Mobile Infrastructure Corporation (NYSE:BEEP) Q1 2024 Results Conference Call May 15, 2024 4:30 PM ET Company Participants Casey Kotary - IR Manuel Chavez - CEO Stephanie Hogue - President and CFO Conference Call Participants Bryan Maher - B. Riley Securities Marc Riddick - Sidoti & Company Operator Good day. And welcome to the Mobile Infrastructure Corporation First Quarter 2024 Financial Results Conference Call [Operator Instructions]. Please note, this event is being recorded. I would now like to turn th ...

Part I - Financial Information [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company presents its unaudited consolidated financial statements for the quarter ended March 31, 2024 [Consolidated Financial Statements (Unaudited)](index=4&type=section&id=Consolidated%20Financial%20Statements) The company's unaudited statements show a slight asset decrease and an improved net loss of $3.0 million Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Total assets | $420,067 | $423,237 | | Total liabilities | $216,964 | $220,282 | | Total equity | $203,103 | $202,955 | Consolidated Statement of Operations Highlights (in thousands, except per share data) | Metric | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Total revenues | $8,827 | $7,103 | | Net loss | $(2,989) | $(3,343) | | Net loss attributable to common stockholders | $(2,626) | $(2,298) | | Basic and diluted loss per share | $(0.09) | $(0.18) | [Note A — Organization and Business Operations](index=9&type=section&id=Note%20A%20%E2%80%94%20Organization%20and%20Business%20Operations) The company owns and leases 42 parking facilities and was formed via a reverse recapitalization in August 2023 - As of March 31, 2024, the company owns **42 parking facilities** in 21 separate markets, with approximately 15,400 parking spaces[85](index=85&type=chunk)[143](index=143&type=chunk) - The company was formed through a merger with FWAC on August 25, 2023, with Legacy MIC identified as the **accounting acquirer in a reverse recapitalization**[115](index=115&type=chunk)[145](index=145&type=chunk) [Note B — Summary of Significant Accounting Policies](index=11&type=section&id=Note%20B%20%E2%80%94%20Summary%20of%20Significant%20Accounting%20Policies) Key policies are outlined, including the alleviation of going concern doubts despite near-term debt maturities - Management believes it is probable that the company will be able to address **$90.6 million of debt maturing within twelve months**, thereby alleviating substantial doubt about its ability to continue as a going concern[122](index=122&type=chunk)[123](index=123&type=chunk) - For Q1 2024, revenue from locations operated by SP+ Corporation represented **58.8% of the company's revenue** (excluding commercial revenue)[125](index=125&type=chunk) - In Q1 2024, **26 parking facilities converted from lease arrangements to management contracts**, leading to revenue and expenses being recognized on a gross basis[128](index=128&type=chunk) [Note D – Managed Property Revenues](index=15&type=section&id=Note%20D%20%E2%80%93%20Managed%20Property%20Revenues) Revenue is disaggregated into Transient and Contract Parkers, with contract balances also detailed Disaggregated Revenue (Q1 2024, in thousands) | Revenue Source | Amount | | :--- | :--- | | Transient Parkers | $3,266 | | Contract Parkers | $2,172 | | Ancillary Revenue | $63 | | **Total Managed Property Revenue** | **$5,501** | - As of March 31, 2024, the company had **$1.0 million of outstanding accounts receivable** related to managed property revenue[4](index=4&type=chunk) [Note E – Acquisitions and Dispositions of Investments in Real Estate](index=17&type=section&id=Note%20E%20%E2%80%93%20Acquisitions%20and%20Dispositions%20of%20Investments%20in%20Real%20Estate) The company details the disposition of two properties in 2024 and 2023, noting the financial outcomes - In February 2024, the company disposed of its Cincinnati Race Street location for **$3.15 million**, resulting in a loss on sale of approximately $0.1 million[7](index=7&type=chunk) - In February 2023, a parking lot in Wildwood, New Jersey was sold for **$1.5 million**, resulting in a gain of approximately $0.7 million[8](index=8&type=chunk) [Note G — Notes Payable and Revolving Credit Facility](index=19&type=section&id=Note%20G%20%E2%80%94%20Notes%20Payable%20and%20Revolving%20Credit%20Facility) The company details its $133.7 million in notes payable and its revolving credit facility terms - As of March 31, 2024, the total balance of notes payable was approximately **$133.7 million**, net of unamortized loan issuance costs[13](index=13&type=chunk)[14](index=14&type=chunk) Future Principal Payments on Notes Payable (in thousands) | Year | Amount | | :--- | :--- | | 2024 (remainder) | $9,749 | | 2025 | $29,166 | | 2026 | $22,785 | | 2027 | $67,151 | | 2028 | $95 | | Thereafter | $5,507 | | **Total** | **$134,453** | - In March 2024, the company amended its Credit Agreement, **extending the maturity of its Revolving Credit Facility to October 2024**[20](index=20&type=chunk) [Note H - Equity](index=21&type=section&id=Note%20H%20-%20Equity) The equity structure includes common and preferred stock, with $10.2 million in accrued preferred distributions - As of March 31, 2024, accrued and unpaid distributions for Series A and Series 1 Preferred Stock were approximately **$0.7 million and $9.5 million**, respectively[24](index=24&type=chunk)[29](index=29&type=chunk) - In Q1 2024, shares of Series A and Series 1 Preferred Stock were converted into **780,000 shares of common stock**[26](index=26&type=chunk)[30](index=30&type=chunk) - The company has warrants outstanding to purchase **2,553,192 shares of common stock** at an exercise price of $7.83 per share, expiring in August 2026[31](index=31&type=chunk)[37](index=37&type=chunk) [Note J – Earnings Per Share](index=25&type=section&id=Note%20J%20%E2%80%93%20Earnings%20Per%20Share) The company reconciles its basic and diluted loss per share, which improved to ($0.09) from ($0.18) EPS Reconciliation (Q1 2024 vs Q1 2023, in thousands, except per share data) | Metric | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Net loss attributable to MIC common stock | $(2,626) | $(2,298) | | Basic and dilutive weighted average shares | 28,237,352 | 13,089,848 | | **Basic and diluted loss per share** | **$(0.09)** | **$(0.18)** | [Note N— Commitments and Contingencies](index=29&type=section&id=Note%20N%E2%80%94%20Commitments%20and%20Contingencies) The company details its involvement in routine litigation, including a settled commission dispute - In February 2024, a **settlement agreement was signed** in the John Roy lawsuit, which would resolve the estimated $0.7 million in damages[64](index=64&type=chunk) - The company is in arbitration with a vendor over a disputed balance of approximately **$1.8 million**, which has been fully accrued in Accounts Payable[65](index=65&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses Q1 2024 results, highlighting revenue growth from contract conversions and liquidity challenges [Trends and Other Factors Affecting our Business](index=33&type=section&id=Trends%20and%20Other%20Factors%20Affecting%20our%20Business) Performance is shaped by hybrid work trends and a strategic shift to management contracts for 26 assets - In Q1 2024, **26 of the company's 42 assets were converted to management contracts** to enhance NOI growth and improve expense control[91](index=91&type=chunk) - The company anticipates that a **hybrid work structure will be the normalized state**, impacting assets with office exposure[90](index=90&type=chunk) [Results of Operations](index=33&type=section&id=Results%20of%20Operations) Total revenues rose 24.3% to $8.8 million, driven by the conversion of properties to management contracts Revenue Comparison (Q1 2024 vs Q1 2023, in thousands) | Revenue Type | Q1 2024 | Q1 2023 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Managed Property Revenue | $5,501 | $— | $5,501 | 100.0% | | Base Rent Income | $1,643 | $2,080 | $(437) | (21.0)% | | Percentage rental income | $1,683 | $5,023 | $(3,340) | (66.5)% | | **Total revenues** | **$8,827** | **$7,103** | **$1,724** | **24.3%** | Operating Expense Comparison (Q1 2024 vs Q1 2023, in thousands) | Expense Type | Q1 2024 | Q1 2023 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Property taxes | $1,904 | $1,756 | $148 | 8.4% | | Property operating expense | $1,521 | $518 | $1,003 | NM | | General and administrative | $3,017 | $2,620 | $397 | 15.2% | | **Total operating expenses** | **$9,381** | **$7,522** | **$1,859** | **24.7%** | [Non-GAAP Measures](index=37&type=section&id=Non-GAAP%20Measures) The company reconciles non-GAAP measures, showing an 11.9% increase in NOI and a slight rise in Adjusted EBITDA NOI Reconciliation (Q1 2024 vs Q1 2023, in thousands) | Metric | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Total revenues | $8,827 | $7,103 | | Less: Property taxes | $1,904 | $1,756 | | Less: Property operating expense | $1,521 | $518 | | **Net Operating Income** | **$5,402** | **$4,829** | Adjusted EBITDA Reconciliation (Q1 2024 vs Q1 2023, in thousands) | Metric | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Net Income (Loss) | $(2,989) | $(3,343) | | Interest expense | 2,979 | 3,599 | | Depreciation and amortization | 2,093 | 2,126 | | **EBITDA** | **$2,083** | **$2,382** | | Adjustments (Impairment, Equity comp, etc.) | 1,449 | 1,027 | | **Adjusted EBITDA** | **$3,532** | **$3,409** | [Liquidity and Capital Resources](index=39&type=section&id=Liquidity%20and%20Capital%20Resources) The company faces near-term liquidity challenges with $90.6 million in debt maturing within a year - The company has **$90.6 million of debt maturing within twelve months**, comprising $58.7 million from the Revolving Credit Facility and $31.9 million in notes payable[154](index=154&type=chunk) - The company has identified and is evaluating a pipeline of potential acquisition targets with an approximate asset value of **$300 million**[159](index=159&type=chunk) - Cash distributions on common stock remain suspended until accrued preferred stock distributions, totaling **$10.2 million**, are paid[160](index=160&type=chunk)[162](index=162&type=chunk) [Item 4. Controls and Procedures](index=42&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls were deemed ineffective due to material weaknesses in internal financial reporting controls - Management concluded that **disclosure controls and procedures were not effective** as of the end of the reporting period due to material weaknesses in internal control[176](index=176&type=chunk) - The material weaknesses relate to a **lack of appropriate segregation of duties** and ineffective design of financial reporting controls[177](index=177&type=chunk) - **Remediation efforts are ongoing** and include hiring additional accounting resources and enhancing internal control documentation[178](index=178&type=chunk)[179](index=179&type=chunk) Part II - Other Information [Item 1. Legal Proceedings](index=43&type=section&id=Item%201.%20Legal%20Proceedings) The company is not subject to material litigation beyond what is disclosed in Note N of the financials - The company refers to Note N — Commitments and Contingencies for information on legal proceedings and states it is not subject to any other material litigation[182](index=182&type=chunk)[183](index=183&type=chunk) [Item 1A. Risk Factors](index=43&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred to the risk factors disclosed in the company's latest Form 10-K - **No material changes** have occurred from the risk factors set forth in the company's annual report on Form 10-K filed on March 22, 2024[184](index=184&type=chunk) [Item 6. Exhibits](index=44&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the quarterly report, including officer certifications - The report includes an index of exhibits filed concurrently, such as officer certifications and the **Third Amendment to the Credit Agreement**[188](index=188&type=chunk)[190](index=190&type=chunk)

[Mobile Infrastructure Corporation First Quarter 2024 Financial Results](index=1&type=section&id=Mobile%20Infrastructure%20Corporation%20First%20Quarter%202024%20Financial%20Results) This section provides an overview of Mobile Infrastructure Corporation's first-quarter 2024 financial performance, including management insights, key financial highlights, detailed analysis, financial position, and future outlook [Management Commentary](index=1&type=section&id=Management%20Commentary) Management reported a solid Q1 2024, with **24%** revenue growth driven by organic expansion and strategic property conversions, leading to double-digit NOI increase - Year-on-year revenue growth of **24%** was driven by mid-single-digit organic growth and the accounting benefit from shifting **26 properties** to management contracts[13](index=13&type=chunk) - Organic growth was led by increased monthly contract parking revenues and higher demand at parking assets near retail locations[13](index=13&type=chunk) - The conversion to management contracts improved operational insight and control over asset-level profitability, enabling real-time decisions on staffing, repairs, and marketing[14](index=14&type=chunk) - Since a late 2022 valuation of over **$520 million**, the company's net operating income has grown by **nearly 10%**[1](index=1&type=chunk) [First Quarter Business and Financial Highlights](index=1&type=section&id=First%20Quarter%20Business%20and%20Financial%20Highlights) Q1 2024 revenue reached $8.8 million, with NOI at $5.4 million and Adjusted EBITDA at $3.5 million, though net loss widened Q1 2024 Key Financial Metrics (vs. Q1 2023) | Metric | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Total Revenue | $8.8 million | $7.1 million | | Net Loss (to common stockholders) | $2.6 million | $2.3 million | | NOI* | $5.4 million | $4.8 million | | Adjusted EBITDA* | $3.5 million | $3.4 million | [Financial Performance Analysis](index=2&type=section&id=Financial%20Performance%20Analysis) Q1 2024 revenue increased 24.3% to $8.8 million, net loss improved to $3.0 million, and Adjusted EBITDA rose 3.6% to $3.5 million Q1 2024 Revenue & Operating Expenses (vs. Q1 2023) | Item | Q1 2024 | Q1 2023 | % Change | | :--- | :--- | :--- | :--- | | Total Revenue | $8.8 million | $7.1 million | +24.3% | | Property Taxes & Operating Expenses | $3.4 million | $2.3 million | +47.8% | - Net loss for Q1 2024 was **$3.0 million**, an improvement compared to a net loss of **$3.3 million** in Q1 2023[5](index=5&type=chunk) - Adjusted EBITDA increased by **3.6%** to **$3.5 million**, reflecting NOI improvements partially offset by increased professional fees and G&A expenses[6](index=6&type=chunk) - Interest expense for Q1 2024 decreased to **$3.0 million** from **$3.6 million** in the prior-year quarter[18](index=18&type=chunk) [Financial Position](index=2&type=section&id=Financial%20Position) As of March 31, 2024, the company held $13.9 million in cash and reduced total debt to $192.1 million from $219.3 million - The company had **$13.9 million** in cash, cash equivalents, and restricted cash as of March 31, 2024[34](index=34&type=chunk) - Total debt outstanding was **$192.1 million** as of March 31, 2024, a decrease from **$219.3 million** on March 31, 2023[34](index=34&type=chunk) [Summary and Outlook](index=2&type=section&id=Summary%20and%20Outlook) Mobile Infrastructure Corporation reaffirms its full-year 2024 guidance, anticipating accelerated growth in its parking asset portfolio performance Full Year 2024 Guidance | Metric | Guidance Range | | :--- | :--- | | Revenue | $38 million to $40 million | | Net Operating Income (NOI) | $22.5 million to $23.25 million | [Financial Statements](index=4&type=section&id=Financial%20Statements) This section presents the company's consolidated financial statements, including detailed statements of operations and balance sheets [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) Q1 2024 total revenues increased to $8.8 million, driven by managed property revenue, resulting in a net loss of $3.0 million Q1 2024 Statement of Operations Highlights (in thousands) | Metric | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | **Total Revenues** | **$8,827** | **$7,103** | | Managed property revenue | $5,501 | $— | | Base rent income | $1,643 | $2,080 | | Percentage rental income | $1,683 | $5,023 | | **Total Expenses** | **$9,381** | **$7,522** | | **Net Loss** | **($2,989)** | **($3,343)** | | Net loss attributable to common stockholders | ($2,626) | ($2,298) | | **Net Loss Per Share (Basic & Diluted)** | **($0.09)** | **($0.18)** | [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) As of March 31, 2024, total assets were $420.1 million, liabilities $217.0 million, and equity $203.1 million Balance Sheet Summary (in thousands) | Account | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Total investments in real estate, net | $398,359 | $402,879 | | Cash and restricted cash | $13,944 | $16,711 | | **Total Assets** | **$420,067** | **$423,237** | | Notes payable & credit facility, net | $192,131 | $192,903 | | **Total Liabilities** | **$216,964** | **$220,282** | | **Total Equity** | **$203,103** | **$202,955** | [Non-GAAP Financial Measures](index=6&type=section&id=Non-GAAP%20Financial%20Measures) This section details the company's non-GAAP financial measures, including Net Operating Income (NOI) and Adjusted EBITDA [Net Operating Income (NOI)](index=6&type=section&id=Net%20Operating%20Income%20(NOI)) NOI, a non-GAAP measure, increased 11.9% to $5.4 million in Q1 2024, reflecting positive property-level operating trends - NOI is defined as total revenues less property operating expenses and property taxes, and is used to assess operating trends at the property level[43](index=43&type=chunk) Reconciliation of Net Loss to NOI (in thousands) | | For the Three Months Ended March 31, | | :--- | :--- | :--- | | | **2024** | **2023** | | **Net Loss** | **($2,989)** | **($3,343)** | | Adjustments (Interest, D&A, G&A, etc.) | $8,391 | $8,172 | | **Net Operating Income** | **$5,402** | **$4,829** | [EBITDA and Adjusted EBITDA](index=6&type=section&id=EBITDA%20and%20Adjusted%20EBITDA) Adjusted EBITDA, a non-GAAP measure, increased to $3.5 million in Q1 2024, used for performance comparison - The company uses EBITDA and Adjusted EBITDA to facilitate comparisons by excluding items that can vary widely, such as capital structure, tax positions, and non-cash stock-based compensation[31](index=31&type=chunk) Reconciliation of Net Loss to Adjusted EBITDA (in thousands) | | For the Three Months Ended March 31, | | :--- | :--- | :--- | | | **2024** | **2023** | | **Net Loss** | **($2,989)** | **($3,343)** | | Interest expense | $2,979 | $3,599 | | Depreciation and amortization | $2,093 | $2,126 | | **EBITDA** | **$2,083** | **$2,382** | | Adjustments (Impairment, Equity comp., etc.) | $1,449 | $1,027 | | **Adjusted EBITDA** | **$3,532** | **$3,409** |

PART I [ITEM 1. BUSINESS](index=6&type=section&id=ITEM%201.%20BUSINESS) Mobile Infrastructure Corporation acquires, owns, and leases parking facilities, strategically converting to asset management contracts for enhanced NOI and performance visibility - The company's core business is acquiring, owning, and leasing parking facilities, targeting the top 50 U.S. Metropolitan Statistical Areas (MSAs)[22](index=22&type=chunk) Portfolio Overview as of December 31, 2023 | Metric | Value | | :--- | :--- | | Number of Parking Facilities | 43 | | Markets | 21 | | Parking Spaces | ~15,700 | | Total Square Feet | ~5.4 million | | Adjacent Commercial Space | ~0.2 million sq. ft. | - A primary strategic objective is converting properties to asset management contracts to better align operator performance with company results and improve NOI. In January and February 2024, **26 of the 43 assets were converted**[26](index=26&type=chunk)[330](index=330&type=chunk) Revenue and Accounts Receivable Concentration | Operator | 2023 Revenue % | 2022 Revenue % | Dec 31, 2023 A/R % | Dec 31, 2022 A/R % | | :--- | :--- | :--- | :--- | :--- | | SP+ Corporation | 61.3% | 60.5% | 60.1% | 59.2% | | Premier Parking Service, LLC | 12.1% | 12.4% | N/A | N/A | - The company has geographic concentration in Cincinnati (**19.4%**), Detroit (**10.3%**), and Chicago (**9.1%**) based on the gross book value of real estate as of December 31, 2023[7](index=7&type=chunk) [ITEM 1A. RISK FACTORS](index=10&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company faces diverse risks including net losses, high dependency on a single operator, remote work impacts, and material weaknesses in internal financial controls [Risks Related to Our Business and Industry](index=12&type=section&id=Risks%20Related%20to%20Our%20Business%20and%20Industry) The company faces significant business risks including a history of net losses, high dependency on a single operator, negative impacts from remote work trends, and intense competition - The company has a history of losses, with net losses attributable to common stockholders of **$32.1 million in 2023** and **$11.1 million in 2022**[135](index=135&type=chunk) - Operations are highly concentrated with one tenant operator, SP Plus Corporation (SP+), which accounted for approximately **61.3% of parking rental revenue** for the fiscal year ended December 31, 2023[122](index=122&type=chunk)[148](index=148&type=chunk) - The shift to work-from-home or hybrid remote strategies is anticipated to be the 'normalized state going-forward,' which has negatively impacted and may continue to impact the performance of assets located in urban centers[117](index=117&type=chunk)[127](index=127&type=chunk)[154](index=154&type=chunk) - The parking industry faces intense competition from other REITs, private investment funds, and other operators, many with greater resources, which may increase acquisition costs and reduce demand[9](index=9&type=chunk)[10](index=10&type=chunk)[121](index=121&type=chunk) [Risks Related to Financial, Tax and Accounting Issues](index=19&type=section&id=Risks%20Related%20to%20Financial%2C%20Tax%20and%20Accounting%20Issues) The company identified material weaknesses in internal financial controls, faces refinancing risks with **$96.3 million** of debt due within twelve months, and may have limitations on its **$73.8 million** NOL carryforwards - Management identified material weaknesses in internal control over financial reporting as of December 31, 2023, specifically a lack of appropriate segregation of duties and ineffective design and documentation of controls[92](index=92&type=chunk)[164](index=164&type=chunk)[195](index=195&type=chunk) - As of December 31, 2023, the company had **$96.3 million of debt** due within twelve months, posing a refinancing risk, although some was subsequently refinanced in early 2024[192](index=192&type=chunk) - The company has U.S. federal and state Net Operating Loss (NOL) carryforwards of **$73.8 million** as of December 31, 2023, but their future usability may be limited by Section 382 of the Internal Revenue Code due to ownership changes[177](index=177&type=chunk)[203](index=203&type=chunk)[231](index=231&type=chunk) [Risks Related to Our Indebtedness and Certain Other Obligations](index=23&type=section&id=Risks%20Related%20to%20Our%20Indebtedness%20and%20Certain%20Other%20Obligations) The company faces risks from significant debt obligations, including restrictive covenants that could trigger default and acceleration of repayment, and potential asset loss through foreclosure - The company has significant debt and may incur more. Its Credit Agreement contains restrictive covenants that, if breached, could result in an event of default and acceleration of repayment[20](index=20&type=chunk)[205](index=205&type=chunk)[233](index=233&type=chunk) - The Credit Agreement requires maintaining specific financial ratios, including a total leverage ratio not to exceed **65%** and a tangible net worth of not less than **$206.9 million** plus **90%** of net proceeds from stock issuances[179](index=179&type=chunk)[234](index=234&type=chunk) - Many loans are secured by mortgages on properties. A default could lead to foreclosure, and cross-collateralization or cross-default provisions mean a single default could affect multiple properties[181](index=181&type=chunk)[207](index=207&type=chunk) [Risks Related to Legal and Regulatory Matters](index=25&type=section&id=Risks%20Related%20to%20Legal%20and%20Regulatory%20Matters) The company faces legal and regulatory risks, including potential litigation, vulnerability of unpatented proprietary software to infringement, and risks from open-source software use - The company's proprietary software systems, Inigma and pKatalyst, are not patented, which may prevent the enforcement of intellectual property rights and could adversely affect the business[209](index=209&type=chunk)[239](index=239&type=chunk) - The use of open-source software in its proprietary systems poses risks, as some licenses could require public disclosure of source code or making derivative works available at no cost[96](index=96&type=chunk)[182](index=182&type=chunk)[238](index=238&type=chunk) - The company may be subject to claims of infringing on third-party intellectual property rights, which can be costly to defend regardless of merit[67](index=67&type=chunk)[210](index=210&type=chunk)[211](index=211&type=chunk) [Risks Related to Ownership of Our Securities](index=27&type=section&id=Risks%20Related%20to%20Ownership%20of%20Our%20Securities) Ownership of the company's securities involves significant risks, including high stock price volatility, subordination of common stockholders to preferred, 'controlled company' status, and potential dilution - The market price of the company's common stock has been highly volatile, with the closing price ranging from a low of **$3.10** to a high of **$10.37** since its listing in August 2023[214](index=214&type=chunk)[245](index=245&type=chunk) - Holders of Series A and Series 1 Preferred Stock have rights senior to common stockholders, including preference on dividends and liquidation payments. As of December 31, 2023, approximately **$10.5 million in preferred distributions** were accrued and unpaid[69](index=69&type=chunk)[217](index=217&type=chunk) - The company is a 'controlled company' under NYSE American rules, as key insiders control over **50%** of the voting power, allowing it to be exempt from requirements like having a majority-independent board[218](index=218&type=chunk)[250](index=250&type=chunk) - Stockholders face significant dilution risk from the potential issuance of additional common stock, conversion of preferred stock, and exercise of outstanding warrants and other equity units[221](index=221&type=chunk)[255](index=255&type=chunk) [Risks Related to Our Organizational Structure and Our Constituent Documents and Policies](index=33&type=section&id=Risks%20Related%20to%20Our%20Organizational%20Structure%20and%20Our%20Constituent%20Documents%20and%20Policies) The company's holding company structure subordinates stockholder interests, the Board can change policies without stockholder approval, and charter provisions may deter changes in control - As a holding company, it relies on funds from the Operating Company to pay liabilities, and stockholder interests are structurally subordinated to all liabilities of the Operating Company[132](index=132&type=chunk)[229](index=229&type=chunk)[261](index=261&type=chunk) - The Board can change key policies regarding acquisitions, indebtedness, and distributions without a stockholder vote, which could adversely affect the market value of the common stock[101](index=101&type=chunk)[288](index=288&type=chunk) - The company's charter and Maryland law include provisions that may deter, delay, or prevent a change in control, such as ownership limitations and the ability for the board to implement takeover defenses[230](index=230&type=chunk)[262](index=262&type=chunk)[289](index=289&type=chunk) - The company qualifies as an 'emerging growth company,' allowing it to rely on reduced public company disclosure requirements, which may make its stock less attractive to some investors[269](index=269&type=chunk)[295](index=295&type=chunk) [ITEM 1B. UNRESOLVED STAFF COMMENTS](index=37&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) The company reports that it has no unresolved staff comments from the SEC - Not applicable. The company has no unresolved staff comments[296](index=296&type=chunk) [ITEM 1C. CYBERSECURITY](index=37&type=section&id=ITEM%201C.%20CYBERSECURITY) The company manages cybersecurity risks through established processes overseen by the Audit Committee, with no material threats identified as of the report date - The company has processes for assessing, identifying, and managing material risks from cybersecurity threats, which are integrated into its overall risk management system[297](index=297&type=chunk) - The Audit Committee oversees cybersecurity risk management, with the Chief Financial Officer and VP of Technology responsible for the incident response plan and reporting to the committee[74](index=74&type=chunk)[299](index=299&type=chunk) - As of the date of the annual report, the company is not aware of any cybersecurity threats that have materially affected or are reasonably likely to materially affect its business, operations, or financial condition[272](index=272&type=chunk) [ITEM 2. PROPERTIES](index=38&type=section&id=ITEM%202.%20PROPERTIES) As of December 31, 2023, the company's portfolio comprised 43 parking facilities across 21 markets, including garages and surface lots, totaling approximately **15,200** spaces and **5.4 million** square feet Property Portfolio Summary (as of Dec 31, 2023) | Property Type | Count | | :--- | :--- | | Total Facilities | 43 | | Parking Garages | 19 | | Surface Lots | 24 | | **Total Spaces** | **~15,200** | | **Total Sq. Feet** | **~5.4 million** | - The report includes a comprehensive table listing all **43 properties** with details on location, property type, number of spaces, and square footage[275](index=275&type=chunk)[301](index=301&type=chunk) [ITEM 3. LEGAL PROCEEDINGS](index=40&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) The company is not currently subject to any material litigation beyond routine business matters, with further details incorporated by reference from the financial statements - The company is not presently subject to any material litigation outside of routine matters arising from the ordinary course of business[276](index=276&type=chunk)[302](index=302&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=40&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company's business - Not applicable[278](index=278&type=chunk)[321](index=321&type=chunk) PART II [ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES](index=28&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT%27S%20COMMON%20EQUITY%2C%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) The company's common stock trades on the NYSE American, with approximately **30.4 million** shares outstanding as of March 1, 2024, and cash dividends are currently suspended until preferred distributions are paid - The company's common stock is traded on the NYSE American under the ticker symbol 'BEEP'[44](index=44&type=chunk)[303](index=303&type=chunk) - As of March 1, 2024, there were approximately **30.4 million shares** of common stock outstanding[83](index=83&type=chunk)[322](index=322&type=chunk) - Payment of dividends on common stock is currently suspended. No cash dividends can be paid on common stock until preferred distributions are paid[277](index=277&type=chunk)[323](index=323&type=chunk)[546](index=546&type=chunk) [ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=29&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Total revenues increased **4.0%** to **$30.3 million** in 2023, but a net loss of **$38.2 million** was reported due to significant non-cash expenses and impairment charges, while Adjusted EBITDA improved to **$14.8 million** [Results of Operations](index=30&type=section&id=Results%20of%20Operations) For 2023, total revenues increased **4.0%** to **$30.3 million**, but total operating expenses surged **73.4%** to **$60.5 million** due to non-cash preferred stock issuance expense and impairment, widening the net loss to **$38.2 million** Revenues Comparison (in thousands) | Revenue Type | 2023 | 2022 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Base rental income | $8,165 | $8,345 | ($180) | (2.2)% | | Percentage rental income | $22,107 | $20,329 | $1,778 | 8.7% | | Management income | $0 | $427 | ($427) | (100.0)% | | **Total revenues** | **$30,272** | **$29,101** | **$1,171** | **4.0%** | Operating Expenses Comparison (in thousands) | Expense Type | 2023 | 2022 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Property taxes | $7,178 | $6,885 | $293 | 4.3% | | General and administrative | $13,160 | $8,535 | $4,625 | 54.2% | | Preferred Series 2 - issuance expense | $16,101 | $0 | $16,101 | 100.0% | | Impairment | $8,982 | $0 | $8,982 | 100.0% | | **Total operating expenses** | **$60,504** | **$34,897** | **$25,607** | **73.4%** | - The net loss for 2023 was **$38.2 million**, compared to a net loss of **$18.3 million** for 2022[343](index=343&type=chunk)[376](index=376&type=chunk) - The increase in G&A expenses was primarily due to a **$5.6 million increase** in Equity Based Compensation in 2023[312](index=312&type=chunk) [Non-GAAP Measures](index=32&type=section&id=Non-GAAP%20Measures) The company utilizes non-GAAP measures, with Net Operating Income (NOI) increasing **9.5%** to **$21.1 million** and Adjusted EBITDA rising to **$14.8 million** in 2023, reflecting improved property-level performance Net Operating Income (NOI) (in thousands) | Metric | 2023 | 2022 | % Change | | :--- | :--- | :--- | :--- | | Total Revenues | $30,272 | $29,101 | 4.0% | | Property Operating Expenses | ($9,163) | ($9,832) | (6.8)% | | **Net Operating Income** | **$21,109** | **$19,269** | **9.5%** | EBITDA and Adjusted EBITDA (in thousands) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Net loss | ($38,238) | ($18,326) | | **EBITDA** | **($15,816)** | **$2,834** | | Adjustments (Impairment, Stock Comp, etc.) | $30,617 | $8,217 | | **Adjusted EBITDA** | **$14,801** | **$11,051** | [Liquidity and Capital Resources](index=33&type=section&id=Liquidity%20and%20Capital%20Resources) Cash used in operating activities was **$2.1 million** in 2023, a shift from the prior year, with financing activities providing **$8.2 million** from merger proceeds used for debt reduction and subsequent refinancing efforts Summary of Cash Flows (in thousands) | Cash Flow Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash from operating activities | ($2,125) | $1,509 | | Net cash from investing activities | ($346) | ($19,442) | | Net cash from financing activities | $8,208 | $12,211 | - In March 2024, the company executed the Third Amendment to its Credit Agreement, providing extension options through June 2025, and exercised an option to extend the maturity to October 2024[348](index=348&type=chunk)[358](index=358&type=chunk) - As of December 31, 2023, the company has identified a pipeline of potential acquisition targets with an asset value of over **$300 million**[545](index=545&type=chunk) [ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=36&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As a smaller reporting company, the company is not required to provide the information for this item - The company is a smaller reporting company and is not required to provide the information under this item[390](index=390&type=chunk) [ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA](index=37&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) This section presents the company's audited consolidated financial statements for 2023 and 2022, along with the independent auditor's report and extensive explanatory notes Key Financial Statement Data (Year-End, in thousands) | Metric | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | **Balance Sheet** | | | | Total Assets | $423,237 | $436,113 | | Total Liabilities | $220,282 | $249,105 | | Total Equity | $202,955 | $187,008 | | **Income Statement** | | | | Total Revenues | $30,272 | $29,101 | | Net Loss | ($38,238) | ($18,326) | | Net Loss per Share | ($2.45) | ($0.85) | - The financial statements were audited by Deloitte & Touche LLP, which issued an unqualified opinion[592](index=592&type=chunk) [ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE](index=37&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE) The company reports no changes in or disagreements with its accountants on any accounting principles, practices, or financial statement disclosure matters - None[555](index=555&type=chunk) [ITEM 9A. CONTROLS AND PROCEDURES](index=37&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and internal control over financial reporting were ineffective as of December 31, 2023, due to material weaknesses in segregation of duties and control documentation, with a remediation plan underway - Management concluded that disclosure controls and procedures were not effective as of December 31, 2023[563](index=563&type=chunk) - Two material weaknesses were identified in internal control over financial reporting: (i) lack of appropriate segregation of duties and (ii) ineffective design and documentation of controls[557](index=557&type=chunk)[558](index=558&type=chunk) - A remediation plan is underway, which includes hiring and training additional accounting resources, reallocating responsibilities, and enhancing internal control documentation[559](index=559&type=chunk)[568](index=568&type=chunk)[578](index=578&type=chunk) [ITEM 9B. OTHER INFORMATION](index=39&type=section&id=ITEM%209B.%20OTHER%20INFORMATION) On December 15, 2023, CEO Manuel Chavez, III, entered into a Rule 10b5-1 trading plan to purchase up to **142,000 shares** of Common Stock - On December 15, 2023, CEO Manuel Chavez, III, entered into a Rule 10b5-1 trading plan to purchase up to **142,000 shares** of Common Stock[571](index=571&type=chunk) [ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](index=39&type=section&id=ITEM%209C.%20DISCLOSURE%20REGARDING%20FOREIGN%20JURISDICTIONS%20THAT%20PREVENT%20INSPECTIONS) This item is not applicable to the company - Not applicable[581](index=581&type=chunk) PART III [ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE](index=39&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) Information for this item will be included in the company's definitive proxy statement for its 2024 Annual Meeting of Stockholders and is incorporated by reference - Information is incorporated by reference from the forthcoming proxy statement[582](index=582&type=chunk) [ITEM 11. EXECUTIVE COMPENSATION](index=39&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) Information for this item will be included in the company's definitive proxy statement for its 2024 Annual Meeting of Stockholders and is incorporated by reference - Information is incorporated by reference from the forthcoming proxy statement[583](index=583&type=chunk) [ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS](index=39&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS) Information for this item will be included in the company's definitive proxy statement for its 2024 Annual Meeting of Stockholders and is incorporated by reference - Information is incorporated by reference from the forthcoming proxy statement[572](index=572&type=chunk)[584](index=584&type=chunk) [ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE](index=40&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20AND%20DIRECTOR%20INDEPENDENCE) Information for this item will be included in the company's definitive proxy statement for its 2024 Annual Meeting of Stockholders and is incorporated by reference - Information is incorporated by reference from the forthcoming proxy statement[573](index=573&type=chunk) [ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES](index=40&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTING%20FEES%20AND%20SERVICES) Information for this item will be included in the company's definitive proxy statement for its 2024 Annual Meeting of Stockholders and is incorporated by reference - Information is incorporated by reference from the forthcoming proxy statement[574](index=574&type=chunk) PART IV [ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES](index=40&type=section&id=ITEM%2015.%20EXHIBITS%2C%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists the financial statements, schedules, and all exhibits filed as part of the Form 10-K, including merger agreements, corporate documents, and certifications - This section contains the index to the consolidated financial statements and a list of all exhibits filed with the report[359](index=359&type=chunk)[575](index=575&type=chunk) [ITEM 16. FORM 10-K SUMMARY](index=40&type=section&id=ITEM%2016.%20FORM%2010-K%20SUMMARY) The company indicates that no Form 10-K summary is provided - None provided[364](index=364&type=chunk)[589](index=589&type=chunk)

Mobile Infrastructure Corporation (NYSE:BEEP) Q4 2023 Earnings Conference Call March 14, 2024 4:30 PM ET Company Participants Casey Kotary - IR Representative Manuel Chavez - CEO Stephanie Hogue - CFO, President Conference Call Participants Brian Maher - B. Riley FBR Bryan Frackman - Lion Street Capital Operator Good afternoon, and welcome to the Mobile Infrastructure Corporation Fourth Quarter and Full Year 2023 Earnings Conference Call. All participants will be in listen-only mode. [Operator Instructions] ...

Exhibit 99.1 —Fourth Quarter and Full Year Parking Asset Portfolio Performance Substantially Ahead of Year-Ago Levels— —Converted Two-Thirds of Portfolio to Management Contracts— —2024 Guidance Anticipates Accelerating Growth in Parking Asset Portfolio Performance— Management Commentary "Mobile's strategy of actively managing our asset portfolio led to accelerating organic revenue growth in the second half of 2023. Our asset management team is leveraging our proprietary technology platform and working direc ...

CINCINNATI--(BUSINESS WIRE)--Mobile Infrastructure Corporation [NYSE American: BEEP], owners of a diversified portfolio of parking assets throughout the United States, will issue its fourth quarter 2023 earnings release on Thursday, March 14, 2024, after the close of the U.S. market. You are invited to participate in the Company’s conference call hosted by senior management on March 14, 2024, at 4:30 PM ET. 4Q23 Conference Call Date & Time: Thursday, March 14, 2024, at 4:30 PM ET To participate on the da ...

In June 2022, the Company acquired a 555-space garage located in Oklahoma City, Oklahoma for $17.5 million. Note H - Equity Title of each class Trading symbols(s) Name of each exchange on which registered Common Stock, $0.0001 par value per share BEEP NYSE American LLC FORM 10-Q For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40415 Maryland 98-1583957 (State or other jurisdiction of (I.R. ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OR FIFTH WALL ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: Large accelerated filer ☐ Accelerated filer ☐ As of August 14, 2023, 1,348,302 Class A ordinary shares, par value $0.0001 per share, and 6,875,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively. Table of Contents FIFTH WALL ACQUISITION CORP ...

Sponsor Lock-up Agreement Merger Agreement (including the Mergers), to vote, consent or approve all of Color Up's MIC Common Stock held at such time in favor thereof, (v) against and withhold consent with respect to any merger, purchase of all or substantially all of MIC's assets or other business combination transaction (other than the Merger Agreement), (vi) against any proposal, action or agreement that would impede, frustrate, prevent or nullify any provision of the Color Up Support Agreement, the Merge ...