Mobile Infrastructure (BEEP) - 2025 Q2 - Quarterly Report

Part I Financial Information Item 1. Consolidated Financial Statements (Unaudited) This section presents the unaudited consolidated financial statements, including balance sheets, statements of operations, equity, cash flows, and detailed notes for Mobile Infrastructure Corporation Consolidated Balance Sheets Consolidated Balance Sheet Highlights (in thousands): | Metric | June 30, 2025 | December 31, 2024 | | :--------------------------------- | :------------ | :---------------- | | Total investments in real estate, net | $385,299 | $389,730 | | Cash and cash equivalents | $10,621 | $10,655 | | Total assets | $405,573 | $415,062 | | Notes payable, net | $184,745 | $185,921 | | Line of credit | $29,535 | $27,238 | | Total liabilities | $226,665 | $225,791 | | Total equity | $178,908 | $189,271 | - Total assets decreased by $9.49 million from December 31, 2024, to June 30, 2025, primarily driven by a decrease in net investments in real estate[8] - Total equity decreased by $10.36 million, while total liabilities saw a slight increase of $0.87 million over the six-month period[8] Consolidated Statements of Operations Consolidated Statements of Operations Highlights (in thousands): | Metric | Q2 2025 | Q2 2024 | 6M 2025 | 6M 2024 | | :------------------------------------------------ | :------ | :------ | :------ | :------ | | Total revenues | $8,992 | $9,266 | $17,227 | $18,093 | | Total expenses | $8,847 | $8,898 | $17,068 | $18,279 | | Net Loss | $(4,661) | $(2,469) | $(8,995) | $(5,458) | | Net loss attributable to MIC common stockholders | $(4,498) | $(1,843) | $(8,657) | $(4,469) | | Basic and diluted loss per weighted average common share | $(0.11) | $(0.06) | $(0.21) | $(0.16) | - Total revenues decreased by 3.0% for the three months ended June 30, 2025, and by 4.8% for the six months ended June 30, 2025, compared to the prior year periods[10] - Net loss attributable to common stockholders significantly widened to $(4,498) thousand in Q2 2025 from $(1,843) thousand in Q2 2024, and to $(8,657) thousand for 6M 2025 from $(4,469) thousand for 6M 2024[10] Consolidated Statements of Changes in Equity Consolidated Statements of Changes in Equity Highlights (in thousands): | Metric | Balance, Dec 31, 2024 | Balance, June 30, 2025 | | :--------------------------------- | :-------------------- | :--------------------- | | Total equity | $189,271 | $178,908 | | Accumulated Deficit | $(140,056) | $(148,196) | | Non-controlling interest | $19,288 | $18,273 | - Total equity decreased by $10.36 million from December 31, 2024, to June 30, 2025, primarily due to net losses and preferred stock redemptions[13] - Accumulated deficit increased by $8.14 million during the six months ended June 30, 2025, reflecting the net losses incurred[13] Consolidated Statements of Cash Flows Consolidated Statements of Cash Flows Highlights (in thousands): | Metric | 6M 2025 | 6M 2024 | | :------------------------------------------ | :------ | :------ | | Net cash provided by (used in) operating activities | $241 | $(1,011) | | Net cash provided by (used in) investing activities | $2,689 | $(506) | | Net cash used in financing activities | $(2,894) | $(1,880) | | Net change in cash and cash equivalents and restricted cash | $36 | $(3,397) | - Operating activities generated $0.241 million in cash for the six months ended June 30, 2025, a significant improvement from $1.011 million cash used in the prior year period[17] - Investing activities provided $2.689 million in cash, primarily due to proceeds from a note receivable repayment, contrasting with $0.506 million cash used in the same period last year[17] - Financing activities used $2.894 million, an increase from $1.880 million used in the prior year, mainly due to principal debt payments and preferred stock distributions/redemptions[17] Notes to the Consolidated Financial Statements Note 1 — Organization and Business Operations - Mobile Infrastructure Corporation (BEEP) is a Maryland corporation focused on acquiring, owning, and optimizing parking facilities and related infrastructure across the top 50 U.S. Metropolitan Statistical Areas[19] - As of June 30, 2025, the Company owns 40 parking facilities in 20 markets, totaling approximately 15,100 parking spaces and 5.2 million square feet, plus 0.2 million square feet of adjacent retail/commercial space[19] - The Company owns approximately 90.5% of the Common Units of Mobile Infra Operating Company, LLC, through which it conducts substantially all operations[20] Note 2 — Summary of Significant Accounting Policies - The financial statements are prepared in accordance with GAAP for interim financial information, with certain disclosures condensed or excluded per SEC rules[21] - The Company has incurred net losses since inception and anticipates future net losses, with $39.5 million of debt due within 12 months, raising substantial doubt about its ability to continue as a going concern[24] - Management plans to address debt maturities by executing a new debt agreement, refinancing notes payable, and potentially selling real estate assets, with the ability to extend the Line of Credit maturity to December 31, 2025, if needed[25] - Revenue concentration exists with Metropolis Technologies, Inc. (56.2% of revenue for 6M 2025) and LAZ Parking (15.8% of revenue for 6M 2025) as operators/lease tenants[27] - Geographic concentrations based on gross book value of real estate are in Cincinnati (19%), Detroit (10%), and Chicago (9%) as of June 30, 2025[28] Note 3 — Managed Property Revenues Disaggregated Managed Property Revenue (in thousands): | Revenue Type | Q2 2025 | Q2 2024 | 6M 2025 | 6M 2024 | | :------------- | :------ | :------ | :------ | :------ | | Transient Parkers | $4,931 | $4,697 | $9,017 | $7,971 | | Contract Parkers | $2,468 | $2,464 | $4,884 | $4,628 | | Ancillary Revenue | $42 | $65 | $85 | $128 | | Total Managed Property Revenue | $7,441 | $7,226 | $13,986 | $12,727 | - Managed property revenue increased by 3.0% for Q2 2025 and 9.9% for 6M 2025 compared to the prior year periods, driven by growth in both Transient and Contract Parkers[35] - Accounts receivable related to managed property revenue decreased from $3.4 million as of June 30, 2024, to $3.1 million as of June 30, 2025[36] Note 4 — Acquisitions and Dispositions of Investments in Real Estate - In February 2024, the Cincinnati Race Street location was disposed of for $3.2 million, resulting in a $0.1 million loss on sale, with the note receivable paid in full in February 2025[38] - In July 2024, a parking lot in Clarksburg, West Virginia, was sold for approximately $0.5 million, with proceeds used to pay down the Revolving Credit Facility[39] - In November 2024, a parking lot in Indianapolis, Indiana, was sold for approximately $4.6 million, generating a $2.7 million gain on sale and proceeds used to reduce the Revolving Credit Facility[40] Note 5 — Intangible Assets Intangible Assets (in thousands): | Asset Type | Gross Carrying Amount (June 30, 2025) | Accumulated Amortization (June 30, 2025) | | :---------------------- | :------------------------------------ | :--------------------------------------- | | In-place lease value | $2,418 | $2,221 | | Indefinite lived contract | $3,160 | — | | Acquired technology | $4,485 | $2,544 | | Total intangible assets | $10,063 | $4,765 | - Amortization expense for intangible assets increased to $1.0 million for Q2 2025 (from $0.2 million in Q2 2024) and $1.1 million for 6M 2025 (from $0.4 million in 6M 2024)[41] - A plan to phase out Inigma software by year-end 2025 resulted in a change in useful life, increasing amortization expense by $0.8 million quarterly and causing a $0.02 loss per share for the remainder of 2025[41] Note 6 — Debt Notes Payable Principal Balances (in thousands): | Loan Type | June 30, 2025 | December 31, 2024 | | :--------------------------------------- | :------------ | :---------------- | | MVP Houston Saks Garage, LLC | $2,674 | $2,735 | | MVP Detroit Center Garage, LLC | $25,540 | $25,913 | | 2034 CMBS Loan | $75,320 | $75,500 | | Total Notes Payable (net of unamortized loan costs) | $184,745 | $185,921 | - As of June 30, 2025, the Company had $184.7 million in notes payable, with $39.5 million (including $29.5 million Line of Credit and $10.0 million notes payable) due within the next twelve months[43][134] - Borrowers for two loans totaling $41.8 million failed to meet certain loan covenants, leading to additional cash management procedures and $1.4 million in restricted cash[46] - A $40.4 million Line of Credit, maturing in September 2025, accrues interest at 15.0% per annum, with $29.5 million outstanding as of June 30, 2025[48][49] Note 7 — Equity - The Company has authorized 500 million common shares and 100 million preferred shares (Series 1, Series A, Series 2)[52] - Series A Preferred Stock holders are entitled to cumulative cash dividends at an annual rate of 5.75% of stated value, pari passu with Series 1[53] - Series 1 Preferred Stock holders are entitled to cumulative cash dividends at an annual rate of 5.50% of stated value, pari passu with Series A[54] - During the six months ended June 30, 2025, approximately 2,600 Series 1 and 80 Series A Preferred Stock shares were redeemed for cash, with no conversions to common stock[57] - In contrast, during the six months ended June 30, 2024, approximately 5,200 Series 1 and 500 Series A Preferred Stock shares were converted to common stock, with no cash redemptions[58] - The Board authorized a share repurchase program of up to $10 million in September 2024; 88,139 shares were repurchased for $287,000 during the six months ended June 30, 2025[63] Note 8 — Stock-Based Compensation Incentive Equity Awards Roll Forward (6M 2025): | Metric | Number of Awards | | :------------------------ | :--------------- | | Unvested - January 1, 2025 | 3,630,629 | | Granted | 661,083 | | Vested | (526,451) | | Unvested - June 30, 2025 | 3,765,261 | - Equity-based compensation expense was $0.8 million for Q2 2025 (vs. $1.6 million in Q2 2024) and $1.5 million for 6M 2025 (vs. $3.4 million in 6M 2024)[65] - The remaining unrecognized compensation cost is approximately $4.3 million, to be recognized over a weighted average term of 2.2 years[65] Note 9 — Earnings Per Share Basic and Diluted Loss Per Share (in thousands, except per share amounts): | Metric | Q2 2025 | Q2 2024 | 6M 2025 | 6M 2024 | | :------------------------------------------------ | :------ | :------ | :------ | :------ | | Net loss attributable to MIC common stock | $(4,498) | $(1,843) | $(8,657) | $(4,469) | | Weighted average common shares outstanding | 40,660,453 | 29,225,378 | 40,592,459 | 28,731,365 | | Basic and diluted loss per weighted average common share | $(0.11) | $(0.06) | $(0.21) | $(0.16) | - Basic and diluted loss per share increased to $(0.11) for Q2 2025 from $(0.06) for Q2 2024, and to $(0.21) for 6M 2025 from $(0.16) for 6M 2024[67] - Outstanding warrants and stock-based compensation were antidilutive due to net losses and thus excluded from diluted EPS calculations[66] Note 10 — Variable Interest Entities - The Company holds a 51.0% beneficial interest in MVP St. Louis Cardinal Lot, DST, which owns the Cardinal Lot parking facility[68] - MVP St. Louis is considered a Variable Interest Entity (VIE), and the Company is deemed the primary beneficiary, leading to consolidation of its financial results[69] - As of June 30, 2025, and December 31, 2024, MVP St. Louis had total assets of approximately $11.9 million (primarily real estate) and liabilities of approximately $6.0 million (primarily mortgage debt) before consolidation[70] Note 11 — Fair Value - Financial instruments like cash, accounts receivable, and accounts payable approximate fair value due to short maturities[74] - The estimated fair value of notes payable was $186.3 million as of June 30, 2025 (Level 2 inputs)[74] Recurring Fair Value Measurements (in thousands): | Item | June 30, 2025 (Level 3) | December 31, 2024 (Level 3) | | :------------------ | :---------------------- | :-------------------------- | | Earn-Out Shares | $700 | $935 | | Interest rate swap | $179 (Level 2) | — | - The fair value of Earn-Out Shares decreased from $935 thousand to $700 thousand during the six months ended June 30, 2025, resulting in a $235 thousand change in fair value recognized in earnings[75][78] - No impairments were recorded during the six months ended June 30, 2025, compared to $0.2 million in real estate asset impairments in the prior year period[80] Note 12 — Commitments and Contingencies - The Company is exposed to claims and litigation in the normal course of business, but no material litigation is currently threatened[81] - A settlement was reached in September 2024 for a lawsuit against MVP Fort Worth Taylor, LLC, resulting in a $0.3 million gain[82] Note 13 — Related Party Transactions and Arrangements - Three properties are operated by Park Place Parking, wholly owned by relatives of the Executive Chairman, with approximately $0.1 million in receivables as of June 30, 2025[83] - The Company has a lease agreement with ProKids, an Ohio not-for-profit, where an immediate family member of the Executive Chairman is a trustee and president[84] - Approximately $0.5 million is owed to Color Up member entities related to prorated revenues from the August 2021 recapitalization transaction[85] - The $40.4 million Line of Credit (Note 6) involves Lenders managed by an entity controlled by the Chair of the Board, Mr. Osher[89] Note 14 — Revision of Previously Issued Financial Statements - Errors impacting Q1 and Q2 2024 filings were identified, related to adjusting noncontrolling interest for preferred share conversions[91] - Management assessed these misstatements as not material to the unaudited financial statements for the periods ended March 31, 2024, and June 30, 2024[92] Revisions to Previously Issued Financial Statements (in thousands, unaudited): | Item | March 31, 2024 (As reported) | March 31, 2024 (Adjustments) | March 31, 2024 (As corrected) | | :-------------------------------- | :--------------------------- | :--------------------------- | :---------------------------- | | Allocation of equity to non-controlling interest | $0 | $3,087 | $3,087 | | Additional paid-in capital | $240,994 | $24,914 | $265,908 | | Non-controlling interest | $95,177 | $(24,914) | $70,263 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section analyzes the Company's financial condition and results for the three and six months ended June 30, 2025 and 2024, covering operations, non-GAAP measures, liquidity, and critical accounting policies Overview - Mobile Infrastructure Corporation (BEEP) focuses on acquiring, owning, and optimizing parking facilities in top 50 U.S. MSAs, with 40 facilities, 15,100 parking spaces, and 5.2 million square feet as of June 30, 2025[101] - The Company operates primarily through Mobile Infra Operating Company, LLC, owning approximately 90.5% of its Common Units[102] Trends and Other Factors Affecting our Business - Operating results are influenced by general market conditions, U.S. economy strength, consumer parking facility usage, fuel prices, inflation, and interest rates[103] - The uneven return to work post-COVID-19, with a normalized hybrid work structure, has impacted asset performance, especially those with office exposure, highlighting the need for a multi-key demand driver strategy[104] - In 2024, 29 of 40 assets converted to management contracts, aiming for net operating income growth, reduced revenue variability, and enhanced visibility, with plans to convert remaining assets by end of 2027[105] - Average monthly same location RevPAS (Revenue Per Available Stall) decreased to $211.89 for Q2 2025 from $216.63 for Q2 2024[107] Results of Operations (Three Months Ended June 30, 2025 and 2024) Revenue Performance (Three Months Ended June 30, in thousands): | Revenue Type | 2025 | 2024 | $ Change | % Change | | :---------------------- | :--- | :--- | :------- | :------- | | Managed property revenue | $7,441 | $7,226 | $215 | 3.0% | | Base rental income | $1,447 | $1,523 | $(76) | (5.0)% | | Percentage rental income | $104 | $517 | $(413) | (79.9)% | | Total revenues | $8,992 | $9,266 | $(274) | (3.0)% | - Total revenues decreased by 3.0% due to significant declines in events in Minneapolis, decreased baseball attendance in St. Louis, and low hotel occupancy in Denver, partially offset by increases in Oklahoma City and Cleveland[109] Operating Expenses (Three Months Ended June 30, in thousands): | Expense Type | 2025 | 2024 | $ Change | % Change | | :-------------------------- | :--- | :--- | :------- | :------- | | Property taxes | $1,779 | $1,809 | $(30) | (1.7)% | | Property operating expense | $1,778 | $1,824 | $(46) | (2.5)% | | Depreciation and amortization | $2,867 | $2,096 | $771 | 36.8% | | General and administrative | $2,071 | $2,909 | $(838) | (28.8)% | | Professional fees | $352 | $260 | $92 | 35.4% | | Total expenses | $8,847 | $8,898 | $(51) | (0.6)% | - Depreciation and amortization increased by $0.8 million (36.8%) due to accelerated depreciation from phasing out Inigma software[111] - General and administrative expenses decreased by $0.8 million (28.8%) due to vesting of equity compensation awards in 2024 and a change in timing of annual equity awards in 2025[112] Other Expenses (Three Months Ended June 30, in thousands): | Other Item | 2025 | 2024 | $ Change | % Change | | :------------------------------------ | :------- | :------- | :------- | :------- | | Interest expense, net | $(4,704) | $(3,087) | $(1,617) | 52.4% | | Change in fair value of Earn-Out Liability | $(135) | $310 | $(445) | NM | | Total other expense | $(4,806) | $(2,837) | $(1,969) | 69.4% | - Interest expense increased by $1.6 million (52.4%) due to interest and loan fee amortization on the Line of Credit and higher rates from the 2034 CMBS Loan refinancing[115] Results of Operations (Six Months Ended June 30, 2025 and 2024) Revenue Performance (Six Months Ended June 30, in thousands): | Revenue Type | 2025 | 2024 | $ Change | % Change | | :---------------------- | :----- | :----- | :------- | :------- | | Managed property revenue | $13,986 | $12,727 | $1,259 | 9.9% | | Base rental income | $2,906 | $3,166 | $(260) | (8.2)% | | Percentage rental income | $335 | $2,200 | $(1,865) | (84.8)% | | Total revenues | $17,227 | $18,093 | $(866) | (4.8)% | - Total revenues decreased by 4.8% due to $0.6 million in nonrecurring 2023 percent rent collections in 2024, $0.1 million from properties sold in 2024, and declines in St. Louis and Denver, partially offset by Oklahoma City, Cleveland, and increased transient rates[118] Operating Expenses (Six Months Ended June 30, in thousands): | Expense Type | 2025 | 2024 | $ Change | % Change | | :-------------------------- | :----- | :----- | :------- | :------- | | Property taxes | $3,651 | $3,713 | $(62) | (1.7)% | | Property operating expense | $3,677 | $3,345 | $332 | 9.9% | | Depreciation and amortization | $4,948 | $4,189 | $759 | 18.1% | | General and administrative | $3,979 | $5,926 | $(1,947) | (32.9)% | | Professional fees | $813 | $949 | $(136) | (14.3)% | | Impairment | — | $157 | $(157) | (100.0)% | | Total expenses | $17,068 | $18,279 | $(1,211) | (6.6)% | - Property operating expense increased by 9.9% due to additional expenses from properties converted to management contracts after January 2024 and increased spending on security and utilities[120] - General and administrative expenses decreased by $1.9 million (32.9%) due to the vesting of equity compensation awards in 2024 and January 2025, and a change in timing of annual equity awards in 2025[121] Other Expenses (Six Months Ended June 30, in thousands): | Other Item | 2025 | 2024 | $ Change | % Change | | :------------------------------------ | :------- | :------- | :------- | :------- | | Interest expense, net | $(9,340) | $(6,066) | $(3,274) | 54.0% | | Loss on sale of real estate | — | $(42) | $42 | (100.0)% | | Change in fair value of Earn-Out Liability | $235 | $964 | $(729) | (75.6)% | | Total other expense | $(9,154) | $(5,272) | $(3,882) | 73.6% | - Interest expense increased by $3.3 million (54.0%) due to interest and loan fee amortization on the Line of Credit and higher rates from the 2034 CMBS Loan refinancing[125] Non-GAAP Measures - Net Operating Income (NOI) is presented as a supplemental measure, calculated as total revenues less property operating expenses and property taxes, used to evaluate property-level performance[127] Net Operating Income (NOI) (in thousands): | Metric | Q2 2025 | Q2 2024 | 6M 2025 | 6M 2024 | | :------------------- | :------ | :------ | :------ | :------ | | Total revenues | $8,992 | $9,266 | $17,227 | $18,093 | | Property taxes | $1,779 | $1,809 | $3,651 | $3,713 | | Property operating expense | $1,778 | $1,824 | $3,677 | $3,345 | | Net Operating Income | $5,435 | $5,633 | $9,899 | $11,035 | - Adjusted EBITDA is calculated by excluding interest expense, taxes, depreciation, amortization, stock-based compensation, non-cash changes in Earn-Out Liability fair value, gains/losses from dispositions, impairment write-downs, and other income/expense from net income (loss)[129] Adjusted EBITDA Attributable to the Company (in thousands): | Metric | Q2 2025 | Q2 2024 | 6M 2025 | 6M 2024 | | :------------------------------------------ | :------ | :------ | :------ | :------ | | Net loss | $(4,661) | $(2,469) | $(8,995) | $(5,458) | | Interest expense, net | $4,704 | $3,087 | $9,340 | $6,066 | | Depreciation and amortization | $2,867 | $2,096 | $4,948 | $4,189 | | Equity based compensation | $834 | $1,610 | $1,488 | $3,409 | | Adjusted EBITDA Attributable to the Company | $3,846 | $4,074 | $6,595 | $7,569 | Liquidity and Capital Resources - Principal cash demands include debt payments, capital expenditures, preferred stock redemptions/dividends, share repurchases, and asset acquisitions[133] - Primary funding sources are rental income, managed property revenue, existing cash, the Line of Credit, and potential property sales or mortgages[132] - The Company has $216.2 million of debt outstanding, with $39.5 million due within 12 months, raising substantial doubt about its going concern ability[134] - Management plans to address debt maturities through a new debt agreement, refinancing, and potential asset sales, with the option to extend the Line of Credit to December 31, 2025[135] - The Company refinanced $5.5 million and $7.2 million notes payable in February and December 2024, respectively, and entered a $40.4 million Line of Credit and a $75.5 million CMBS financing in September and December 2024[140] - Cash flows from operating activities improved to $0.2 million provided in 6M 2025 from $1.0 million used in 6M 2024[143] - Cash flows from investing activities provided $2.7 million in 6M 2025, primarily from note receivable repayment, contrasting with $0.5 million used in the same period last year[144] - Cash flows from financing activities used $2.9 million in 6M 2025, mainly for debt principal payments and preferred stock distributions/redemptions, an increase from $1.9 million used in 6M 2024[145] Seasonality and Quarterly Results - Business demand drivers are subject to seasonal fluctuations from sports, concerts, theaters, and inclement weather, primarily impacting transient parking revenues[146] - Contract parking revenues are expected to remain relatively stable despite seasonal factors[146] Critical Accounting Policies - No significant changes to critical accounting policies, including merger accounting and impairment of long-lived assets, occurred during 2025[147] Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, Mobile Infrastructure Corporation is exempt from providing quantitative and qualitative disclosures about market risk - The Company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[148] Item 4. Controls and Procedures Management evaluated disclosure controls and procedures, concluding effectiveness as of June 30, 2025, with no material changes in internal control over financial reporting - Disclosure controls and procedures were evaluated and deemed effective as of the end of the period covered by this Quarterly Report[149] - No material changes in internal control over financial reporting were identified during the period[150] Part II Other Information Item 1. Legal Proceedings The Company faces routine claims and litigation, with no material litigation currently threatened, as detailed in Note 12 - The Company is not presently subject to any material litigation, nor is any material litigation threatened, beyond routine business operations[151] - Further details on commitments and contingencies are incorporated by reference from Note 12 of the consolidated financial statements[152] Item 1A. Risk Factors No material changes have occurred to the risk factors previously disclosed in the Company's annual report on Form 10-K for FY2024 - No material changes have occurred to the risk factors outlined in the annual report on Form 10-K for the year ended December 31, 2024[153] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details recent unregistered equity sales, including common stock issuance for Common Unit redemptions, and summarizes share repurchase program activity Recent Sales of Unregistered Securities%20Recent%20Sales%20of%20Unregistered%20Securities) - On May 9, 2025, the Company issued 281,280 shares of common stock, valued at approximately $1.2 million, for the redemption of 281,280 Common Units to The Jerald and Melody Howe Weintraub Revocable Living Trust[154] - These securities were issued under an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933[155] Issuer Purchases of Equity Securities%20Issuer%20Purchases%20of%20Equity%20Securities) - The Board authorized a share repurchase program of up to $10 million in September 2024; 88,139 shares were repurchased for $287,000 during the six months ended June 30, 2025[156] Share Repurchase Activity (Three Months Ended June 30, 2025): | Period | Total Number of Shares Purchased | Average Price Paid per Share | Dollar Value of Shares that May Yet Be Purchased Under the Programs | | :----------------- | :----------------------------- | :--------------------------- | :---------------------------------------------------------------- | | April 1 - 30, 2025 | — | — | $8,408,955 | | May 1 - 31, 2025 | 5,343 | $3.70 | $8,389,192 | | June 1 - 30, 2025 | 600 | $3.72 | $8,386,960 | Item 5. Other Information No directors or officers reported adopting or terminating Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter - No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers during the quarter ended June 30, 2025[158] Item 6. Exhibits This section lists all exhibits filed as part of the Quarterly Report, including articles of incorporation, bylaws, and certifications Selected Exhibits: | Exhibit No. | Description of Exhibit | Filing Date | | :---------- | :---------------------------------------------------------------------------------- | :------------ | | 3.1 | Articles of Incorporation of MIC | August 31, 2023 | | 3.3 | Bylaws of MIC | August 31, 2023 | | 31.1* | Certification of Principal Executive Officer Pursuant to Section 302 | Concurrently | | 32.1** | Certification of Principal Executive Officer and Co-Principal Financial Officers Pursuant to Section 906 | Concurrently | | 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | Concurrently | Signatures The report was signed by Stephanie Hogue, President & CEO, and Paul Gohr, CFO, on August 12, 2025 - The report was signed by Stephanie Hogue, President & Chief Executive Officer, and Paul Gohr, Chief Financial Officer, on August 12, 2025[165]