What changed in this filing

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Item 1. Business

2025-03-11 compared with 2024-03-22 · 38 added, 32 removed, 86 unchanged (45% of the section changed)

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 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.

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Merger with Fifth Wall Acquisition Corp.

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.

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.

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.

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.

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.

As contemplated by the Merger Agreement, FWAC was converted to a Maryland corporation and changed its name to Mobile Infrastructure Corporation.

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 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.

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”).

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.

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.

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;

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 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.

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.

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.

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.

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 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.

Identify opportunities for accretive external growth, including acquisition opportunities;

Selectively dispose of non-core properties, redeploying the net proceeds into acquisition opportunities or to increase our financial flexibility.

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.

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.

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 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.

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.

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.

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.

Ancillary Revenue - Our approach to active asset management will allow us to pursue ancillary revenue opportunities with tech-enabled businesses.

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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 paired with smaller scale owners lacking the financial wherewithal to endure prolonged financial disruption, we see a unique opportunity to consolidate within the industry.

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.

Our Portfolio

Our management team has a long experience in the parking industry;

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.

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We intend to continue to consolidate the industry through acquisitions, partnering with both owners and tenants, to create a meaningful pipeline and scale.

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.

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.

We have historically focused primarily on investing in income-producing parking lots and garages with air rights in top MSAs.

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We intend to acquire under-managed parking facilities and collaborate with our operators to implement a tailored, value-add approach that includes fostering the implementation of identified value levers and mitigating risk exposure, while fostering local business relationships to derive market knowledge and connectivity.

In the event of a future acquisition of properties, we would expect the foregoing criteria to serve as guidelines;

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.

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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.

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.

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.

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.

(“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.

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.

See “Risk Factors— The operations of a large number of our properties in our portfolio are currently concentrated with two tenant operators.

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.

As of December 31, 2023 and 2022, 60.1% and 59.2% of our outstanding accounts receivable balance, respectively, was with SP+.

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.

We have significant competition with respect to the acquisition of real property.

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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.

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.

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.

Each of these factors could adversely affect results of operations, financial condition, value of our investments and ability to pay distributions.

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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;

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+;

Alignment of long-term performance-based compensation for our executives with our investors.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business