Mobile Infrastructure Corp 10-K

ITEM 9A. CONTROLS AND PROCEDURES Controls and Procedures We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) or Rule 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is processed, recorded, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2024, the end of the period covered by this Annual Report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded, as of that time, our disclosure controls and procedures were effective. Remediation of Previously Identified Material Weaknesses 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. To remediate the identified material weaknesses, we completed the following remedial actions: • We hired a Chief Financial Officer who has experience in remediating material weaknesses in internal controls and enhancing control environments. • We trained accounting resources to ensure they have the requisite levels of expertise. • We enhanced our processes and controls related to the calculation of noncontrolling interest and allocation of equity between noncontrolling interest and equity. • We reallocated responsibilities across the finance organization to allow for the appropriate segregation of duties to be applied. • We re-evaluated the permissions of user roles within our accounting system in order to establish more appropriate segregation of duties. • We enhanced our internal control documentation for key controls to ensure the appropriate assignment of preparers and reviewers and the establishment of policies and procedures that would require control performers to document the execution of controls with the appropriate level of precision and supporting evidence. As relevant controls have been designed, implemented, and operated effectively for a sufficient period of time, management, including our Chief Executive Officer and Chief Financial Officer, has concluded the material weaknesses have been remediated as of December 31, 2024. 46 Table of Contents Management ’ s Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting for our Company, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Management has conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024. In completing our evaluation of internal control over financial reporting, management used the criteria in Internal Control -- Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management, with the participation of the Chief Executive Officer and Chief Financial Officer, concluded that, as of December 31, 2024, the Company’s internal control over financial reporting was effective. Changes in Internal Control Over Financial Reporting Aside from the above items, there has not been any change in our internal control over financial reporting during the three months ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION Insider Trading Arrangements During the fiscal quarter ended December 31, 2024 , no directors or officers (as defined in Rule 16a - 1 (f) under the Exchange Act) adopted or terminated a "Rule 10b5 - 1 trading arrangement" or "non-Rule 10b5 - 1 trading arrangement," as those terms are defined in Regulation S-K, Item 408. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 47 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this Item will be included in our definitive proxy statement to be filed with the SEC within 120 days after December 31, 2024 in connection with the Company's 2025 Annual Meeting of Stockholders, and is hereby incorporated by reference into this Form 10-K. We have adopted comprehensive insider trading policies and procedures that apply to all directors, officers and employees. These policies are designed to prevent trading on the basis of material nonpublic information and to ensure compliance with applicable securities laws. The policies include provisions for pre-clearance of trades, blackout periods and the establishment of Rule 10b5-1 trading plans. A copy of our insider trading policy is filed as an exhibit to this Annual Report on Form 10-K. ITEM 11. EXECUTIVE COMPENSATION The information required by this Item will be included in our definitive proxy statement to be filed with the SEC within 120 days after December 31, 2024 in connection with the Company's 2025 Annual Meeting of Stockholders, and is hereby incorporated by reference into this Form 10-K. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this Item will be included in our definitive proxy statement to be filed with the SEC within 120 days after December 31, 2024 in connection with the Company's 2025 Annual Meeting of Stockholders, and is hereby incorporated by reference into this Form 10-K. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this Item will be included in our definitive proxy statement to be filed with the SEC within 120 days after December 31, 2024 in connection with the Company's 2025 Annual Meeting of Stockholders, and is hereby incorporated by reference into this Form 10-K. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by this Item will be included in our definitive proxy statement to be filed with the SEC within 120 days after December 31, 2024 in connection with the Company's 2025 Annual Meeting of Stockholders, and is hereby incorporated by reference into this Form 10-K. 48 Table of Contents PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) Financial Statement Schedules See the Index to Consolidated Financial Statements on page F-1 of this report. (b) Exhibits Exhibit No . Description of Exhibit Form Exhibit of Annex Filing Date File Number 2.1† Agreement and Plan of Merger, dated as of December 13, 2022, by and among FWAC, Merger Sub and Legacy MIC 424B3 A-1 July 11, 2023 333-269231 2.2† First Amendment to the Agreement and Plan of Merger, dated as of March 23, 2023, by and among FWAC, Merger Sub and Legacy MIC 424B3 A-2 July 11, 2023 333-269231 3.1 Articles of Incorporation of MIC 8-K 3.1 August 31, 2023 001-40415 3.2 Articles of Merger (effecting the change of the name of MIC to “Mobile Infrastructure Corporation”) 8-K 3.2 August 31, 2023 001-40415 3.3 Bylaws of MIC 8-K 3.3 August 31, 2023 001-40415 4.1 Specimen Common Stock Certificate of MIC S-4/A 4.2 April 11, 2023 333-269231 4.2 Warrant Agreement, dated as of August 25, 2021, by and between Legacy MIC and Color Up, LLC 8-K 10.14 August 31, 2023 000-55760 4.3 Warrant Assumption and Amendment Agreement, dated as of August 25, 2023, by and among Legacy MIC, MIC, and Color Up, LLC 8-K 10.15 August 31, 2023 001-40415 4.4 Amended and Restated Warrant Agreement, dated as of August 29, 2023, by and between MIC and Color Up, LLC 8-K 10.16 August 31, 2023 001-40415 4.6 Description of Securities 10-K 4.6 March 22, 2024 001-40415 10.1† Credit Agreement, dated as of September 11, 2024 among MIC, the Lenders party thereto and Harvest Small Cap Partners, L.P. 8-K 10.1 September 11, 2024 001-40415 10.2 CMBS Loan Agreement, dated December 6, 2024, by and among the Borrowers party thereto and Argentic Real Estate Finance 2 LLC. 8-K 10.1 December 11, 2024 001-40415 10.3 Loan Agreement, dated as of January 10, 2017, by and between MVP Detroit Center Garage, LLC and Bank of America, N.A. 8-K 10.1 January 12, 2017 333-205893 10.4 Tax Matters Agreement, dated as of August 25, 2021, by and among Legacy MIC, Mobile Infra Operating Partnership, L.P., and each Protected Partner identified as a signatory on Schedule I thereto 8-K 10.1 August 31, 2021 000-55760 10.5 Assignment of Claims, Causes of Action, and Proceeds, dated as of August 25, 2021, by Legacy MIC in favor of Michael V. Shustek, MVP Realty Advisors, LLC, Vestin Realty Mortgage I, Inc., Vestin Realty Mortgage II, Inc., and their designees, successors, representatives, heirs, and assigns 8-K 10.3 August 31, 2021 000-55760 10.6 Software License and Development Agreement, dated as of August 25, 2021, by and between Legacy MIC and DIA Land Co., LLC 8-K 10.7 August 31, 2021 000-55760 10.7 Amended and Restated Registration Rights Agreement, dated as of November 2, 2021, by and among Legacy MIC, Color Up, LLC and HSCP Strategic III, L.P. 8-K 10.3 November 4, 2021 000-55760 10.8# Employment Agreement, dated as of August 25, 2021, by and between Legacy MIC and Manuel Chavez 8-K 10.10 August 31, 2021 000-55760 10.9# Employment Agreement, dated as of August 25, 2021, by and between Legacy MIC and Stephanie Hogue 8-K 10.11 August 31, 2021 000-55760 49 Table of Contents 10.10# First Amendment to Employment Agreement, dated as of August 23, 2022, by and among Legacy MIC, Mobile Infra Operating Partnership, L.P., and Manuel Chavez 8-K 10.1 August 26, 2022 000-55760 10.11# First Amendment to Employment Agreement, dated as of August 23, 2022, by and among Legacy MIC, Mobile Infra Operating Partnership, L.P., and Stephanie Hogue 8-K 10.2 August 26, 2022 000-55760 10.12# Second Amendment to Employment Agreement, dated as of December 13, 2022, by and among Legacy MIC, Mobile Infra Operating Partnership, L.P., and Manuel Chavez 8-K 10.4 December 14, 2022 000-55760 10.13# Second Amendment to Employment Agreement, dated as of December 13, 2022, by and among Legacy MIC, Mobile Infra Operating Partnership, L.P., and Stephanie Hogue 8-K 10.5 December 14, 2022 000-55760 10.14# Form of Performance Unit Award Agreement 10-Q 10.1 August 15, 2022 000-55760 10.15# Form of First Amendment to Performance Unit Agreement S-4/A 10.39 April 11, 2023 333-269231 10.16# Form of LTIP Unit Agreement (Director Grants) 10-Q 10.2 August 15, 2022 000-55760 10.17# Form of LTIP Unit Agreement (Liquidity Event) 8-K 10.3 August 26, 2022 000-55760 10.18# First Amendment to LTIP Unit Agreement, dated as of December 13, 2022, by and among Legacy MIC, Mobile Infra Operating Partnership, L.P., and Manuel Chavez 8-K 10.6 December 14, 2022 000-55760 10.19# First Amendment to LTIP Unit Agreement, dated as of December 13, 2022, by and among Legacy MIC, Mobile Infra Operating Partnership, L.P., and Stephanie Hogue 8-K 10.7 December 14, 2023 000-55760 10.20# Form of First Amendment to LTIP Unit Agreement S-4/A 10.44 April 11, 2023 333-269231 10.21# Form of Mobile Infrastructure Corporation and Mobile Infra Operating Company, LLC Performance Unit Award Agreement S-4/A 10.45 April 11, 2023 333-269231 10.22# Form of Mobile Infrastructure Corporation and Mobile Infra Operating Company, LLC LTIP Unit Award Agreement S-4/A 10.46 April 11, 2023 333-269231 10.23# Mobile Infrastructure Corporation and Mobile Infra Operating Company, LLC 2023 Incentive Award Plan 424B3 N July 11, 2023 333-269231 10.24 Registration Rights Agreement, dated as of August 25, 2023, by and among MIC, FWAC, the FWAC Sponsor Holders identified on Schedule A thereto, the MIC Holders identified on Scheduled B thereto, and the Preferred Holders identified on Schedule C thereto 8-K 10.42 August 31, 2023 001-40415 10.25 Second Amended and Restated Sponsor Agreement, dated as of June 15, 2023, by and among FWAC, Legacy MIC, Sponsor, and certain holders of FWAC Class B Shares 424B3 F July 11, 2023 333-269231 10.26 Letter Agreement, dated as of August 25, 2023, by and among FWAC, Sponsor, and Legacy MIC 8-K 10.46 August 31, 2023 001-40415 10.27 Form of Preferred Subscription Agreement 424B3 K July 11, 2023 333-269231 10.28 Support Agreement, dated as of December 13, 2022, by and between FWAC and Color Up, LLC 8-K 10.5 December 14, 2022 001-40415 10.29 Amended and Restated Support Agreement, dated as of March 23, 2023, by and between FWAC and HSCP Strategic III, L.P 8-K 10.1 March 23, 2023 001-40415 10.30 Limited Liability Company Agreement of Mobile Infra Operating Company, LLC 8-K 10.50 August 31, 2023 001-40415 10.31 Form of Indemnification Agreement of MIC S-4/A 10.60 April 11, 2023 333-269231 19.1* Insider Trading Policy 21.1* List of subsidiaries of MIC 23.1* Consent of Deloitte & Touche LLP, independent registered public accounting firm of MIC 50 Table of Contents 31.1* Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Co-Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.3* Certification of Co-Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32* Certification of Chief Executive Officer and Co-Principal Financial Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 Policy for the Recovery of Erroneously Awarded Compensation 10-K 97.1 March 22, 2024 001-40415 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Linkbase Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document101.DEF* 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed concurrently herewith. # Indicates a management or compensatory plan † Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon request. ITEM 16. Form 10-K Summary None. 51 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Mobile Infrastructure Corporation By: /s/ Manuel Chavez Manuel Chavez Chief Executive Officer Date: March 11, 2025 By: /s/ Stephanie Hogue Stephanie Hogue President Date: March 11, 2025 By: /s/ Paul Gohr Paul Gohr Chief Financial Officer Date: March 11, 2025 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Capacity Date /s/ Manuel Chavez Chief Executive Officer and Director March 11, 2025 Manuel Chavez (Principal Executive Officer) /s/ Stephanie Hogue President and Director March 11, 2025 Stephanie Hogue (Co-Principal Financial Officer) /s/ Paul Gohr Chief Financial Officer March 11, 2025 Paul Gohr (Co-Principal Financial Officer and Principal Accounting Officer) /s/ David Garfinkle Director March 11, 2025 David Garfinkle /s/ Brad Greiwe Director March 11, 2025 Brad Greiwe /s/ Danica Holley Director March 11, 2025 Danica Holley /s/ Damon Jones Director March 11, 2025 Damon Jones /s/ Jeffrey B. Osher Director March 11, 2025 Jeffrey B. Osher 52 Table of Contents INDEX TO FINANCIAL STATEMENTS Page REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID No. 34 ) F-2 FINANCIAL STATEMENTS Consolidated Balance Sheets F-3 Consolidated Statements of Operations F-4 Consolidated Statements of Changes in Equity F-5 Consolidated Statements of Cash Flows F-6 Notes to the Consolidated Financial Statements F-7 F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Mobile Infrastructure Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Mobile Infrastructure Corporation and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in equity, and cash flows, for each of the two years in the period ended December 31, 2024, and the related notes and schedule III listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Deloitte & Touche LLP Cincinnati, OH March 11, 2025 We have served as the Company's auditor since 2021. F-2 Table of Contents MOBILE INFRASTRUCTURE CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands, except per share amounts) As of December 31, 2024 2023 ASSETS Investments in real estate Land and improvements $ 157,922 $ 161,291 Buildings and improvements 259,750 260,966 Construction in progress 13 273 Intangible assets 10,063 10,187 427,748 432,717 Accumulated depreciation and amortization ( 38,018 ) ( 29,838 ) Total investments in real estate, net 389,730 402,879 Cash 10,655 11,134 Cash – restricted 5,164 5,577 Accounts receivable, net 3,516 2,269 Notes receivable 3,120 — Other assets 2,877 1,378 Total assets $ 415,062 $ 423,237 LIABILITIES AND EQUITY Liabilities Notes payable, net $ 185,921 $ 134,380 Revolving credit facility, net — 58,523 Line of credit 27,238 — Accounts payable and accrued expenses 10,634 14,666 Accrued preferred distributions and redemptions 596 10,464 Earn-Out liability 935 1,779 Due to related parties 467 470 Total liabilities 225,791 220,282 Equity Mobile Infrastructure Corporation Stockholders’ Equity Preferred stock Series A, $ 0.0001 par value, 50,000 shares authorized, 1,949 and 2,812 shares issued and outstanding, with a stated liquidation value of $ 1,949,000 and $ 2,812,000 as of December 31, 2024 and December 31, 2023, respectively — — Preferred stock Series 1, $ 0.0001 par value, 97,000 shares authorized, 18,165 and 36,677 shares issued and outstanding, with a stated liquidation value of $ 18,165,000 and $ 36,677,000 as of December 31, 2024 and December 31, 2023, respectively — — Preferred stock Series 2, $ 0.0001 par value, 60,000 shares authorized, 46,000 issued and converted (stated liquidation value of zero as of December 31, 2024 and December 31, 2023) — — Common stock, $ 0.0001 par value, 500,000,000 shares authorized, 40,376,974 and 27,858,539 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively 2 2 Warrants issued and outstanding – 2,553,192 warrants as of December 31, 2024 and December 31, 2023 3,319 3,319 Additional paid-in capital 306,718 262,184 Accumulated deficit ( 140,056 ) ( 134,291 ) Total Mobile Infrastructure Corporation Stockholders’ Equity 169,983 131,214 Non-controlling interest 19,288 71,741 Total equity 189,271 202,955 Total liabilities and equity $ 415,062 $ 423,237 The accompanying notes are an integral part of these consolidated financial statements. F-3 Table of Contents MOBILE INFRASTRUCTURE CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) For the Years 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 Operating expenses Property taxes 7,256 7,178 Property operating expense 7,119 1,985 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 Total expenses 35,488 60,504 Other Interest expense, net ( 13,830 ) ( 13,910 ) 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 Total other expense ( 9,901 ) ( 8,006 ) Net loss ( 8,381 ) ( 38,238 ) Net loss attributable to non-controlling interest ( 2,616 ) ( 13,115 ) Net loss attributable to Mobile Infrastructure Corporation’s stockholders $ ( 5,765 ) $ ( 25,123 ) Preferred stock distributions declared - Series A ( 134 ) ( 197 ) Preferred stock distributions declared - Series 1 ( 1,640 ) ( 2,555 ) Preferred stock distributions declared - Series 2 — ( 4,600 ) Net loss attributable to Mobile Infrastructure Corporation’s common stockholders $ ( 7,539 ) $ ( 32,475 ) Basic and diluted loss per weighted average common share: Net loss per share attributable to Mobile Infrastructure Corporation’s common stockholders - basic and diluted $ ( 0.24 ) $ ( 2.45 ) Weighted average common shares outstanding, basic and diluted 32,007,271 13,244,388 The accompanying notes are an integral part of these consolidated financial statements. F-4 Table of Contents MOBILE INFRASTRUCTURE CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In thousands) Preferred stock Common stock Additional Non- Number of Number of Paid-in Accumulated controlling Shares Par Value Shares Par Value Warrants Capital Deficit interest Total Balance, December 31, 2022 42,673 $ — 13,089,848 $ — $ 3,319 $ 193,176 $ ( 109,168 ) $ 99,681 $ 187,008 Equity-based compensation — — — — — 19 — 7,465 7,484 Distributions to non-controlling interest holders — — — — — — — ( 463 ) ( 463 ) Declared distributions – Series A ($ 75.00 per share) — — — — — ( 197 ) — — ( 197 ) Declared distributions – Series 1 ($ 70.00 per share) — — — — — ( 2,555 ) — — ( 2,555 ) Declared distributions – Series 2 ($ 0.10 ) per share) — — — — — ( 4,600 ) — — ( 4,600 ) Conversions - Series 1 ( 3,134 ) — 967,346 — — 778 — — 778 Conversions - Series A ( 50 ) — 13,883 — — 13 — — 13 Conversions - Series 2 ( 46,000 ) — 13,787,462 2 — — — — 2 Reverse Recapitalization, net of issuance costs 46,000 — — — — 53,723 — — 53,723 Allocation of equity to non-controlling interest — — — — — 21,827 — ( 21,827 ) — Net loss — — — — — — ( 25,123 ) ( 13,115 ) ( 38,238 ) Balance, December 31, 2023 39,489 $ — 27,858,539 $ 2 $ 3,319 $ 262,184 $ ( 134,291 ) $ 71,741 $ 202,955 Equity based payments — — 73,609 — — 1,392 — 5,294 6,686 Distributions to non-controlling interest holders — — — — — — — ( 208 ) ( 208 ) Purchase of minority interest in subsidiary — — — — — 144 — ( 1,644 ) ( 1,500 ) Issuance of common stock — — 500,000 — — 1,740 — — 1,740 Share repurchase program — — ( 419,188 ) — — ( 1,326 ) — — ( 1,326 ) Redemptions - Series 1 ( 10,554 ) — — — — ( 11,057 ) — — ( 11,057 ) Redemptions - Series A ( 280 ) — — — — ( 280 ) — — ( 280 ) Declared distributions – Series A ($ 57.50 per share) — — — — — ( 134 ) — — ( 134 ) Declared distributions – Series 1 ($ 55.00 per share) — — — — — ( 1,640 ) — — ( 1,640 ) Conversions - Series 1 ( 7,958 ) — 2,789,900 — — 2,281 — — 2,281 Conversions - Series A ( 583 ) — 192,656 — — 171 — — 171 Allocation of equity to non-controlling interest — — 9,381,458 — — 53,243 — ( 53,279 ) ( 36 ) Net loss — — — — — — ( 5,765 ) ( 2,616 ) ( 8,381 ) Balance, December 31, 2024 20,114 $ — 40,376,974 $ 2 $ 3,319 $ 306,718 $ ( 140,056 ) $ 19,288 $ 189,271 The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents MOBILE INFRASTRUCTURE CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) For the Years Ended December 31 2024 2023 Cash flows from operating activities: Net Loss $ ( 8,381 ) $ ( 38,238 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense 8,403 8,512 Amortization of loan costs 1,329 1,236 Loss on extinguishment of debt 87 105 Gain on settlement of liability ( 823 ) ( 1,155 ) Loss on interest rate cap 55 151 Gain on sale of real estate ( 2,651 ) ( 660 ) Equity based payment 5,719 7,484 Impairment 157 8,982 Issuance of Preferred Series 2 Stock — 16,101 Change in fair value of Earn-Out liability ( 844 ) ( 4,065 ) Changes in operating assets and liabilities Due to/from related parties ( 3 ) 156 Accounts payable and accrued expenses ( 1,915 ) 2,809 Indemnification liability ( 350 ) — Deferred offering costs — ( 3,022 ) Other assets ( 320 ) ( 101 ) Accounts receivable ( 1,247 ) ( 420 ) Net cash (used in) operating activities ( 784 ) ( 2,125 ) Cash flows from investing activities: Capital expenditures ( 511 ) ( 1,821 ) Proceeds on sale of investment in real estate 4,746 1,475 Net cash provided by (used in) investing activities 4,235 ( 346 ) Cash flows from financing activities Proceeds from Line of Credit 27,238 — Payments on notes payable ( 40,046 ) ( 14,085 ) Payments on Revolving Credit Facility ( 58,700 ) ( 15,000 ) Proceeds from notes payable 93,400 — Proceeds from reverse recap, net of payment of equity issuance costs — 38,866 Payment of transaction costs for reverse recapitalization — ( 905 ) Payment on interest rate cap — ( 205 ) Distributions to non-controlling interest holders ( 208 ) ( 463 ) Purchase of minority interest in subsidiary ( 1,500 ) — Loan fees ( 2,542 ) — Share repurchase plan ( 1,326 ) — Shares repurchased for vesting of employee awards ( 133 ) — Preferred redemption payments ( 10,834 ) — Preferred dividend payments ( 9,692 ) — Net cash (used in) provided by financing activities ( 4,343 ) 8,208 Net change in cash, cash equivalents and restricted cash ( 892 ) 5,737 Cash and cash equivalents and restricted cash, beginning of period 16,711 10,974 Cash and cash equivalents and restricted cash, end of period $ 15,819 $ 16,711 Reconciliation of Cash and Cash Equivalents and Restricted Cash: Cash and cash equivalents at beginning of period 11,134 5,758 Restricted cash at beginning of period 5,577 5,216 Cash and cash equivalents and restricted cash at beginning of period $ 16,711 $ 10,974 Cash and cash equivalents at end of period 10,655 11,134 Restricted cash at end of period 5,164 5,577 Cash and cash equivalents and restricted cash at end of period $ 15,819 $ 16,711 Supplemental disclosures of cash flow information: Interest Paid $ 11,095 $ 12,740 Non-cash investing and financing activities: Distributions declared not yet paid $ 95 $ 2,752 Preferred distributions paid in common stock $ 2,452 $ 791 Right of use asset and lease liability $ 332 $ — Note receivable related to disposition of property $ 3,120 $ — Requested preferred redemptions not yet paid $ 503 $ — Common stock issued as loan fees $ 1,740 $ — Shares issued or to be issued in exchange for compensation $ 1,103 $ — Series 2 Preferred Stock dividend paid-in-kind $ — $ 4,600 Accrued capital expenditures $ 595 $ 647 The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents MOBILE INFRASTRUCTURE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 Note 1 — Organization and Business Operations Mobile Infrastructure Corporation (formerly known as Fifth Wall Acquisition Corp. III or “FWAC”) is a Maryland corporation. We focus 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 the top 50 U.S. Metropolitan Statistical Areas, 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 own 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. FWAC was a blank check, Cayman Islands exempted company, incorporated on February 19, 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. 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. 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 -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 -K 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. 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”). In connection with the conversion, each outstanding unit of partnership interest of the Operating Partnership was converted automatically, on a one -for- one basis, into an equal number of identical membership units of 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. The Operating Company is managed by a board of directors, one appointed by the Company and one appointed by the other members of the Operating Company. Currently, the two directors of the Operating Company are Manuel Chavez, III, our Chief Executive Officer and a director, and Stephanie Hogue, our President and a director. The Company owns approximately 90.0 % of the Common Units of the Operating Company. The remaining Common Units are held by certain of our executive officers and directors (directly or indirectly) and outside investors. The Company is publicly traded on the NYSE American under the ticker “BEEP.” As a result of the Merger: • Each then issued and outstanding Class A Share and Class B Share of FWAC was converted, on a one -for- one basis, into one share of the Company's common stock; • Each then issued and outstanding share of Legacy MIC common stock was converted into 1.5 shares of the Company's common stock; • Each share of Legacy MIC Series 1 Convertible Redeemable Preferred Stock (“Legacy MIC Series 1 Preferred Stock”) and Legacy MIC Series A Convertible Redeemable Preferred Stock (“Legacy MIC Series A Preferred Stock”) issued and outstanding was converted into one share of Series 1 Convertible Redeemable Preferred Stock (the “Series 1 Preferred Stock”) and Series A Convertible Redeemable Preferred Stock (“Series A Preferred Stock”) of the Company, as applicable; and • The outstanding common stock warrant of Legacy MIC to purchase 1,702,128 shares of Legacy MIC common stock at an exercise price of $ 11.75 per share became a warrant to purchase 2,553,192 shares of common stock of the Company at an exercise price of $ 7.83 per share. F- 7 Table of Contents Additionally, on June 15, 2023, HS3, Harvest Small Cap Partners, L.P. and Harvest Small Cap Partners Master, Ltd., entities controlled by Mr. Osher, co-chair of the Company's board of directors, and Bombe-MIC Pref, LLC, an entity controlled by Mr. Chavez and of which Ms. Hogue is a member, (collectively, the “Preferred PIPE Investors”), each entered into a Preferred Subscription Agreement with FWAC pursuant to which, among other things, the Preferred PIPE Investors agreed to subscribe for and purchase, and FWAC agreed to issue and sell to the Preferred PIPE Investors, a total of 46,000 shares of Series 2 Convertible Preferred Stock of the Company, par value $ 0.0001 per share (the “Series 2 Preferred Stock”), at $ 1,000 per share for an aggregate purchase price of $ 46 million (the “Preferred PIPE Financing”). Pursuant to the terms and conditions of the Preferred Subscription Agreement, on December 31, 2023, the Series 2 Preferred Stock converted into 13,787,462 shares of our common stock, inclusive of 1,253,404 shares of our common stock issued as dividends to the Preferred PIPE Investors. Accounting Treatment of the Merger and Retroactive Equity Application Legacy MIC determined that it was the accounting acquirer in the Merger based on an analysis of the criteria outlined in Accounting Standards Codification (“ASC”) 805, Business Combinations. The Merger was accounted for as a reverse recapitalization, in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The identification of Legacy MIC as the accounting acquirer was based primarily on evaluation of the following facts and circumstances: • The business affairs of the Company are controlled by the Board consisting of eight individuals, seven of whom were board members of Legacy MIC and one designated by FWAC (the Board has subsequently reduced to seven individuals); • The management of the Company is led by Legacy MIC’s Chief Executive Officer, Manuel Chavez, III, and President and then-Chief Financial Officer, Stephanie Hogue; and • Legacy MIC was significantly larger than FWAC in terms of revenue, total assets (excluding cash) and employees. Under this method of accounting, FWAC was treated as the acquired company for financial reporting purposes. Accordingly, the Merger was treated as the equivalent of Legacy MIC issuing stock for the net assets of FWAC, accompanied by a recapitalization. The net assets of FWAC were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger are those of Legacy MIC. In accordance with guidance applicable to these circumstances, the equity structure has been retroactively recast in all comparative periods up to the Closing Date, to reflect the equivalent number of shares of our common stock based on the exchange ratio of 1.5 established in the Merger. Note 2 — Summary of Significant Accounting Policies Basis of Accounting Our consolidated financial statements are prepared on the accrual basis of accounting and in accordance with principles generally accepted in the United States of America (“GAAP”) for financial information as contained in the Financial Accounting Standards Board (“FASB”) ASC, and in conjunction with rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all normal recurring adjustments considered necessary to give a fair presentation of operating results for the periods presented have been included. Certain prior period amounts have been reclassified to conform to the current period presentation. There was no impact to our financial position as a result of any reclassification. Going Concern The accompanying consolidated financial statements are prepared in accordance with GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. F- 8 Table of Contents The going concern basis assumes that we will be able to meet our obligations and continue our operations one year from the date of the issuance of the Annual Report, which is dependent upon our ability to effectively implement plans related to the Line of Credit and a note payable that mature within one year after the date of the issuance of the Annual Report. We have incurred net losses since our inception and anticipate net losses for the near future. We have $ 29.9 million of debt due within twelve months of the date of issuance of this Annual Report which is comprised of $ 27.2 million related to the Line of Credit (as defined herein) and a $ 2.7 million note payable. 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. We are currently analyzing alternatives in order to satisfy these debt maturities. 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. As such, we have concluded that these plans alleviate substantial doubt about the Company’s ability to continue as a going concern. Consolidation The consolidated financial statements include the accounts of the Company, the Operating Company, each of their wholly owned subsidiaries, and all other entities in which we have a controlling financial interest. For entities that meet the definition of a variable interest entity (“VIE”), we consolidate those entities when we are the primary beneficiary of the entity. We are determined to be the primary beneficiary when we possess both the power to direct activities that most significantly impact the economic performance of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. We continually evaluate whether we qualify as the primary beneficiary and reconsider our determination of whether an entity is a VIE upon reconsideration events. All intercompany activity is eliminated in consolidation. Noncontrolling interests on our Consolidated Balance Sheets represent the portion of equity that we do not own in the entities we consolidate. Net income or loss attributable to non-controlling interest in our Consolidated Statements of Operations represents our partners’ share of net income or loss that is generally allocated on a pro-rata basis based on ownership percentage. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding stock issuance, equity compensation, asset impairment, and purchase price allocations to record investments in real estate, as applicable. F- 9 Table of Contents 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. (“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. 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. 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. Acquisitions All assets acquired and liabilities assumed in an acquisition of real estate accounted for as a business combination are measured at their acquisition date fair values. For acquisitions of real estate accounted for as an asset acquisition, the fair value of consideration transferred by us (including transaction costs) is allocated to all assets acquired and liabilities assumed on a relative fair value basis. In making estimates of fair values for purposes of allocating purchase price, we will utilize several sources, including independent third -party valuations that may be obtained in connection with the acquisition or financing of the respective property and other market data. We will also consider information obtained about each property as a result of our pre-acquisition due diligence, as well as subsequent marketing and leasing activities, in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed. We allocate the purchase price of acquired properties to tangible and identifiable intangible assets acquired based on their relative fair values. Tangible assets include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis. We utilize various estimates, processes and information to determine the as-if vacant property value. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other methods. Amounts allocated to land, land improvements, buildings and fixtures are based on valuations performed by independent third parties or on our analysis of comparable properties in our portfolio. Identifiable intangible assets include amounts allocated to acquire leases for above- and below-market lease rates, the value of in-place leases, and the value of customer relationships, as applicable. The aggregate value of intangible assets related to in-place leases is primarily the difference between the property valued with existing in-place leases adjusted to market rental rates and the property valued as if vacant. In our analysis of the in-place lease intangibles, we consider multiple factors, including an estimate of carrying costs during the expected lease-up period for each property, current market conditions and costs to execute similar leases. In estimating carrying costs, we will include real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up period. Estimates of costs to execute similar leases including leasing commissions, legal and other related expenses are also utilized. The value of lease intangibles is amortized to Depreciation and Amortization in our Consolidated Statements of Operations over the remaining term of the respective lease. If a tenant terminates its lease with us, the unamortized portion of any lease intangible is recognized over the shortened lease term. F- 10 Table of Contents Impairment of Long-Lived Assets On a quarterly basis, we employ a multi-step approach to assess our real estate assets for possible impairment and record any impairment charges identified. The first step is the identification of potential triggering events, such as declines in net operating income (“NOI”) and performance compared to internal forecasts. If the results of this first step indicate a triggering event for a property, we proceed to the second step, utilizing an undiscounted cash flow model to identify potential impairment. If the undiscounted cash flows are less than the net book value of the property as of the balance sheet date, we record an impairment charge based on the fair value determined in the third step. In performing the third step, 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. See Note 15 for additional discussion regarding impairment of long-lived assets. At least annually, we review indefinite-lived intangible assets for indicators of impairment. We first evaluate qualitative factors to determine if it is more likely than not that the carrying value of an indefinite-lived intangible asset exceeds its estimated fair value. Such qualitative factors include the impact of macroeconomic conditions, changes in the industry or market, cost factors, and financial performance. If we then conclude that impairment exists, we will recognize a charge to earnings representing the difference between the carrying amount and the estimated fair value of the indefinite-lived intangible asset. Cash, Cash Equivalents and Restricted Cash We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents may include cash and short-term investments. Short-term investments are stated at cost, which approximates fair value and may consist of investments in money market accounts and money market funds. Balances of cash and cash equivalents held at financial institutions may, at times, be in excess of the Federal Deposit Insurance Corporation (FDIC) insurance limit. We mitigate credit risk by placing cash and cash equivalents with major financial institutions. Restricted cash primarily consists of escrowed tenant improvement funds, real estate taxes, capital improvement funds, insurance premiums and other amounts required to be escrowed pursuant to loan agreements. Revenue Recognition During 2024, 29 of our parking facilities converted from lease arrangements with operators to contracts with the operator to provide services for a set fee. Under these contracts, the operators will run the day-to-day activities at the facilities under our direction. We recognize revenue and expenses on a gross basis as we have determined we are the principal in these arrangements. These management contracts are accounted for in accordance with ASC Topic 606, Revenue from Contracts with Customers, and the revenues associated with these contracts are recorded as Managed Property Revenue in the Consolidated Statement of Operations. Taxes assessed by a governmental authority that are collected from a customer are excluded from revenue. See Note 4 for additional discussion regarding managed property revenues. Leases A portion of our revenue is rental income derived from leases of our real estate assets. We account for our leases in accordance with ASC Topic 842, Leases (“ASC 842” ). The majority of our leases are structured such that tenants pay base rent and percentage rent in an amount equal to a designated percentage of the amount by which gross revenues at the property during any lease year exceed a negotiated base amount; tenants are also financially responsible for all, or substantially all, property-level operating and maintenance expenses, subject to certain exceptions. We negotiate base rent, percentage rent and the base amount used in the calculation of percentage rent with the applicable tenant based on economic factors applicable to the particular parking facility and geographic market. In general, we expect that the rent received from tenants will constitute the majority of the gross receipts generated at such parking facility above the applicable negotiated threshold. A lease is determined to be an operating, sales-type, or direct financing lease using the criteria established in ASC 842. Leases will be considered either sales-type or direct financing leases if any of the following criteria are met: • if the lease transfers ownership of the underlying asset to the lessee by the end of the term; • if the lease grants the lessee an option to purchase the underlying asset that is reasonably certain to be exercised; • if the lease term is for the major part of the remaining economic life of the underlying asset; or • if the present value of the sum of the lease payments and any residual value guaranteed by the lessee equals or exceeds substantially all of the fair value of the underlying asset. F- 11 Table of Contents If none of the criteria listed above are met, the lease is classified as an operating lease. Currently, all of our leases are classified as operating leases. Certain of our lease agreements provide for tenant reimbursements of property taxes and other operating expenses that are variable depending upon the applicable expenses incurred. These reimbursements are accrued as Base Rental Income in our Consolidated Statements of Operations in the period in which the applicable expenses are incurred. Certain assumptions and judgments are made in estimating the reimbursements at the end of each reporting period. We do not expect the actual results to materially differ from the estimated reimbursements. Lease receivables are reviewed each reporting period to determine whether or not it is probable that we will realize substantially all lease payments from our tenants. If we determine it is not probable that we will collect substantially all of the remaining lease payments from a tenant, revenue for that tenant is recorded on a cash basis. Future rental income for that tenant will then be recognized on a cash basis, including any amounts relating to tenant reimbursement of expenses and receivables related to straight-line rent. We will resume recording lease income on an accrual basis for cash-basis tenants once we believe the collection of rent for the remaining lease term is probable, which will generally be after a period of regular payments. Under ASC 842, the aforementioned adjustments as well as any reserve for disputed charges are recorded as a reduction of Base Rental Income on the Consolidated Statements of Operations. Additionally, we may record a general reserve based on a review of operating lease receivables at a company level to ensure they are properly valued based on analysis of historical bad debt, outstanding balances, and the current economic climate. Receivables on our Consolidated Balance Sheets exclude amounts removed related to tenants considered to be non-creditworthy, which were approximately $ 0.1 million as of December 31, 2024 and not material as of December 31, 2023. Allowance for Credit Losses Accounts receivable is primarily comprised of amounts owed to us for services provided under our managed property contracts. In addition, as of December 31, 2024, we have a note receivable related to a property sale that was collected in full subsequent to year-end. Amounts are recorded at the invoiced amount net of an allowance for doubtful accounts, if necessary. We apply judgment in assessing the ultimate realization of our receivables and we estimate an allowance for doubtful accounts based on various factors, such as the aging of our receivables, historical experience, and the financial condition of our obligors. Allowance for doubtful accounts was approximately $ 0.1 million as of December 31, 2024 and immaterial as of December 31, 2023. Investments in Real Estate Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life of the asset. Costs of repairs and maintenance are expensed as incurred. Depreciation is recognized on a straight-line method over the estimated useful lives of each asset type. We periodically assess the reasonableness of useful lives which generally have the following lives, by asset class: up to 39 years for buildings, 15 years for land improvements, five years for fixtures and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests, generally one to 20 years. Stock-Based Compensation Stock-based compensation for equity awards is based on the grant date fair value of the equity awards and is recognized as General and Administrative in our Consolidated Statements of Operations over the requisite service or performance period. Forfeitures are recognized as incurred. Certain equity awards are subject to vesting based upon the satisfaction of various service, market, or performance conditions. Fair value for our performance-based awards is calculated using the Monte Carlo method, which is intended to estimate the fair value of the awards using dividend yields, expected volatilities that are primarily based on available implied data and peer group companies’ historical data, and post-vesting restriction periods. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Valuation allowances are established when management determines that it is more likely than not that all or some portion of the deferred tax asset will not be realized. A full valuation allowance has been recorded for deferred tax assets due to our history of taxable losses. F- 12 Table of Contents We use a two -step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolutions of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more likely than not of being realized upon ultimate settlement. We believe that our income tax filing positions and deductions would be sustained upon examination; thus, we have not recorded any uncertain tax positions as of December 31, 2024 and 2023 . Recently Issued Accounting Standards The following table provides a brief description of recent accounting pronouncements that could have a material effect on our consolidated financial statements: Standard Description Planned Date of Adoption Effect on Financial Statements or Other Significant Matters ASU 2023 - 07—Segment Reporting (TOPIC 280 ): Improvements to Reportable Segment Disclosures The amendments improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. December 31, 2024 We adopted this standard on December 31, 2024. Refer to Footnote 18 - Segment Information. ASU 2023 - 09—Income Taxes (TOPIC 740 ): Improvements to Income Tax Disclosures The amendments require additional categories within the tax rate reconciliation and provide additional information on reconciling items that are 5% or more. December 31, 2025 We are currently evaluating the impact the adoption of this standard will have on our disclosures. ASU 2024 - 01—Stock Compensation (TOPIC 718 ): Scope Application of Profits Interest and Similar Awards The amendment clarifies how an entity determines whether a profits interest or similar award is ( 1 ) within the scope of ASC 718 or ( 2 ) not a share-based payment arrangement and therefore within the scope of other guidance. January 1, 2025 We evaluated the impact of adoption of this standard and noted no changes were needed on our consolidated financial statements. ASU 2024 - 03—Income Statement: Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220 - 40 ) This amendment requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements for public business entities December 31, 2027 We are currently evaluating the impact the adoption of this standard will have on our disclosures. F- 13 Table of Contents Note 3 – Reverse Recapitalization As described in Note 1, the Merger closed on August 25, 2023. In connection with the Merger: • holders of an aggregate of 27,080,715 FWAC Class A Shares, representing 95.3 % of FWAC’s Class A Shares, exercised their right to redeem their shares for cash for an aggregate redemption amount of $279,018,123; • Fifth Wall Acquisition Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor”), forfeited 4,855,000 FWAC Class B Shares held by the Sponsor immediately prior to the Closing for no consideration; • 46,000 shares of Series 2 Preferred Stock were issued in connection with the Preferred PIPE Financing at a purchase price of $ 1,000 per share for an aggregate purchase price of $46,000,000; • each then issued and outstanding Class A Share and Class B Share of FWAC was converted, on a one -for- one basis, into one share of the Company’s common stock; • each then issued and outstanding share of Legacy MIC common stock was converted into 1.5 shares of the Company’s common stock; • each share of Legacy MIC Series 1 Preferred Stock and Legacy MIC Series A Preferred Stock issued and outstanding was converted into one share of Series 1 Preferred Stock and Series A Preferred Stock, as applicable; • the outstanding common stock warrant of Legacy MIC to purchase shares of Legacy MIC common stock at an exercise price of $ 11.75 per share became a warrant to purchase 2,553,192 shares of common stock of the Company at an exercise price of $ 7.83 per share; and • in connection with the conversion of the Operating Partnership into the Operating Company, each outstanding unit of partnership interest of the Operating Partnership converted automatically, on a one -for- one basis, into an equal number of identical membership units of the Operating Company. Following the completion of the Merger, the Company had the following outstanding securities: • 13,089,848 shares of the Company’s common stock; • 39,811 shares of Series 1 Preferred Stock; • 2,862 shares of Series A Preferred Stock; • 46,000 shares of Series 2 Preferred Stock; and • a warrant to purchase 2,553,192 shares of the Company’s common stock at an exercise price of $ 7.83 per share. Following the completion of the Merger and after giving effect to the cashless conversion of 638,298 Class A Units into 156,138 Common Units by HS3 on August 29, 2023, the Operating Company had the following outstanding securities • 27,041,813 Common Units outstanding, 13,089,848 of which are owned by the Company, representing approximately 48.4 % of the outstanding Common Units; • 2,250,000 Performance Units; and • 660,329 LTIP Units. The following table reconciles the elements of the Merger to the consolidated statements of cash flows and the consolidated statement of changes in stockholder's equity/(deficit) for the year ended December 31, 2023 ( in thousands): Fair value of Series 2 Preferred Stock $ 66,700 Common stock issued in exchange for FWAC Class A and B 4,552 Less: Fair value of Earn-Out Shares issued ( 5,844 ) Less: Equity-allocated offering costs ( 11,685 ) Impact to Addition-Paid in Capital 53,723 Less: Non-cash Preferred Series 2 issuance expense ( 16,101 ) Earn-Out liability recognized 5,844 Less: Series 2 Preferred Stock dividend paid-in-kind recognized ( 4,600 ) Net cash proceeds $ 38,866 F- 14 Table of Contents 1,900,000 FWAC Class B Shares that converted to the Company’s common stock are subject to an earn-out structure (the “Earn-Out Shares”) under terms outlined in the Second Amended and Restated Sponsor Agreement. 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 consider the shares to be issued but not outstanding. The estimated fair value of the Earn-Out Shares was recorded as approximately $ 5.8 million as of the Closing Date and is presented as earnout liability on the Consolidated Balance Sheets. We estimate the fair value of this liability at each reporting date during the contingency period and record any changes to our Consolidated Statement of Operations. See Footnote 15 for additional fair value discussion. We allocated $ 0.9 million of offering costs to the Earn-Out Shares, which was recorded as part of Organization, Offering, and Other Costs on the Consolidated Statements of Operations. 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 determined the fair value of the Series 2 Preferred Stock, including the dividends to be paid-in-kind, was $ 66.7 million ($ 4.84 per share) at the time of the transaction. We compared the fair value to the implied conversion rate based on a total of 13,787,464 shares of common stock being issued and $ 4.6 million of dividends paid in kind in return for $ 46 million in proceeds. 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. Note 4 — Managed Property Revenues Contracts with customers At our parking facilities, we have a performance obligation to provide access to our property and space for the parker's vehicle. As compensation for that service, we are entitled to fees that will vary based on the level of usage. Substantially all of our managed property revenues come from the following two types of arrangements: Transient Parkers and Contract Parkers. We generally do not have costs associated with obtaining parking contracts as we are not obligated to pay commissions or incur additional costs to fulfill our responsibility. Revenue transactions occur over time but are generally completed within a single day for Transient Parkers and by the end of the month for Contract Parkers. Therefore we do not have any remaining performance obligations at the end of the period. We apply the practical expedient that permits exclusion of information about the remaining performance obligations that have original expected durations of one year or less. Transient Parkers 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. The contract is entered into and approved by the customer entering the lot and parking based on customary business practices. The term of the contract and duration of parking is determined by the customer, who can leave at any time upon paying. The transaction price is determined using the hourly or fixed rate set at the facility, and the full transaction price is allocated to the single performance obligation. Revenue is recognized the day the parking facility is accessed. Contract Parkers Contract parkers include customers who pay, generally in advance, to have the right to access the facility for a set period. The access will generally be for a calendar month and may be restricted to certain days or times based on the terms of the contract. The transaction price is determined using the parking fee agreed upon and paid prior to use, with no variability or concession based on usage level, and the full transaction price is allocated to the single performance obligation. Revenue is recognized over the period to which the fee relates. Disaggregation of revenue We disaggregate revenue from contracts with customers by Transient Parkers and Contract Parkers. We have concluded that such disaggregation of revenue best depicts the overall nature and timing of our revenue and cash flows affected by the economic factors of the respective contractual arrangement. F- 15 Table of Contents Disaggregated revenue for the year ended December 31, 2024 is as follows (dollars in thousands): For the year ended December 31, 2024 Transient Parkers $ 18,008 Contract Parkers 9,622 Ancillary Revenue (1) 218 Total Managed Property Revenue $ 27,848 ( 1 ) Ancillary revenue includes contracted revenue for other uses outside of parking, such as billboard revenue, and is recognized over time. Contract balances The timing of revenue recognition, billings and cash collections results in accounts receivable and contract liabilities. Accounts receivable represent amounts where we have an unconditional right to the consideration and therefore only the passage of time is required for us to receive consideration due from the customer. Receivables may be from parking customers who have a contractual obligation to pay for their usage or from the operators of the facilities who have collected parking fees on our behalf. As of December 31, 2024, we had $ 3.0 million of outstanding accounts receivable related to our managed property revenue. It is our standard procedure to bill Contract Parkers in the month prior to when they will be using the facility in accordance with agreed-upon contractual terms. Billing typically occurs prior to revenue recognition, resulting in contract liabilities. The majority of any contract liability will be recognized at end of the following month. Changes in deferred revenue primarily include prepayments for future parking months and recognition of previously deferred revenue. No material amounts in deferred revenue represent prepayments for a period longer than a single month. As of December 31, 2024, we had approximately $ 0.2 million of deferred managed property revenue included in Accounts Payable and Accrued Expenses on the Consolidated Balance Sheets. There was no deferred managed property revenue as of December 31, 2023. Note 5 — Acquisitions and Dispositions of Investments in Real Estate 2024 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. As part of the agreement, we entered into a financing arrangement with the buyer with the property as collateral. Under the terms of the financing arrangement, the buyer will pay interest of 8.0 % on a $ 3.12 million dollar note for a term of 24 months, at which time the principal amount of the loan will be due. The note is recorded as Note Receivable on the Consolidated Balance Sheets and the interest income is recorded as Other Income on the Consolidated Statements of Operations. The Note Receivable was paid off in full in February 2025. 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. We received proceeds of approximately $ 0.4 million, after transaction costs, which were used to pay down a portion of the outstanding balance on the Revolving Credit Facility, as defined below. F- 16 Table of Contents 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. We received proceeds of approximately $ 4.5 million, after transaction costs, which were used to pay down a portion of the outstanding balance on the Revolving Credit Facility. 2023 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. Note 6 — Intangible Assets Intangible assets and related accumulated amortization consisted of the following for the years ended December 31, 2024 and 2023 (dollars in thousands): 2024 2023 Gross carrying Accumulated Gross carrying Accumulated amount amortization amount amortization In-place lease value $ 2,418 $ 2,119 $ 2,443 $ 1,845 Lease commissions — — 182 136 Indefinite lived contract 3,160 — 3,160 — Acquired technology 4,485 1,498 4,402 1,009 Total intangible assets $ 10,063 $ 3,617 $ 10,187 $ 2,990 Amortization of the in-place lease value, lease commissions and acquired technology are included in Depreciation and Amortization in our Consolidated Statements of Operations. Amortization expense associated with intangible assets totaled $0.8 m illion for the years ended December 31, 2024 and 2023 . Estimated future amortization of intangible assets as of December 31, 2024 for each of the next five years is as follows (dollars in thousands): Acquired in-place leases Acquired Technology 2025 $ 179 $ 497 2026 106 497 2027 14 468 2028 — 450 2029 — 408 Thereafter — 667 F- 17 Table of Contents Note 7 — Debt As of December 31, 2024 and 2023 , the principal balances on notes payable are as follows (dollars in thousands): Interest Loan Balance as Balance as Loan Rate Maturity of 12/31/24 of 12/31/2023 322 Streeter Holdco, LLC 3.50 % 12/6/2024 $ — $ 24,672 MVP Houston Saks Garage, LLC 4.25 % 8/6/2025 2,735 2,851 Minneapolis City Parking, LLC 4.50 % 5/1/2026 4,059 4,223 MVP Bridgeport Fairfield Garage, LLC 4.00 % 8/1/2026 3,387 3,531 West 9th Properties II, LLC 4.50 % 11/1/2026 4,181 4,343 MVP Fort Worth Taylor, LLC 4.50 % 12/1/2026 10,408 10,807 MVP Detroit Center Garage, LLC 5.52 % 2/1/2027 25,913 26,759 2027 KeyBank Loan Pool (1) 4.90 % 5/1/2027 11,094 11,415 2027 Canton Commercial Real Estate Loan Pool (2) 5.03 % 5/6/2027 16,250 16,249 St Louis Cardinal Lot DST, LLC 5.25 % 5/31/2027 6,000 6,000 MVP Preferred Parking, LLC 5.02 % 8/1/2027 10,789 11,028 Mabley Place Garage, LLC (5) 12/4/2027 12,000 7,428 2029 KeyBank Loan Pool (3) 7.94 % 3/1/2029 5,843 5,500 2034 CMBS Loan (4) 7.76 % 12/6/2034 75,500 — Less unamortized loan issuance costs ( 2,238 ) ( 426 ) $ 185,921 $ 134,380 ( 1 ) 2027 KeyBank Loan Pool is secured by the following properties: St. Paul Holiday Garage, LLC, MVP St. Louis Washington, Cleveland Lincoln Garage, LLC, MVP Denver Sherman, LLC, MVP Milwaukee Arena Lot, LLC and MVP Denver 1935 Sherman, LLC. ( 2 ) 2027 Canton Commercial Real Estate Loan Pool is secured by the following properties: MVP Louisville Broadway Station, LLC, MVP Whitefront Garage, LLC, MVP Houston Preston Lot, LLC, MVP Houston San Jacinto Lot, LLC, St. Louis Broadway, LLC, St. Louis Seventh & Cerre, LLC, MVP Indianapolis Meridian Lot, LLC and St. Louis Cardinal Lot DST, LLC. ( 3 ) 2029 KeyBank Loan Pool is secured by MVP Memphis Poplar 2013, LLC and MVP St. Louis 2013, LLC. ( 4 ) 2034 CMBS Loan is secured by the following properties: 1W7 Carpark, LLC, 222 W 7th Holdco, LLC, 222 Sheridan Bricktown Garage, LLC, 322 Streeter Holdco, LLC, Denver 1725 Champa Street Garage, LLC, MVP Hawaii Marks Garage, LLC and MVP Indianapolis City Park Garage, LLC. ( 5 ) As discussed below, the interest rate on the Mabley Place Garage, LLC loan is SOFR plus a spread of 3.25% until the interest rate swap agreement begins in March 2025 which will fix SOFR to a rate of 7.29%. In February 2024, we refinanced the note payable for MVP St. Louis 2013 and MVP Memphis Poplar with a five year, $ 5.9 million note payable with an interest rate of 7.94 %. In December 2024, we refinanced the note payable for Mabley Place Garage, LLC with a three -year, $ 12.0 million note payable with an interest rate of SOFR plus a spread of 3.25 %. In December 2024, we entered into a 10 -year, $ 75.5 million CMBS financing with Argentic Real Estate Finance 2 LLC (the "2034 CMBS Loan"). The 2034 CMBS Loan bears a fixed annual interest rate of 7.755 % and is secured by a pool of seven properties. Proceeds of the 2034 CMBS Loan were used to repay and discharge the Revolving Credit Facility, as defined below, and refinance the note payable for 322 Streeter Holdco LLC. The Loan agreement contains customary covenants and reserve requirements. The Operating Company serves as a non-recourse guarantor and is required to maintain a net worth in excess of $ 40.0 million. The fees associated with entering into the 2034 CMBS Loan of approximately $ 1.5 million are being amortized over the term of the loan to Interest Expense on the Consolidated Statement of Operations. F- 18 Table of Contents For many of our loan agreements, reserve funds are required for repairs and replacements, real estate taxes, and insurance premiums. Some notes contain various terms and conditions including debt service coverage ratios and debt yield limits. As of December 31, 2024 , borrowers for one of the Company’s loans totaling $ 25.9 million, failed to meet certain loan covenants. As a result, we are subject to additional cash management procedures, which resulted in approximately $ 0.9 million of restricted cash as of December 31, 2024 . In order to exit cash management, certain debt service coverage ratios or debt yield tests must be exceeded for two consecutive quarters to return to less restrictive cash management procedures. As of December 31, 2024 , future principal payments on notes payable are as follows (dollars in thousands): 2025 $ 5,828 2026 23,496 2027 79,039 2028 586 Thereafter 79,210 Total $ 188,159 Revolving Credit Facility In March 2022, we entered into a Credit Agreement (the “Credit Agreement”) with KeyBank Capital Markets, as lead arranger, and KeyBank, National Association, as administrative agent. The Credit Agreement provided for, among other things, a $ 75.0 million revolving credit facility, originally maturing on April 1, 2023 ( the “Revolving Credit Facility”). On the Closing Date, we amended to our Revolving Credit Facility to reduce our total commitment from $ 75 million to $ 58.7 million and remitted $ 15 million of the proceeds from the Merger to pay down our principal. In March 2024, we executed an amendment to provide extension options through June 2025 with increased interest rate spreads above SOFR at each extension. In April 2024, we executed the first extension option, which extended the maturity through October 2024. In October 2024, we executed the second extension option which extended the maturity through April 1, 2025 with an interest rate spread above SOFR of 3.5 %. In September 2024, we fixed our all-in rate on our Revolving Credit Facility at 8.2 %. Upon closing of the Line of Credit, as defined below, we remitted $ 5.0 million of the proceeds to pay down outstanding borrowings under the Credit Agreement. Upon closing of the 2034 CMBS Loan, the outstanding borrowings under the Credit Agreement of approximately $ 48.8 million were paid in full. Line of Credit In September 2024, we entered into a $ 40.4 million revolving credit facility agreement with Harvest Small Cap Partners, L.P. and Harvest Small Cap Partners Master, Ltd. (collectively, the “Lenders”) maturing in September 2025 (the “Line of Credit”). Borrowings under the Line of Credit will accrue interest at a rate of 15.0 % per annum, with interest payable in arrears at maturity or upon repayment of any principal amount borrowed under the Line of Credit. The proceeds from the Line of Credit (after payment of related legal fees) are only to be used for redemption payments on the Series A Preferred Stock and Series 1 Preferred Stock, payment of dividends on the Series A Preferred Stock and Series 1 Preferred Stock accrued prior to the closing date of the Line of Credit, funding of the share repurchase program, discussed below, and a $ 5.0 million paydown on the Revolving Credit Facility, as noted above. The Line of Credit includes provisions for defaults on certain indebtedness exceeding $ 25 million. Mr. Osher, co-chair of the Company’s board of directors, is the managing member of No Street Capital LLC, which serves as the investment manager of the Lenders. Upon drawing the first $ 15.0 million under the Line of Credit on the closing date, we issued 500,000 shares of common stock to the Lenders subject to a 180 -day lock period commencing on the date of issuance. The issuance date fair value of the shares of approximately $ 1.8 million is considered a debt issuance cost and recorded in Other Assets on our Consolidated Balance Sheet and amortized over the one -year term to Interest Expense on the Consolidated Statement of Operations. Unamortized loan fees as of December 31, 2024 were approximately $ 1.2 million. As of December 31 2024, approximately $ 27.2 million was outstanding under the Line of Credit. As of February 28, 2025, the outstanding balance increased to approximately $ 27.9 million. F- 19 Table of Contents Interest Rate Swap In December 2024, we entered an interest rate swap agreement to coincide with the refinance of Mabley Place Garage, LLC, which will mature in December 2027, the value of which was immaterial as of December 31, 2024. The arrangement was for a notional amount of $ 12.0 million and fixed SOFR to a rate of 7.29 % beginning in March 2025. Our use of derivative instruments is limited to this interest rate cap to manage interest rate exposure. The principal objective of this arrangement is to minimize the risks and costs associated with our financial structure, which are in part determined by interest rates. We have elected not to use hedge accounting due to the short-term duration of the arrangement and, as such, will reflect changes in fair value of the arrangement within our Consolidated Statements of Operations. Note 8 – Equity Prior to the Merger, Legacy MIC had two classes of capital stock outstanding: common stock and preferred stock. Following the Merger, we retain two classes of capital stock authorized for issuance under our Charter: 500,000,000 shares of common stock, par value $ 0.0001 per share, and 100,000,000 shares of preferred stock, par value $ 0.0001 per share, of which 97,000 are designated as shares of Series 1 Preferred Stock, 50,000 are designated as shares of Series A Preferred Stock and 60,000 are designated as shares of Series 2 Preferred Stock. By virtue of the consummation of the Merger, the Sponsor owns 1,900,000 Earn-Out Shares subject to vesting restrictions and forfeiture under the terms of the Sponsor Agreement, as follows: (a) 950,000 Earn-Out Shares will vest at such time as the aggregate volume-weighted average price per share of our common stock for any 5 -consecutive trading day period after the Closing Date equals or exceeds $ 13.00 per share (provided that such shares will be cancelled if not vested prior to December 31, 2026) and (b) 950,000 Earn-Out Shares will vest at such time as the aggregate volume-weighted average price per share of our common stock for any 5 -consecutive trading day period after the Closing Date equals or exceeds $ 16.00 per share (provided that such shares will be cancelled if they have not vested prior to December 31, 2028). The Earn-Out Shares are classified as a liability on the Consolidated Balance Sheet, as certain settlement provisions within the agreement can affect the settlement value of the shares. Series A Convertible Redeemable Preferred Stock The terms of the Series A Preferred Stock provide that the holders of the Series A Preferred Stock are entitled to receive, when and as authorized by the Board and declared by us out of legally available funds, cumulative cash dividends on each share at an annual rate of 5.75 % of the stated value pari passu with the dividend preference of the Series 1 Preferred Stock and in preference to any payment of any dividend on our common. Series 1 Convertible Redeemable Preferred Stock The terms of the Series 1 Preferred Stock provide that the holders of the Series 1 Preferred Stock are entitled to receive, when and as authorized by the Board and declared by us out of legally available funds, cumulative cash dividends on each share at an annual rate of 5.5 % of the stated value pari passu with the dividend preference of the Series A Preferred Stock and in preference to any payment of any dividend on our common.. Series 1 Preferred Stock and Series A Preferred Stock Distributions In March 2020, we began accruing distributions on the Series 1 Preferred Stock and Series A Preferred Stock after the Legacy MIC Board unanimously authorized the suspension of the payment of distributions. On September 11, 2024, the Board declared payment of accrued and unpaid dividends for all past dividend periods on the Series 1 Preferred Stock at a rate of $ 299.84 per share and on the Series A Preferred Stock at a rate of $ 319.81 per share to holders of record as of close of business on September 10, 2024. Additionally, we declared monthly dividend payments on the Series A Preferred Stock and Series 1 Preferred Stock at a rate of $ 4.583 and $ 4.791 per share, respectively, for each subsequent month in 2024. The payment of future dividends is subject to the Board’s discretion and will be determined by the Board based on the Company’s financial condition, applicable law and such other considerations as the Board deems relevant. F- 20 Table of Contents Series 1 Preferred Stock and Series A Preferred Stock Redemptions and Conversions Upon receipt of written notice to convert shares of Series 1 Preferred Stock and Series A Preferred Stock into common stock, we have the option to redeem the shares for cash with the redemption price equal to the stated value of $1,000, plus any accrued but unpaid dividends. Should we elect to convert the shares, each share of Series 1 Preferred Stock and Series A Preferred Stock will convert into a number of shares of common stock determined by dividing the sum of (i) 100% of the stated value of $1,000, plus (ii) any accrued but unpaid dividends up to, but not including, the date of conversion, by the volume weighted average price per share of common stock for the 20 trading days prior to the delivery date of the receipt of the notice. During the year ended December 31, 2024 , approximately 8,000 shares of Series 1 Preferred Stock and approximately 600 shares of Series A Preferred Stock converted to approximately 2.8 million and 193,000 shares of common stock, respectively. Approximately 10,600 shares of the Series 1 Preferred Stock and approximately 300 shares of Series A Preferred Stock were redeemed for cash during the year ended December 31, 2024 . In addition, requested redemptions at December 31, 2024 of approximately 500 shares with a stated value of approximately $ 0.5 million of Series 1 Preferred Stock and Series A Preferred Stock were reclassified to Accrued Preferred Distributions and Redemptions on the Consolidated Balance Sheet, as we intend to redeem the shares for cash. During the year ended December 31, 2023, approximately 3,100 shares of Series 1 Preferred Stock and approximately 50 shares of Series A Preferred Stock converted to approximately 1.0 million and 14,000 shares of common stock, respectively. No shares of Series 1 Preferred Stock or Series A Preferred Stock were redeemed for cash during the year ended December 31, 2023. Series 2 Convertible Preferred Stock On June 15, 2023, the Preferred PIPE Investors each entered into a Preferred Subscription Agreement with FWAC pursuant to which, among other things, the Preferred PIPE Investors agreed to subscribe for and purchase 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 . The Series 2 Preferred Stock was entitled to receive dividends at a cumulative annual rate of 10 % during the period between the initial issuance of such shares and the conversion thereof into shares of our common stock. Dividends were to be paid in kind and also convert into shares of our common stock on the earlier of (a) a change of control of MIC and (b) December 31, 2023. The Series 2 Preferred Stock converted at a conversion price of $ 3.67 per share of common stock. Accordingly, the aggregate of 46,000 shares of Series 2 Preferred Stock converted into a total of 13,787,462 shares of our common stock, which is comprised of (i) 12,534,058 shares of our common stock issuable upon the conversion of 46,000 shares of Series 2 Preferred Stock based on the stated value and (ii) 1,253,404 shares of our common stock issuable upon the conversion of the dividends. Because the terms and amount of the dividend are contractually agreed upon, at the time of the Merger we recorded the full $ 4.6 million value of the paid-in-kind dividend. Warrants In accordance with its warrant agreement between Legacy MIC and Color Up, dated August 25, 2021 ( the “Warrant Agreement”), Color Up had the right to purchase up to 1,702,128 shares of common stock, at an exercise price of $ 11.75 per share for an aggregate cash purchase price of up to $ 20.0 million (the “Common Stock Warrants”). Each whole Common Stock Warrant entitled the registered holder thereof to purchase one whole share of common stock at a price of $ 11.75 per share, subject to customary adjustments, at any time following a “Liquidity Event,” which was defined as an initial public offering and/or listing of the common stock. As of the Closing Date, FWAC, Legacy MIC, and Color Up amended the Warrant Agreement to assume the Common Stock Warrants remaining outstanding and unexpired at that time. On August 29, 2023, New MIC and Color Up further amended the Warrant Agreement to (i) reflect the effects of the Merger (including but not limited to the reduction in the exercise price of the Common Stock Warrants from $ 11.75 to $ 7.83 per share and the increase in the number of the underlying shares from 1,702,128 shares of Legacy MIC common stock to 2,553,192 shares of our common stock) and (ii) permit Color Up to exercise the Common Stock Warrants on a cashless basis at Color Up’s option. Subsequently, Color Up distributed the entirety of the Common Stock Warrants to HSCP Strategic III, LP, an entity controlled by Mr. Osher, and Bombe Asset Management, LLC, an entity owned and controlled by Mr. Chavez and Ms. Hogue. The Common Stock Warrants expire on August 25, 2026 and are classified as equity and recorded at the issuance date fair value. F- 21 Table of Contents Securities Purchase Agreement In November 2021, Legacy MIC sold to HS3 (a) 1,702,128 newly issued OP Units; and (b) 425,532 newly-issued Class A units of limited partnership of the Operating Partnership (“Class A Units”) which entitle HS3 to purchase up to 425,532 additional OP Units (the “Additional OP Units”) at an exercise price equal to $ 11.75 per Additional OP Unit, subject to adjustment as provided in the Class A Unit agreement, and HS3 paid to the Operating Partnership cash consideration of $ 20.0 million. In connection with the Merger, the number of Class A Units was adjusted to 638,298 and the exercise price for the Class A Units was adjusted to $ 7.83 per Class A Unit. The Common Units generally may be redeemed by the holder thereof for cash or, at the option of the Company, for shares of common stock. Such securities were issued in a private placement transaction exempt from registration pursuant to Section 4 (a)( 2 ) of the Securities Act. On August 29, 2023, the Operating Company issued 156,138 Common Units to HS3 upon the cashless exercise of 638,298 Class A Units based upon a fair market value of $ 10.37 per Common Unit. Convertible Noncontrolling Interests As of December 31, 2024 , the Operating Company had approximately 44.9 million Common Units outstanding, excluding any equity incentive units granted. Beginning six months after first acquiring Common Units, each member will have the right to redeem the Common Units for either cash or common stock, subject to both our discretion and the terms and conditions set forth in the limited liability company agreement of the Operating Company (the “Operating Agreement”). During the year ended December 31, 2024 , approximately 9.4 million Common Units converted to shares of common stock on a one -for- one basis. In connection with the refinancing of the the note payable for Mabley Place Garage, LLC, we purchased the minority interest ownership in the subsidiary for $ 1.5 million. The Common Units not held by the Company outstanding as of December 31, 2024 are classified as noncontrolling interests within permanent equity on our Consolidated Balance Sheet. 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 through privately negotiated transactions subject to market conditions, applicable legal requirements and other relevant factors. Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b - 18 of the Securities Exchange Act of 1934, as amended. We may also enter into Rule 10b5 - 1 plans to facilitate repurchases of our shares under this authorization. During the year ended December 31, 2024 , we repurchased 419,188 shares under the program, for a cost of approximately $ 1.3 million. As of February 28, 2025, approximately 55,000 additional shares were repurchased under the program for a cost of approximately $ 0.2 million. Note 9 - Stock-Based Compensation Long-Term Incentive Plan We issue equity-based awards to promote the success and enhance the value of MIC and the Operating Company, by linking the individual interests of employees, consultants and members of the MIC Board to those of MIC’s stockholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to MIC’s stockholders. We issue awards under our 2023 Incentive Award plan (the "Plan"). The Plan provides for the grant of stock options, including incentive stock options (“ISOs”), and nonqualified stock options (“NSOs”), restricted shares, dividend equivalent awards, share payment awards, restricted share units (“RSUs”), performance awards, performance share awards, other incentive awards, profits interest units (including Performance Units and LTIP Units) and SARs. The Board typically grants awards during the first quarter of each year. Service-based awards will typically follow a multi-year graded vesting schedule and will vest in the form of common stock or LTIP Units. LTIP Units are a class of equity interest in the Operating Company that are intended to qualify as “profits interests” for federal income tax. The value of vested LTIP Units is realized by the holder through conversion of the LTIP Units into Common Units. F- 22 Table of Contents Employee Awards In 2024, the Compensation Committee of the Board of Directors approved the issuance of the following awards: • 0.3 million LTIP units to Mr. Chavez in lieu of his salary for 2021 and 2023 and for his 2023 short-term incentive award. These awards were issued at a grant date fair value of $ 3.84 and vested upon issuance. At the same time, 0.2 million LTIP units were granted in lieu of his 2024 salary, which vested in four equal increments each quarter over 2024. • 0.4 million LTIP units and 0.2 million restricted stock units awarded at a grant date fair value of $ 3.84 to two of our executives representing the long term incentive awards for 2023 and 2024. These awards will vest on a graded schedule over three years. • 0.1 million LTIP Units and 0.1 million restricted stock units with a grant date fair value of $ 6.11 to three executives using the Monte Carlo method. These awards will vest based upon the performance of our stock versus the Russell 2000 Index through January 2027. • Approximately 56,000 restricted stock units awarded to one executive at a grant date fair value of $ 3.60 that vest on graded schedule over three years. • Two tranches of 0.1 million restricted stock units that vest upon achievement of stock price performance goals (the “Founders’ Award”). The fair value of both tranches was determined using the Monte Carlo method. The first tranche of the awards, with a performance period through December 31, 2026, has an immaterial grant date fair value and the second tranche, with a performance period through December 31, 2028, has a grant date fair value of $ 0.60 per share. Additionally, the Compensation Committee approved the modification of 2.3 million performance units previously granted to two executives to align the performance conditions and performance periods to the Founders’ Award and the Earn-Out Shares. The incremental compensation expense of approximately $ 0.7 million will be recognized through the modified performance period of December 31, 2028 in General and Administrative on the Consolidated Statements of Operations. In February 2023, we granted Mr. Chavez and Ms. Hogue 0.2 million LTIP Units, respectively, in lieu of their 2022 target annual bonus. Of these awards granted to Mr. Chavez and Ms. Hogue, approximately 35,600 LTIP Units vested immediately, with the remaining scheduled to vest over a three -year period. The grant date fair value was determined to be $ 8.99 per unit for each of the LTIP Units awarded. In September 2023, the Compensation Committee of the Board of Directors approved the cancellation of 0.1 million LTIP Units previously granted to our executives. The expense associated with the cancellation of approximately $ 1.4 million is included in General and Administrative in the accompanying Consolidated Statements of Operations for the year ended December 31, 2023. The cancellation was a result of a plan to reallocate the award shares to non-executive employees. As a result, in December 2023, we granted 0.1 million restricted stock units to non-executive employees which vested in August 2024. The remaining value of the LTIP awards granted to the executives was expensed over the one -year service period following the Closing. Director Awards In January 2024, we granted 0.2 million restricted stock units to our independent directors as consideration for service in 2023 and 2024. These awards have a grant date fair value of $ 3.84 and will vest on the one year anniversary of the grant date. We granted approximately 39,100 LTIP Units in 2023 to our independent directors in consideration for their accrued but unpaid director compensation fees from 2022. The LTIP Units will vest over a three -year period. Upon vesting, the Director LTIP Units are redeemable in cash or shares, at the option of the holder. As a result, the unvested Director LTIP Units are classified as a liability within accounts payable and accrued expenses in the Consolidated Balance Sheet as of December 31, 2024. F- 23 Table of Contents The following table sets forth a roll forward of all incentive equity awards for the years ended December 31, 2024 and 2023 : Number of Incentive Equity Awards Weighted-Average Grant Date FV Per Share Nonvested - January 1, 2023 2,673,041 $ 8.44 Granted 347,082 7.46 Vested ( 59,681 ) 9.40 Forfeited ( 135,320 ) 10.00 Nonvested - January 1, 2024 2,825,122 $ 8.22 Granted 1,670,123 3.63 Vested ( 864,616 ) 6.19 Forfeited — — Nonvested - December 31, 2024 3,630,629 $ 6.59 We recognized $ 5.7 million and $ 8.6 million of equity-based compensation expense for the years ended December 31, 2024 and 2023 , respectively, which is included in General and Administrative in the Consolidated Statements of Operations. Included in the 2024 and 2023 expense were equity awards granted in lieu of salary amounts as noted above. The remaining unrecognized compensation cost of approximately $ 3.0 million will be recognized over a weighted average term of 2.1 years. Performance based awards are valued at target and may have the ability to earn additional or fewer shares based on level of achievement. Note 10 — Employee Benefit Plan We sponsor a 401 (k) plan that provides benefits for qualified employees. Our match of the employee contributions is discretionary and is equal to 100 % of the first 6%  of eligible compensation contributed by each employee. All contributions are funded in cash and vest immediately. Total expense recorded for the matching 401 (k) contribution in the years ended December 31, 2024 and 2023 , was approximately $ 140,000 and $ 109,000 , respectively. Note 11 – Earnings Per Share Basic and diluted loss per weighted average common share (“EPS”) is calculated by dividing net income (loss) attributable to our common stockholders, including any participating securities, by the weighted average number of shares outstanding for the period. We include the effect of participating securities in basic and diluted earnings per share computations using the two -class method of allocating distributed and undistributed earnings when the two -class method is more dilutive than the treasury stock method. Outstanding warrants and stock-based compensation were antidilutive as a result of the net loss for the years ended December 31, 2024 and 2023 and therefore were excluded from the dilutive calculation. We include unvested performance units as contingently issuable shares in the computation of diluted EPS once the market criteria is met, assuming that the end of the reporting period is the end of the contingency period. We had 3.6 and 2.8 million un vested service-and performance-based awards which are considered antidilutive to the dilutive loss per share calculation for the years ended December 31, 2024 and 2023 . The following table reconciles the numerator and denominator used in computing our basic and diluted per-share amounts for net loss attributable to common stockholders for the years ended December 31, 2024 and 2023 (dollars in thousands): 2024 2023 Numerator: Net loss attributable to MIC $ ( 7,539 ) $ ( 32,475 ) Net loss attributable to participating securities — — Net loss attributable to MIC common stock $ ( 7,539 ) $ ( 32,475 ) Denominator: Basic and dilutive weighted average shares of common stock outstanding 32,007,271 13,244,388 Basic and diluted loss per weighted average common share: Basic and dilutive $ ( 0.24 ) $ ( 2.45 ) F- 24 Table of Contents Note 12 — Leases Lessor All of our leases are classified as operating leases. The following table summarizes the components of operating lease revenue recognized during the years ended December 31, 2024 and 2023 included within the Consolidated Statements of Operations (dollars in thousands): Year Ended December 31, Lease revenue 2024 2023 Fixed contractual payments $ 5,782 $ 7,103 Variable lease payments $ 3,332 $ 23,100 Straight-line rental income $ 46 $ 70 Future fixed contractual lease payments to be received under non-cancelable operating leases in effect as of December 31, 2024 , assuming no new or renegotiated leases or option extensions on lease agreements are executed, are as follows (excluding leases subsequently replaced by asset management contracts, dollars in thousands): Years Ending December 31, Future lease payments due 2025 $ 5,193 2026 $ 4,407 2027 $ 2,350 2028 $ 1,195 2029 $ 932 Thereafter $ 1,184 Lessee - Right of Use Asset and Lease Liability We are the lessee in a ground lease for additional space at one location with a commencement date of January 1, 2024. The lease has a fourteen -year term, including extension options, with an annual payment of $ 40,457 per annum for the first year and increased each year by the lesser of 3.5 % and the Consumer Price Index. The lease is accounted for as an operating lease under ASU 2016 - 02, Leases – (Topic 842 ). We recognized a Right of Use (“ROU”) Leased Asset and a ROU Lease Liability on the lease commencement date which is included in Land and Improvements and Accounts Payable and Accrued Expenses , respectively, on the Consolidated Balance Sheets. Through the discounting of the remaining lease payments at our incremental borrowing rate of 8.42 %, the value of both the ROU asset and ROU liability recognized at commencement date was approximately $ 0.3 million. We recognized approximately $ 40,000 of operating lease expense during the year ended December 31, 2024. This expense is included in Property Operating Expense on the Consolidated Statements of Operations. Changes in the lease liability and lease asset amortization expense were not material in the Statement of Cash Flows. As of December 31, 2024, future lease payments are as follows (dollars in thousands): As of December 31, 2024 2025 40 2026 40 2027 40 2028 40 2029 40 Thereafter 326 Total lease payments 526 Less amount representing interest (207 ) Total $ 319 F- 25 Table of Contents Note 13 – Variable Interest Entities We, through a wholly owned subsidiary of the Operating Company, own a 51.0 % beneficial interest in MVP St. Louis Cardinal Lot, DST, a Delaware Statutory Trust (“MVP St. Louis”). MVP St. Louis is the owner of a 2.56 -acre, 376 -vehicle commercial parking lot, known as the Cardinal Lot. MVP St. Louis is considered VIE and we conclude that we are the primary beneficiary since the power to direct the activities that most significantly impact the economic performance of MVP St. Louis was held by MVP Parking DST, LLC (the “Manager”) and certain subsidiaries of the Manager, which is controlled by Mr. Chavez. As a result, we consolidate our investment in MVP St. Louis and MVP St. Louis Cardinal Lot Master Tenant, LLC, which had total assets of approximately $ 11.9 and $ 13.0 million (substantially all real estate investments) and liabilities of approximately $ 6.0 and $ 6.6 million (substantially all mortgage debt) before consolidation as of December 31, 2024 and 2023, respectively. Note 14 — Income Taxes Legacy MIC previously elected to be taxed as a REIT for federal income tax purposes and operated in a manner that allowed Legacy MIC to qualify as a REIT through December 31, 2019. As a consequence of the COVID- 19 pandemic, Legacy MIC earned management income in lieu of lease income from a number of distressed tenants, which did not constitute qualifying REIT income for purposes of the annual REIT gross income tests, and, as a result, was not in compliance with the annual REIT income tests for the year ended December 31, 2020. Accordingly, Legacy MIC did not qualify for taxation as a REIT in 2020. We continue to be taxed as a C corporation and are subject to federal income tax on our taxable income at regular corporate rates. A full valuation allowance for deferred tax assets was historically provided each year as it was more likely than not that the Company would not realize the benefits of its deferred tax assets. As a taxable C Corporation, we have evaluated our deferred tax assets for the year ended December 31, 2024 , which consist primarily of net operating losses and our investment in the Operating Partnership. Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three -year period ended December 31, 2024 . Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth. Despite substantial growth in property-level operations, we have continued to generate a net loss and as such we have determined that we will continue to record a full valuation allowance against our deferred tax assets for the year ended December 31, 2024 . A change in circumstances may cause us to change our judgment about whether deferred tax assets should be recorded, and further whether any such assets would more likely than not be realized. We would generally report any change in the valuation allowance through our Consolidated Statements of Operations in the period in which such changes in circumstances occur. The provision for income taxes for the years ended December 31, 2024 and 2023 consisted of the following, which is included in general and administrative expense in the Consolidated Statements of Operations (dollars in thousands): 2024 2023 Current Federal — — State 57 41 Total Current $ 57 $ 41 Deferred Federal — — State — — Total Deferred — — Total $ 57 $ 41 F- 26 Table of Contents The following table presents a reconciliation of the statutory corporate U.S. federal income tax rate to our effective tax rate as of December 31, 2024 : 2024 2023 Tax at U.S. statutory rate 21.00 % 21.00 % State taxes, net of federal effect 1.62 % 2.13 % Non-Deductible Expenses 0.59 % ( 9.85 )% Change in Valuation Allowance ( 23.21 )% ( 13.40 )% Effective income tax rate — — The balances for deferred taxes for the years ended December 31, 2024 and 2023 consisted of the following (dollars in thousands): Year Ended December 31, 2024 2023 Deferred Tax Assets: NOL Carryforward $ 19,958 $ 17,522 Intangible Assets 3,766 4,171 Investment in Operating Partnership 9,399 9,631 Gross deferred tax assets $ 33,123 $ 31,324 Less valuation allowance ( 33,123 ) ( 31,324 ) Total deferred tax assets $ — $ — Deferred Tax Liabilities: Total net deferred taxes $ — $ — As of December 31, 2024 and 2023. we had federal and various state net operating loss (NOL) carryforwards of $ 95.8 million and $ 73.8 million, respectively. The federal net operating losses generated in 2018 and after of $ 87.2 million will carryforward indefinitely and be available to offset up to 80% of future taxable income each year. The federal net operating losses generated prior to 2018 of $ 8.6 million will begin to expire in 2036 unless previously utilized. Note 15 — Fair Value A fair value measurement is based on the assumptions that market participants would use in pricing an asset or liability in an orderly transaction. The hierarchy for inputs used in measuring fair value are as follows: Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 – Inputs include quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derived valuations whose inputs are observable. Level 3 – Model-derived valuations with unobservable inputs. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. Our financial instruments include cash and cash equivalents, restricted cash, accounts receivable, notes receivable and accounts payable. Due to their short maturities or recent nature, the carrying amounts of these assets and liabilities approximate fair value. The estimated fair value of our notes payable, including the Revolving Credit Facility in 2023, were derived using Level 2 inputs and approxim ates $ 186.7 million and $ 182.9 million as of December 31, 2024 and 2023 , respectively. The carrying amount of the Line of Credit as of December 31, 2024 approximates fair value due to its recent nature. F- 27 Table of Contents Recurring and Nonrecurring Fair Value Measurements Our Earn-Out Shares and interest rate cap are measured and recognized at fair value on a recurring basis, while certain real estate assets and liabilities are measured and recognized at fair value as needed. Fair value measurements that occurred as of and during the years ended December 31, 2024 and 2023 , were as follows (in thousands): December 31, 2024 December 31, 2023 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Recurring Earn-Out Shares — — $ 935 — — $ 1,779 Interest rate cap — — — — $ 54 — Nonrecurring Impaired real estate assets — — $ 450 — — $ 50,536 Earn-Out Shares The terms of the Earn-Out Shares allow an additional 1,900,000 shares to vest if certain milestones are achieved: • 950,000 shares vest if the aggregate volume-weighted average price for any 5 -consecutive trading day period equals or exceeds $ 13.00 per share prior to December 31, 2026 • 950,000 shares vest if the aggregate volume-weighted average price for any 5 -consecutive trading day period equals or exceeds $ 16.00 per share prior to December 31, 2028 We estimate the fair value of each tranche of shares separately using a Monte Carlo simulation. These estimates require us to make various assumptions about the risk-free rate, expected volatility for each tranche of the Earn-Out Shares, and other items that are unobservable and are considered Level 3 inputs in the fair value hierarchy. Because we are a newly-listed company with limited share activity, we were required to exercise judgment in estimating expected volatility (currently 35.0 % to 40.0 %) and in selection of comparable companies. We recognized a gain of approxim ately $ 0.8 million and $ 4.1 million during the years ended December 31, 2024 and December 31, 2023, respectively, a s a result of changes in the estimated fair values after the Merger. The gain is recorded as the Change in Fair Value of Earn-out Liability in the Consolidated Statements of Operations. The following table reflects the change in value during the years ended December 31, 2024 and 2023 (in thousands): Level 3 Liability Balance as of January 1, 2023 $ — Impact of the Merger (initial valuation) ( 5,844 ) Change in fair value recognized in earnings 4,065 Balance as of December 31, 2023 ( 1,779 ) Change in fair value recognized in earnings 844 Balance as of December 31, 2024 $ ( 935 ) F- 28 Table of Contents Impairment Our real estate assets are measured and recognized at fair value on a nonrecurring basis when we determine an impairment has occurred. To estimate fair value we may use internally developed valuation models or independent third -parties where available. In either case, the fair value of real estate may be based on a number of approaches including the income capitalization approach, sales comparable approach or discounted cash flow approach. 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. Because we use estimates and assumptions regarding an assets’ future performance and cash flows as well as market conditions and discount rates, we determined the impaired assets would fall under Level 3 of the fair value hierarchy. 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. During the year ended December 31, 2023, we impaired approximately $ 9.0 million of our real estate assets as a result of continuing delayed back-to-work trends or other reductions of demand-drivers impacting these assets, as well as disposition of properties. Note 16 — Commitments and Contingencies The nature of our business exposes our properties, the Company, the Operating Company and our other subsidiaries to the risk of claims and litigation in the normal course of business. Other 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. In March 2023, Legacy MIC's former CEO filed a complaint against Legacy MIC. On September 6, 2023, the parties entered into a settlement agreement, and we recognized a gain of approximately $ 1.2 million which was recorded as Other Income, Net in the Consolidated Statements of Operations for the year ended December 31, 2023. In January 2023, the 43rd District Court of Parker County, Texas, entered summary judgment against MVP Fort Worth Taylor, LLC, a subsidiary of Legacy MIC, in favor of the plaintiff, John Roy, who alleged that he was due a commission relating to a proposed sale of the Fort Worth Taylor parking facility which was never consummated. Legacy MIC filed an appeal. In July 2024, the Texas Court of Appeals, Second District, reversed the decision of the District Court granting summary judgement in favor of Mr. Roy and remanded the case to the District Court for further consideration. As a result of the District Court’s summary judgment, in December 2022 we recognized a charge of $ 0.7 million for the full estimated amount of damages (including legal fees and costs). During the first quarter of 2023, and as part of the appeals process, Legacy MIC posted cash collateral of $ 0.7 million for an appeals bond. In September 2024, a settlement was reached resulting in a gain on the settlement of approximately $ 0.3 million which is reflected in Other Income, Net in the Consolidated Statements of Operations for the year ended December 31, 2024. In September 2023, we entered into arbitration with one vendor regarding disputes over amounts payable of approximately $ 1.8 million. In June 2024, a settlement was reached and the net impact of the gain on the settlement and related legal and administrative fees is immaterial to the Consolidated Statements of Operations for the year ended December 31, 2024. Note 17 — Related Party Transactions and Arrangements Three of our assets, 1W7 Carpark, 222W7 and Whitefront Garage, are currently operated by PCA, Inc., dba Park Place Parking. Park Place Parking is a private parking operator that is wholly owned by relatives of our CEO. Our CEO is neither an owner nor beneficiary of Park Place Parking. As of December 31, 2024 and 2023, we recorded balances of approximately $ 0.2 million and $ 0.1 million, respectively, from Park Place Parking which are included in Accounts Receivable, Net on the Consolidated Balance Sheets and were subsequently paid within terms of the management agreement. In May 2022, we entered into a lease agreement with ProKids, an Ohio not -for-profit. An immediate family member of our CEO is a member of the Board of Trustees and President of that organization. ProKids leased 21,000 square feet of vacant unfinished commercial space in a 531,000 square foot building in Cincinnati, Ohio for 120 months. ProKids will invest in the tenant improvements in this space and ultimately use it as their headquarters location. ProKids will have no rent due to us throughout the lease term, other than a rental fee on parking spaces used by the ProKids staff and visitors and payment toward common area utility costs. As of December 31, 2024, ProKids owes an immaterial amount of rental income related to the lease agreement. In connection with our recapitalization transaction in August 2021, we owe approximately $ 0.5 million to certain member entities of Color Up relating to prorated revenues for the month of August 2021 of the three properties contributed by Color Up. The accrual is reflected within Due to Related Parties on the Consolidated Balance Sheets. F- 29 Table of Contents We have agreed to pay for certain tax return preparation services of Color Up and certain member entities of Color Up as well as certain legal services in connection with the Registration Rights Agreement. We incurred approximately $ 0.1 million and approximately $ 50,000 related to these services which is reflected in General and Administrative and Other Income (Expense), respectively, on the Consolidated Statements of Operations for the year ended December 31, 2024. License Agreement On August 25, 2021, we entered into a Software License and Development Agreement with an affiliate of Bombe Asset Management, Ltd., an affiliate of our CEO and President (the “Supplier”), pursuant to which we granted to the Supplier a limited, non-exclusive, non-transferable, worldwide right and license to access certain software and services for a fee of $ 5,000 per month. Tax Matters Agreement On August 25, 2021, the Company, the Operating Partnership and Color Up entered into the Tax Matters Agreement, or the Tax Matters Agreement, pursuant to which the Operating Partnership agreed to indemnify Color Up and certain affiliates and transferees of Color Up (together, the “Protected Partners”), against certain adverse tax consequences in connection with ( 1 ) (i) a taxable disposition of certain specified properties and (ii) certain dispositions of the Protected Partners’ interest in the Operating Partnership, in each case, prior to the tenth anniversary of the completion of the Transaction, as defined in the Tax Matters Agreement, (or earlier, if certain conditions are satisfied); and ( 2 ) the Operating Partnership’s failure to provide the Protected Partners the opportunity to guarantee a specified amount of debt of the Operating Partnership during the period ending on the tenth anniversary of the completion of the Transaction (or earlier, if certain conditions are satisfied). In addition, and for so long as the Protected Partners own at least 20% of the units in the Operating Partnership received in the Transaction, we agreed to use commercially reasonable efforts to provide the Protected Partners with similar guarantee opportunities. Line of Credit In September 2024, we entered into a $ 40.4 million Line of Credit. Mr. Osher, co-chair of the Company’s board of directors, is the managing member of No Street Capital LLC, which serves as the investment manager of the Lenders. For further discussion of the Line of Credit, refer to Note 7 above. Note 18 — Segment Information Our principal business is the ownership and operation of parking facilities. We do not distinguish our principal business, or group our operations, by geography or size for purposes of measuring performance and managing the business on a consolidated basis. Accordingly, we have presented our results as a single reportable segment: parking. The accounting policies of the parking segment are the same as those described in Note 2 – Significant Accounting Policies. The parking segment derives revenue from managed property revenue and rental income at our parking facilities. We provide access to our property and space for the parker’s vehicle and are entitled to fees that vary based on the level of usage. All revenue and assets are domestically derived and located. F- 30 Table of Contents Our chief operating decision maker (“CODM”) is our chief executive officer. Our CODM assesses performance for the parking segment and decides how to allocate resources based on net income that is also reported on the Consolidated Statement of Operations as Net Loss. Disaggregated segment expenses are consistent with those presented on the Consolidated Statement of Operations. The measure of segment assets is reported on the Consolidated Balance Sheets as Total Assets. The CODM uses net income to evaluate return on assets. Net income is predominantly used in the annual budget and forecasting process. The CODM considers budget to actual variances in assessing performance of the segment and allocating resources. We do not have intra-entity sales or transfers. For information about the parking segment for the years ended December 31, 2024 and 2023, refer to the Consolidated Statement of Operations. Note 19 — Revision of Previously Issued Financial Statements During the year ended December 31, 2024, the Company identified certain errors impacting our 2023 annual filing. The error resulted from a need to adjust the carrying amount of noncontrolling interest related to conversions of preferred shares into common shares. Management assessed the materiality of these errors and concluded the misstatements were not material to the audited financial statements for the period ended December 31, 2023. Presented below are revisions to the previously issued financial statements presented in this Form 10 -K. As of December 31, 2023 As reported Adjustments As corrected (in thousands) Consolidated Balance Sheet: Additional paid-in capital $ 240,357 $ 21,827 $ 262,184 Non-controlling interest $ 93,568 $ ( 21,827 ) $ 71,741 For the Year Ended December 31, 2023 As reported Adjustments As corrected (in thousands) Consolidated Statement of Changes in Equity Allocation of equity to non-controlling interest $ — $ 21,827 $ 21,827 Additional paid-in capital $ 240,357 $ 21,827 $ 262,184 Non-controlling interest $ 93,568 $ ( 21,827 ) $ 71,741 F- 31 Table of Contents SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2024 (dollars in thousands) Costs Capitalized Subsequent to Initial Cost Acquisition Gross Carrying Amount at December 31, 2024 (1) Life on which depr Accumulated in latest Land and Buildings and Carrying Land and Building and Depreciation Date statement is Description ST Encumbrance Improvements Improvements Improvements Costs Improvements Improvements Total (2) Acquired computed West 9th Street (3) OH $ 4,181 $ 5,675 $ — $ 302 -- $ 5,918 $ 59 $ 5,977 $ 99 2016 15 Crown Colony (3) OH — 3,030 — 19 -- 2,954 — 2,954 10 2016 15 St Louis Washington MO 1,206 3,000 — 7 -- 1,637 — 1,637 3 2016 15 St Paul Holiday Garage MN 3,609 1,673 6,527 707 -- 1,673 7,234 8,907 1,556 2016 39,15 Louisville Station KY 1,682 3,050 — 57 -- 3,007 — 3,007 29 2016 15 Whitefront Garage TN 6,454 3,116 8,380 197 -- 3,116 8,576 11,692 1,861 2016 39,15 Cleveland Lincoln Garage OH 3,493 2,195 5,122 5,228 -- 1,378 8,442 9,820 2,634 2016 39,15 Houston Preston TX 1,627 2,800 — 20 -- 2,820 — 2,820 10 2016 15 Houston San Jacinto TX 1,820 3,200 — 50 -- 3,250 — 3,250 25 2016 15 MVP Detroit Center Garage MI 25,913 7,000 48,000 1,091 -- 6,497 37,711 44,208 1,501 2017 39,15 St. Louis Broadway MO 1,671 2,400 — — -- 2,400 — 2,400 — 2017 N/A St. Louis Seventh & Cerre MO 2,057 3,300 — — -- 3,300 — 3,300 — 2017 N/A MVP Preferred Parking TX 10,789 15,800 4,700 749 -- 15,230 5,279 20,509 1,184 2017 39,15 MVP Raider Park Garage TX — 2,005 9,057 3,770 -- 2,005 12,827 14,832 2,662 2017 39,15 MVP PF Memphis Poplar 2013 TN 1,783 3,658 — 24 -- 3,670 12 3,682 26 2017 15 MVP PF St. Louis 2013 MO 4,061 5,041 — 29 -- 5,041 29 5,070 51 2017 15 Mabley Place Garage OH 12,000 1,585 19,018 1,037 -- 1,360 17,280 18,640 3,301 2017 39,15 MVP Denver Sherman CO 249 705 — — -- 705 — 705 — 2017 N/A MVP Fort Worth Taylor TX 10,408 2,845 24,405 11 -- 2,845 24,416 27,261 4,426 2017 39,15 MVP Milwaukee Old World WI — 2,003 — 8 -- 2,003 8 2,011 35 2017 15 MVP Houston Saks Garage TX 2,734 4,931 5,221 152 -- 3,713 4,091 7,804 819 2017 39,15 MVP Milwaukee Wells WI — 4,994 — — -- 4,374 — 4,374 116 2017 15 MVP Indianapolis City Park IN * 2,056 8,557 114 -- 2,056 8,672 10,728 1,603 2017 39,15 MVP Minneapolis Venture MN — 4,013 — 135 -- 4,013 134 4,147 17 2017 N/A MVP Indianapolis Meridian Lot IN 938 1,573 — — -- 1,523 — 1,523 10 2017 15 MVP Milwaukee Clybourn WI — 257 — — -- 257 — 257 5 2017 15 MVP Milwaukee Arena WI 1,871 4,631 — 52 -- 4,641 42 4,683 7 2017 N/A MVP Denver 1935 Sherman CO 667 2,533 — — -- 2,533 — 2,533 — 2017 N/A MVP Bridgeport Fairfield Garage CT 3,387 498 7,555 51 -- 498 7,606 8,104 1,439 2017 39,15 Minneapolis City Parking MN 4,059 9,633 — — -- 7,513 — 7,513 139 2017 15 MVP New Orleans Rampart LA — 8,105 — 332 -- 8,167 — 8,167 14 2018 N/A MVP Hawaii Marks HI * 9,119 11,715 461 -- 8,571 11,475 20,046 2,025 2018 39,15 1W7 Carpark OH * 2,995 28,762 147 -- 2,995 28,909 31,904 2,479 2021 39, 15 222W7 OH * 4,391 23,879 99 -- 4,391 23,978 28,369 2,064 2021 39 322 Streeter IL * 11,387 27,035 581 -- 11,387 27,616 39,003 2,395 2021 39 2nd Street FL — 93 — — -- 93 — 93 — 2021 N/A Denver 1725 Champa Street Garage CO * 7,414 8,860 422 -- 7,414 9,283 16,697 784 2021 39 222 Sheraton Bricktown Garage OK * 1,314 16,020 32 -- 1,314 16,052 17,366 1,068 2022 39 MVP St. Louis Cardinal Lot DST MO 6,000 11,660 19 — -- 11,660 19 11,679 4 2017 N/A $ 112,659 $ 165,678 $ 262,832 $ 15,884 $ — $ 157,922 $ 259,750 $ 417,672 $ 34,401 ( 1 ) The aggregate gross cost of property included above for federal income tax purposes was approximately $ 419.6 million as of December 31, 2024 . ( 2 ) The initial costs of buildings are depreciated over 39 years using a straight-line method of accounting; improvements capitalized subsequent to acquisition are depreciated over the shorter of the lease term or useful life, generally ranging from one to 20 years. ( 3 ) These properties are held by West 9 th St. Properties II, LLC. * Property financed under the 2034 CMBS Loan. F- 32 Table of Contents The following table reconciles the historical cost of total real estate held for investment for the years ended December 31, 2024 and 2023 (dollars in thousands): 2024 2023 Balance at beginning of period $ 422,257 $ 439,526 Additions during period: Acquisitions — — Improvements 866 1,988 Deductions during period: Dispositions ( 5,290 ) ( 696 ) Impairments ( 161 ) ( 18,561 ) Balance at close of period $ 417,672 $ 422,257 ( 1 ) This amount does not include intangible assets and construction in progress totaling approximately $ 10.1 million and $ 13,000 , respectively, as of December 31, 2024 and approximately $ 10.2 million and $ 0.3 million as of December 31, 2023 , respectively. The following table reconciles the accumulated depreciation for the years ended December 31, 2024 and 2023 (dollars in thousands): 2024 2023 Balance at beginning of period $ 26,848 $ 28,763 Deductions during period: Impairment ( 4 ) ( 9,605 ) Depreciation of real estate 7,557 7,690 Balance at close of period $ 34,401 $ 26,848 F-33