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Item 1. Financial Statements

2025-08-12 compared with 2025-05-13 · 291 added, 151 removed, 665 unchanged (40% of the section changed)

3 unchanged sentences

(In thousands, except share and per share amounts)

As of March 31, 2025

As of June 30, 2025

As of December 31, 2024

12 unchanged sentences

385,299 389,730

Cash and cash equivalents

10,621 10,655

9 unchanged sentences

Accounts payable and accrued expenses

10,896 10,634

Accrued preferred distributions and redemptions

4 unchanged sentences

Mobile Infrastructure Corporation Stockholders’ Equity

Preferred stock Series A, $ 0.0001 par value, 50,000 shares authorized, 1,889 and 1,949 shares issued and outstanding, with a stated liquidation value of $ 1,889,000 and $ 1,949,000 as of March 31, 2025 and December 31, 2024, respectively

Preferred stock Series 1, $ 0.0001 par value, 97,000 shares authorized, 17,075 and 18,165 shares issued and outstanding, with a stated liquidation value of $ 17,075,000 and $ 18,165,000 as of March 31, 2025 and December 31, 2024, 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 March 31, 2025 and December 31, 2024)

Common stock, $ 0.0001 par value, 500,000,000 shares authorized, 40,491,674 and 40,376,974 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

Warrants issued and outstanding – 2,553,192 warrants as of March 31, 2025 and December 31, 2024

Preferred stock Series A, $ 0.0001 par value, 50,000 shares authorized, 1,874 and 1,949 shares issued and outstanding, with a stated liquidation value of $ 1,874,000 and $ 1,949,000 as of June 30, 2025 and December 31, 2024, respectively

Preferred stock Series 1, $ 0.0001 par value, 97,000 shares authorized, 15,547 and 18,165 shares issued and outstanding, with a stated liquidation value of $ 15,547,000 and $ 18,165,000 as of June 30, 2025 and December 31, 2024, 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 June 30, 2025 and December 31, 2024)

Common stock, $ 0.0001 par value, 500,000,000 shares authorized, 40,785,127 and 40,376,974 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Warrants issued and outstanding – 2,553,192 warrants as of June 30, 2025 and December 31, 2024

Additional paid-in capital

13 unchanged sentences

(In thousands, except share and per share amounts, unaudited)

For the Three Months Ended March 31,

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Managed property revenue

$ 7,441 $ 7,226 $ 13,986 $ 12,727

Base rental income

1,447 1,523 2,906 3,166

Percentage rental income

104 517 335 2,200

Total revenues

8,992 9,266 17,227 18,093

Operating expenses

Property taxes

1,779 1,809 3,651 3,713

Property operating expense

1,778 1,824 3,677 3,345

Depreciation and amortization

2,867 2,096 4,948 4,189

General and administrative

2,071 2,909 3,979 5,926

Professional fees

352 260 813 949

Total expenses

8,847 8,898 17,068 18,279

Interest expense, net

( 4,704 ) ( 3,087 ) ( 9,340 ) ( 6,066 )

Loss on sale of real estate

Other expense, net

Other income (expense), net

33 ( 60 ) ( 49 ) ( 128 )

Change in fair value of Earn-Out Liability

( 135 ) 310 235 964

Total other expense

( 4,806 ) ( 2,837 ) ( 9,154 ) ( 5,272 )

( 4,661 ) ( 2,469 ) ( 8,995 ) ( 5,458 )

Net loss attributable to non-controlling interest

( 411 ) ( 1,112 ) ( 855 ) ( 2,003 )

Net loss attributable to Mobile Infrastructure Corporation’s stockholders

$ ( 4,250 ) $ ( 1,357 ) $ ( 8,140 ) $ ( 3,455 )

Preferred stock distributions declared - Series A

( 27 ) ( 34 ) ( 55 ) ( 71 )

Preferred stock distributions declared - Series 1

( 221 ) ( 452 ) ( 462 ) ( 943 )

Net loss attributable to Mobile Infrastructure Corporation’s common stockholders

$ ( 4,498 ) $ ( 1,843 ) $ ( 8,657 ) $ ( 4,469 )

Basic and diluted loss per weighted average common share:

Net loss per share attributable to Mobile Infrastructure Corporation’s common stockholders - basic and diluted

$ ( 0.11 ) $ ( 0.06 ) $ ( 0.21 ) $ ( 0.16 )

Weighted average common shares outstanding, basic and diluted

40,660,453 29,225,378 40,592,459 28,731,365

The accompanying notes are an integral part of these consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE THREE months ended March 31, 2025 and 2024

FOR THE THREE and six months ended June 30, 2025

(In thousands, except share amounts, unaudited)

24 unchanged sentences

18,964 $ — 40,491,674 $ 2 $ 3,319 $ 305,081 $ ( 143,946 ) $ 19,539 $ 183,995

Equity-based payments

— — 18,116 — — 250 — 597 847

Distributions to non-controlling interest holders

— — — — — — — ( 46 ) ( 46 )

Share repurchase program

— — ( 5,943 ) — — ( 22 ) — — ( 22 )

Redemptions - Series 1

( 1,528 ) — — — — ( 957 ) — — ( 957 )

Redemptions - Series A

( 15 ) — — — — — — — —

Declared distributions – Series A ($ 14.38 per share)

— — — — — ( 27 ) — — ( 27 )

Declared distributions – Series 1 ($ 13.75 per share)

— — — — — ( 221 ) — — ( 221 )

Allocation of equity to non-controlling interest

— — 281,280 — — 1,406 — ( 1,406 ) —

— — — — — — ( 4,250 ) ( 411 ) ( 4,661 )

Balance, June 30, 2025

17,421 $ — 40,785,127 $ 2 $ 3,319 $ 305,510 $ ( 148,196 ) $ 18,273 $ 178,908

MOBILE INFRASTRUCTURE CORPORATION

CONSOLIDATED STATEMENTS OF CHANGE IN EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024

(In thousands, except share amounts, unaudited)

Preferred stock

23 unchanged sentences

36,953 $ — 28,637,379 $ 2 $ 3,319 $ 265,908 $ ( 136,389 ) $ 70,263 $ 203,103

Equity-based payments

— — — — — 402 — 1,308 1,710

Distributions to non-controlling interest holders

— — — — — — — ( 46 ) ( 46 )

Declared distributions – Series A ($ 14.38 per share)

— — — — — ( 34 ) — — ( 34 )

Declared distributions – Series 1 ($ 13.75 per share)

— — — — — ( 452 ) — — ( 452 )

Conversions - Series 1

( 2,969 ) — 1,053,518 — — 841 — — 841

Conversions - Series A

( 202 ) — 72,578 — — 61 — — 61

Allocation of equity to non-controlling interest

— — — — — 2,183 — ( 2,183 ) —

— — — — — — ( 1,357 ) ( 1,112 ) ( 2,469 )

Balance, June 30, 2024

33,782 $ — 29,763,475 $ 2 $ 3,319 $ 268,909 $ ( 137,746 ) $ 68,230 $ 202,714

The accompanying notes are an integral part of these consolidated financial statements.

2 unchanged sentences

(In thousands, unaudited)

For the Three Months Ended March 31,

For the Six Months Ended June 30,

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

$ ( 8,995 ) $ ( 5,458 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization expense

Amortization of loan costs

Loss (gain) on interest rate hedge

Gain on settlement of liability

Loss on interest rate hedge

Loss on sale of real estate

1 unchanged sentence

Change in fair value of Earn-Out Liability

( 235 ) ( 964 )

Changes in operating assets and liabilities

1 unchanged sentence

Accounts payable and accrued expenses

596 ( 1,566 )

Accounts receivable

Net cash (used in) operating activities

195 ( 1,405 )

Net cash provided by (used in) operating activities

241 ( 1,011 )

Cash flows from investing activities:

Capital expenditures

( 551 ) ( 351 )

Insurance reimbursement for capital expenditures 120 —

Proceeds from note receivable

1 unchanged sentence

Net cash provided by (used in) investing activities

2,689 ( 506 )

Cash flows from financing activities:

1 unchanged sentence

Payments on notes payable

( 1,455 ) ( 7,084 )

Proceeds from notes payable

Distributions to non-controlling interest holders

( 93 ) ( 92 )

Share repurchase plan

3 unchanged sentences

Net cash used in financing activities

( 2,894 ) ( 1,880 )

Net change in cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash, beginning of period

15,819 16,711

Cash and cash equivalents and restricted cash, end of period

$ 15,855 $ 13,314

Reconciliation of Cash and Cash Equivalents and Restricted Cash:

Cash and cash equivalents at beginning of period

$ 10,655 $ 11,134

Restricted cash at beginning of period

Cash and cash equivalents and restricted cash at beginning of period

$ 15,819 $ 16,711

Cash and cash equivalents at end of period

$ 10,621 $ 8,690

Restricted cash at end of period

Cash and cash equivalents and restricted cash at end of period

$ 15,855 $ 13,314

Supplemental disclosures of cash flow information:

Interest paid

$ 5,881 $ 5,721

Non-cash investing and financing activities:

9 unchanged sentences

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

June 30, 2025

Note 1 — Organization and Business Operations

Mobile Infrastructure Corporation (“MIC,” “we,” “us,” “our,” and the “Company” ) is a Maryland corporation, publicly traded on the NYSE American under the ticker “BEEP.” We focus on acquiring, owning and optimizing parking facilities and related infrastructure, including parking lots, parking garages and other parking structures throughout the United States.

Mobile Infrastructure Corporation (“MIC,” “we,” “us,” “our,” and the “Company”) is a Maryland corporation, publicly traded on The Nasdaq Stock Market LLC under the ticker “BEEP.” We focus on acquiring, owning and optimizing parking facilities and related infrastructure, including parking lots, parking garages and other parking structures throughout the United States.

We target both parking garage and surface lot properties primarily in 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 March 31, 2025, 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.

As of June 30, 2025, 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 retail/commercial space adjacent to our parking facilities.

1 unchanged sentence

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.

Currently, the two directors of the Operating Company are Manuel Chavez, III, the Executive Chairman of the Company's Board of Directors (the "Board"), and Stephanie Hogue, our President, Chief Executive Officer and a member of the Board.

The Company owns approximately 90.5 % of the Common Units of the Operating Company.

6 unchanged sentences

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.

Operating results for the three months ended March 31, 2025 , are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

There were no significant changes to our significant accounting policies during the three months ended March 31, 2025 .

Operating results for the three and six months ended June 30, 2025 , are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

There were no significant changes to our significant accounting policies during the six months ended June 30, 2025 .

For a full summary of our accounting policies, refer to our Annual Report on Form 10 -K for the fiscal year ended December 31, 2024 filed with the SEC on March 11, 2025.

1 unchanged sentence

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.

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 filing of this quarterly report on Form 10 -Q (this “Quarterly Report”), which is dependent upon our ability to effectively implement plans related to the Line of Credit and notes payable that mature within one year after the date of the filing of the Quarterly Report.

The going concern basis assumes that we will be able to meet our obligation and continue our operation one year from the date of the filing of this quarterly report on Form 10 -Q (this “Quarterly Report”), which is dependent upon our ability to effectively implement plans related to the Line of Credit and notes payable that matures within one year after the date of the filing of the Quarterly Report.

We have incurred net losses since our inception and anticipate net losses for the near future.

We have $ 39.5 million of debt due within twelve months of the date of the filing of the Quarterly Report which is comprised of $ 29.5 million related to the Line of Credit (as defined herein) and $ 10.0 million of notes 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.

Additionally, the Line of Credit has $ 3.2 million of accrued interest that is due upon maturity.

We do not currently have sufficient cash on hand, liquidity or projected cash flows to repay these outstanding amounts and related 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 notes 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.

We have analyzed alternatives in order satisfy these debt maturities.

Management has approved a plan to execute a new debt agreement to pay down a portion of the Line of Credit.

As part of the new debt agreement, we will also refinance certain notes payable prior to their maturity.

However, as the refinancing is outside of our control, we plan to sell real estate assets as needed and have the ability to extend the maturity or defer the Line of Credit through December 31, 2025, in order to allow us to sell properties on an orderly basis, if necessary.

Management has determined it is probable that it will be able to successfully implement these plans.

7 unchanged sentences

The revenue from locations where Metropolis Technologies, Inc.

(“Metropolis”) acts as either a lease tenant or an operator agent represented 55.9 % and 58.8 % of our revenue, excluding commercial revenue, for the three months ended March 31, 2025 and 2024, respectively.

Revenue from locations where LAZ Parking (“LAZ”) acts as either a lease tenant or an operator agent represented 13.8 % and none of our revenue, excluding commercial revenue, for the three months ended March 31, 2025 and 2024, respectively.

In addition, we had concentrations in Cincinnati ( 18.8 %), Detroit ( 10.4 %), and Chicago ( 9.2 %) based on gross book value of real estate as of both March 31, 2025 and December 31, 2024.

We had concentrations of our outstanding accounts receivable balance with Metropolis ( 31.7 % and 31.9 %) and LAZ ( 15.7 % and 6.8 %) as of March 31, 2025 and December 31, 2024, respectively.

(“Metropolis”) acts as either a lease tenant or an operator agent represented 56.2 % and 56.9 % of our revenue, excluding commercial revenue, for the six months ended June 30, 2025 and 2024, respectively.

Revenue from locations where LAZ Parking (“LAZ”) acts as either a lease tenant or an operator agent represented 15.8 % of our revenue, excluding commercial revenue, for the six months ended June 30, 2025.

Revenue from LAZ locations for the six months ended June 30, 2024 was not significant.

In addition, we had concentrations in Cincinnati ( 19 %), Detroit ( 10 %), and Chicago ( 9 %) based on gross book value of real estate as of both June 30, 2025 and December 31, 2024.

We had concentrations of our outstanding accounts receivable balance with Metropolis ( 30.4 % and 31.9 %) as of June 30, 2025 and December 31, 2024, respectively.

The majority of these receivable balances represent cash paid by parkers that was collected on our behalf by these operators.

4 unchanged sentences

A full valuation allowance has been recorded for deferred tax assets due to our history of taxable losses.

The One Big Beautiful Bill Act (“OBBBA”) was enacted on July 4, 2025 and the Company continues to evaluate the impact on its financial position.

The OBBBA is not currently expected to materially impact the Company’s effective tax rate or cash flows in the current fiscal year.

Lessor Accounting

All our leases are classified as operating leases.

The majority of variable lease payments for operating leases are recorded as Percentage Rental Income within the Consolidated Statements of Operations.

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 and were not significant during the three and six months ended June 30, 2025 and 2024.

No significant changes to our leases have occurred during the six months ended June 30, 2025.

Recently Issued Accounting Standards

6 unchanged sentences

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 material impact to 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.

December 31, 2027 We are currently evaluating the impact the adoption of this standard will have on our disclosures.

Note 3 — Managed Property Revenues

2 unchanged sentences

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.

Disaggregated revenue for the three months ended March 31, 2025 and 2024 are as follows (dollars in thousands):

For the Three Months Ended March 31, 2025

For the Three Months Ended March 31, 2024

Disaggregated revenue for the three and six months ended June 30, 2025 and 2024 are as follows (dollars in thousands):

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Transient Parkers

1 unchanged sentence

Contract Parkers

2,468 2,464 4,884 4,628

Ancillary Revenue (1)

6 unchanged sentences

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 March 31, 2025 and 2024, we had $ 3.1 million and $ 1.0 million of outstanding accounts receivable, respectively, related to our managed property revenue.

As of June 30, 2025 and 2024, we had $ 3.1 million and $ 3.4 million of outstanding accounts receivable, respectively, 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.

3 unchanged sentences

No material amounts in deferred revenue represent prepayments for a period longer than a single month.

As of March 31, 2025 and 2024, we had approximately $ 0.1 million and $ 0.2 million of deferred managed property revenue, respectively, included in Accounts Payable and Accrued Expenses on the Consolidated Balance Sheets.

As of June 30, 2025 and 2024, we had approximately $ 0.3 million of deferred managed property revenue, respectively, included in Accounts Payable and Accrued Expenses on the Consolidated Balance Sheets.

Note 4 — Acquisitions and Dispositions of Investments in Real Estate

1 unchanged sentence

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.

Under the terms of the financing arrangement, the buyer paid interest of 8.0 % on a $ 3.12 million dollar note.

The note receivable was paid in full in February 2025.

5 unchanged sentences

A schedule of our intangible assets and related accumulated amortization as of

March 31, 2025 and

June 30, 2025 and

December 31, 2024 is as follows (dollars in thousands):

As of March 31, 2025

As of June 30, 2025

As of December 31, 2024

12 unchanged sentences

Amortization of the in-place lease value and acquired technology are included in Depreciation and Amortization in our Consolidated Statements of Operations.

Amortization expense associated with intangible assets totaled a pproximately $ 0.2 million for both the three months ended March 31, 2025 and 2024.

Estimated future amortization of intangible assets as of March 31, 2025 for each of the next five years is as follows (dollars in thousands):

Amortization expense associated with intangible assets totaled approximately $ 1.0 million and $ 0.2 million for the three months ended June 30, 2025 and 2024 and approximately $ 1.1 million and $ 0.4 million for the six months ended June 30, 2025 and 2024, respectively.

In the second quarter of 2025, we finalized a plan to phase out the use of our acquired technology, Inigma software, by the end of the year.

This triggered a change in the useful life of the asset to the remainder of 2025.

As a result of this change in estimate, amortization expense will increase $ 0.8 million quarterly and will result in a $ 0.02 loss per share attributable to the Company's common stockholders through the remainder of 2025.

Estimated future amortization of intangible assets as of June 30, 2025 for each of the next five years is as follows (dollars in thousands):

In-place lease value

3 unchanged sentences

Note 6 — Debt

As of March 31, 2025 and December 31, 2024, the principal balances on notes payable are as follows (dollars in thousands):

of March 31, 2025

As of June 30, 2025 and December 31, 2024, the principal balances on notes payable are as follows (dollars in thousands):

of June 30, 2025

of December 31, 2024

16 unchanged sentences

10,926 11,094

2027 Canton Commercial Real Estate Loan Pool (2)

2027 Cantor Commercial Real Estate Loan Pool (2)

5.03 % 5/6/2027

19 unchanged sentences

Louis Washington, Cleveland Lincoln Garage, LLC, MVP Denver Sherman, LLC, MVP Milwaukee Arena Lot, LLC and MVP Denver 1935 Sherman, LLC.

2027 Canton Commercial Real Estate Loan Pool is secured by the following properties:

2027 Cantor 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.

Louis Seventh & Cerre, LLC and MVP Indianapolis Meridian Lot, LLC.

( 3 ) 2029 KeyBank Loan Pool is secured by MVP Memphis Poplar, 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 was SOFR plus a spread of 3.25% until the interest rate swap agreement began in March 2025 which fixed SOFR to a rate of 7.29%.

( 5 ) As mentioned below, the interest rate on the Mabley Place Garage, LLC loan was SOFR plus a spread of 3.25% until the interest rate swap agreement began in March 2025 which fixed SOFR to a rate of 7.29%.

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”).

5 unchanged sentences

Some notes contain various terms and conditions including debt service coverage ratios and debt yield limits.

As of March 31, 2025, borrowers for one of the Company’s loans totaling $ 25.8 million, failed to meet certain loan covenants.

As a result, we are subject to additional cash management procedures, which resulted in approximately $ 1.0 million of restricted cash as of March 31, 2025.

As of June 30, 2025, borrowers for two of the Company’s loans totaling $ 41.8 million, failed to meet certain loan covenants.

As a result, we are subject to additional cash management procedures, which resulted in approximately $ 1.4 million of restricted cash as of June 30, 2025.

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 March 31, 2025 , future principal payments on notes payable are as follows (dollars in thousands):

As of June 30, 2025 , future principal payments on notes payable are as follows (dollars in thousands):

2025 (remainder)

6 unchanged sentences

The Line of Credit includes provisions for defaults on recourse indebtedness in an aggregate amount equal to or exceeding $ 25 million and non-recourse indebtedness in an aggregate amount equal to or exceeding $ 50 million.

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.

Osher, Chair of the Board, is the managing member of No Street Capital LLC, which serves as the investment manager of the Lenders.

We issued 500,000 shares of common stock to the Lenders at the closing date, which is considered a debt issuance cost of approximately $ 1.8 million 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 March 31, 2025 were approximately $ 0.8 million.

As of March 31, 2025, approximately $ 28.7 million was outstanding under the Line of Credit.

As of May 1, 2025, the outstanding balance increased to approximately $ 29.4 million.

Unamortized loan fees as of June 30, 2025 were approximately $ 0.3 million.

As of June 30, 2025, approximately $ 29.5 million was outstanding under the Line of Credit.

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 value of the interest rate swap was $ 0.1 million as of March 31, 2025 and is recorded within Accounts Payable and Accrued Expenses on our Consolidated Balance Sheet.

The value of the interest rate swap was $ 0.2 million as of June 30, 2025 and is recorded within Accounts Payable and Accrued Expenses on our Consolidated Balance Sheet.

The arrangement was for a notional amount of $ 12.0 million and fixed SOFR to a rate of 7.29 % beginning in March 2025.

11 unchanged sentences

On September 11, 2024, the Board declared payment of accrued and unpaid dividends for all past dividend periods on the Series 1 Preferred Stock and Series A Preferred Stock.

Additionally, we declared monthly dividend payments on the Series A Preferred Stock and Series 1 Preferred Stock for each subsequent month through March 2025.

Additionally, we declared monthly dividend payments on the Series A Preferred Stock and Series 1 Preferred Stock for each subsequent month through June 2025.

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.

2 unchanged sentences

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 three months ended March 31, 2025, approximately 1,100 shares of the Series 1 Preferred Stock and approximately 60 shares of Series A Preferred Stock were redeemed for cash.

In addition, requested redemptions at March 31, 2025 of approximately 800 shares with a stated value of approximately $ 0.8 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 three months ended March 31, 2025, no shares of Series 1 Preferred Stock or Series A Preferred Stock were converted to shares of common stock.

During the three months ended March 31, 2024, approximately 2,200 shares of Series 1 Preferred Stock and approximately 300 shares of Series A Preferred Stock converted to approximately 0.7 million and 0.1 million shares of common stock, respectively.

No shares of Series 1 Preferred Stock or Series A Preferred Stock were redeemed for cash during the three months ended March 31, 2024.

During the six months ended June 30, 2025, approximately 2,600 shares of the Series 1 Preferred Stock and approximately 80 shares of Series A Preferred Stock were redeemed for cash.

In addition, requested redemptions at June 30, 2025 of approximately 240 shares with a stated value of approximately $ 0.2 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 six months ended June 30, 2025, no shares of Series 1 Preferred Stock or Series A Preferred Stock were converted to shares of common stock.

During the six months ended June 30, 2024, approximately 5,200 shares of Series 1 Preferred Stock and approximately 500 shares of Series A Preferred Stock converted to approximately 1.7 million and 0.2 million shares of common stock, respectively.

No shares of Series 1 Preferred Stock or Series A Preferred Stock were redeemed for cash during the six months ended June 30, 2024.

In accordance with the warrant agreement dated August 25, 2021 ( the “Warrant Agreement”), which was further amended on August 29, 2023, Color Up, LLC (“Color Up”) had the right to purchase up to 2,553,192 shares of common stock, at an exercise price of $ 7.83 per share for an aggregate cash purchase price of up to $ 20.0 million (the “Common Stock Warrants”) and could exercise the Common Stock Warrants on a cashless basis at Color Up’s option.

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Convertible Non-controlling Interests

As of March 31, 2025, the Operating Company had approximately 45.1 million Common Units outstanding, excluding any equity incentive units granted and the Earn-Out Shares, as defined below.

As of June 30, 2025, the Operating Company had approximately 45.1 million Common Units outstanding, excluding any equity incentive units granted and the Earn-Out Shares, as defined below.

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 on a one -for- one basis, 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 three months ended March 31, 2025 and 2024, no Common Units were converted to shares of common stock.

The Common Units not held by the Company outstanding as of March 31, 2025 are classified as noncontrolling interests within permanent equity on our Consolidated Balance Sheet.

During the six months ended June 30, 2025, 0.3 million Common Units were converted to shares of common stock on a one -for- one basis.

No Common Units were converted to shares of common stock during the six months ended June 30, 2024.

The Common Units not held by the Company outstanding as of June 30, 2025 are classified as noncontrolling interests within permanent equity on our Consolidated Balance Sheet.

Share Repurchase Program

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We may also enter into Rule 10b5 - 1 plans to facilitate repurchases of our shares under this authorization.

During the three months ended March 31, 2025, we repurchased 82,196 shares under the program, for a cost of approximately $ 0.3 million.

During the three and six months ended June 30, 2025, we repurchased 5,943 and 88,139 shares under the program, for a cost of approximately $ 22,000 and $ 287,000 , respectively.

Note 8 — Stock-Based Compensation

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The value of vested LTIP Units is realized by the holder through conversion of the LTIP Units into Common Units.

The following table sets forth a roll forward of all incentive equity awards for the three months ended March 31, 2025:

The following table sets forth a roll forward of all incentive equity awards for the six months ended June 30, 2025:

Number of Incentive Equity Awards

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( 526,451 ) 4.50

Unvested - March 31, 2025

Unvested - June 30, 2025

3,765,261 $ 6.52

We recognized $ 0.7 million and $ 1.8 million of equity-based compensation expense for the three months ended March 31, 2025 and 2024, respectively, which is included in General and Administrative in the Consolidated Statements of Operations.

We recognized $ 0.8 and $ 1.5 million and $ 1.6 and $ 3.4 million of equity-based compensation expense for the three and six months ended June 30, 2025 and 2024, respectively, which is included in General and Administrative in the Consolidated Statements of Operations.

Included in the expense were equity awards granted in lieu of salary amounts.

The remaining unrecognized compensation cost of approximately $ 4.9 million will be recognized over a weighted average term of 2.1 years.

The remaining unrecognized compensation cost of approximatel y $ 4.3 million will be recognized over a weighted average term of 2.2 years.

Performance based awards are valued at target and may have the ability to earn additional or fewer shares based on level of achievement.

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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 three months ended March 31, 2025 and 2024 and therefore were excluded from the dilutive calculation.

Outstanding warrants and stock-based compensation were antidilutive as a result of the net loss for the three and six months ended June 30, 2025 and 2024 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 are met, assuming that the end of the reporting period is the end of the contingency period.

We had 3.8 and 3.9 million unvested service- and performance-based awards which are considered antidilutive to the dilutive loss per share calculation for the three months ended March 31, 2025 and 2024, respectively.

We had 3.8 and 4.1 million unvested service- and performance-based awards which are considered antidilutive to the dilutive loss per share calculation for the three and six months ended June 30, 2025 and 2024, respectively.

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

three months ended March 31, 2025 and 2024 (dollars in thousands):

March 31, 2025

March 31, 2024

six months ended June 30, 2025 and 2024 (dollars in thousands):

For the Three Months Ended

For the Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Net loss attributable to MIC

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Louis and MVP St.

Louis Cardinal Lot Master Tenant, LLC, which had total assets of approximately $ 11.9 (substantially all real estate investments) and liabilities of approximately $ 6.0 (substantially all mortgage debt) before consolidation as of both March 31, 2025 and December 31, 2024.

Louis Cardinal Lot Master Tenant, LLC, which had total assets of approximately $ 11.9 million (substantially all real estate investments) and liabilities of approximately $ 6.0 million (substantially all mortgage debt) before consolidation as of both June 30, 2025 and December 31, 2024.

Note 11 — Fair Value

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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 were derived using Level 2 inputs and approximates $ 186.6 million and $ 186.7 million as of March 31, 2025 and December 31, 2024, respectively.

The carrying amount of the Line of Credit as of March 31, 2025 approximates fair value due to its recent nature.

The estimated fair value of our notes payable were derived using Level 2 inputs and approximates $ 186.3 million and $ 186.7 million as of June 30, 2025 and December 31, 2024, respectively.

The carrying amount of the Line of Credit as of June 30, 2025 approximates fair value due to its short time to maturity.

Recurring and Nonrecurring Fair Value Measurements

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The Earn-Out Shares and interest rate swap 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 three months ended March 31, 2025 and the year ended December 31, 2024 were as follows (in thousands):

March 31, 2025

Fair value measurements that occurred as of and during the six months ended June 30, 2025 and the year ended December 31, 2024 were as follows (in thousands):

June 30, 2025

December 31, 2024

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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 three months ended March 31, 2025 ( in thousands):

The following table reflects the change in value during the six months ended June 30, 2025 ( in thousands):

Level 3 Liability

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Change in fair value recognized in earnings

Balance as of March 31, 2025

Balance as of June 30, 2025

Interest rate swap

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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 three months ended March 31, 2024, we impaired approximately $ 0.2 million of our real estate assets as a result of a planned disposition of a property.

No impairments were recorded during the three months ended March 31, 2025.

During the six months ended June 30, 2024, we impaired approximately $ 0.2 million of our real estate assets as a result of a planned disposition of a property.

No impairments were recorded during the six months ended June 30, 2025.

Note 12 — Commitments and Contingencies

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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 March 31, 2025 and December 31, 2024, we recorded balances of approximately $ 0.1 million and $ 0.2 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.

Park Place Parking is a private parking operator that is wholly owned by relatives of the Executive Chairman of the Board.

The Executive Chairman of the Board is neither an owner nor beneficiary of Park Place Parking.

As of June 30, 2025 and December 31, 2024, we recorded balances of approximately $ 0.1 million and $ 0.2 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.

An immediate family member of the Executive Chairman of the Board 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 to act as their headquarters.

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 March 31, 2025, ProKids owes an immaterial amount of rental income related to the lease agreement.

As of June 30, 2025, 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.

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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 an immaterial amount related to these services for the three months ended March 31, 2025.

We incurred an immaterial amount related to these services for the six months ended June 30, 2025.

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.

On August 25, 2021, we entered into a Software License and Development Agreement with an affiliate of Bombe Asset Management, Ltd., an affiliate of the Executive Chairman of the Board and our Chief Executive Officer 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.

This agreement ended during the second quarter of 2025.

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);

On August 25, 2021, the Company, the Operating Partnership and Color Up entered into 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).

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In September 2024, we entered into a $ 40.4 million Line of Credit.

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.

Osher, the Chair of the Board, 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 6 above.

Note 14 — Revision of Previously Issued Financial Statements

During the quarter ended September 30, 2024, the Company identified certain errors impacting our first quarter filing of 2024.

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 unaudited financial statements for the period ended March 31, 2024.

Presented below are revisions to the previously issued financial statements presented in this Form 10 -Q.

During the quarter ended September 30, 2024, the Company identified certain errors impacting our first and second quarter filings of 2024.

The errors 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 unaudited financial statements for the period ended March 31, 2024 and June 30, 2024.

Presented below are revisions to the previously issued financial statements presented in this Quarterly Report.

For the Three Months Ended March 31, 2024

For the Three Months Ended June 30, 2024

(in thousands, unaudited)

Consolidated Statement of Changes in Equity

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MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a financial review and analysis of our financial condition and results of operations for the three months ended March 31, 2025 and 2024.

The following is a financial review and analysis of our financial condition and results of operations for the three and six months ended June 30, 2025 and 2024.

This discussion and analysis should be read in conjunction with the accompanying consolidated financial statements and the notes thereto and Management’s Discussion and Analysis of Financial Conditions and Results of Operations in our annual report on Form 10-K for the fiscal year ended December 31, 2024.

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Forward-Looking Statements

Certain statements included in this Quarterly Report that are not historical facts (including any statements concerning investment objectives, other plans and objectives of management for future operations or economic performance, or assumptions or forecasts related thereto) are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

Forward-looking statements are typically identified by the use of terms such as “may,” “should,” “expect,” “could,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “potential” or the negative of such terms and other comparable terminology.

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a material failure, inadequacy, interruption, or security failure of our technology networks and related systems could harm our business;

our executive officers and certain members of our board of directors face or may face conflicts of interest related to their positions and interests in our affiliates, which could hinder our ability to implement our business strategy and generate returns to investors;

our executive officers and certain members of the Board face or may face conflicts of interest related to their positions and interests in our affiliates, which could hinder our ability to implement our business strategy and generate returns to investors;

our revenues have been and will continue to be significantly influenced by demand for parking facilities generally, and a decrease in such demand would likely have a greater adverse effect on our revenues than if we owned a more diversified real estate portfolio;

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These statements are inherently uncertain, involve risks and are subject to change based on various factors, including those discussed in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report.

Mobile Infrastructure Corporation is a Maryland corporation, publicly traded on the NYSE American under the ticker “BEEP.” We focus on acquiring, owning and optimizing parking facilities and related infrastructure, including parking lots, parking garages and other parking structures throughout the United States.

Mobile Infrastructure Corporation is a Maryland corporation, publicly traded on The Nasdaq Stock Market LLC under the ticker “BEEP.” We focus on acquiring, owning and optimizing parking facilities and related infrastructure, including parking lots, parking garages and other parking structures throughout the United States.

We target both parking garage and surface lot properties primarily in 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 March 31, 2025, 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.

As of June 30, 2025, 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 retail/commercial space adjacent to our parking facilities.

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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.

Currently, the two directors of the Operating Company are Manuel Chavez, III, the Executive Chairman of the Board, and Stephanie Hogue, our President, Chief Executive Officer and a member of the Board.

The Company owns approximately 90.5% of the Common Units of the Operating Company.

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We believe same location RevPAS is a key performance measure that allows for review of fluctuations in revenue without the impact of portfolio transaction or changes in revenue structure.

Average monthly same location RevPAS for March 31, 2025 and 2024 was $184.24 and $192.31, respectively.

Results of Operations for the Three Months Ended March 31, 2025 (dollars in thousands):

For the Three Months Ended March 31,

Average monthly same location RevPAS for the quarters ended June 30, 2025 and 2024 was $211.89 and $216.63, respectively.

Results of Operations for the Three Months Ended June 30, 2025 and 2024 (dollars in thousands):

For the Three Months Ended June 30,

Managed property revenue

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Total revenues

The decrease in total revenues for the three months ended March 31, 2025 compared to the same period in 2024 is due primarily to $0.6 million of nonrecurring revenue resulting from collections of remaining 2023 percent rent payments for lease agreements which were converted to management contracts at the beginning of 2024 and $0.1 million of revenue in the first quarter of 2024 that came from properties we sold later in 2024, partially offset by higher average transient rates for the period.

For the Three Months Ended March 31,

The decrease in total revenues for the three months ended June 30, 2025 compared to the same period in 2024 is due primarily to a significant decline in events in the Minneapolis market, decreased attendance for baseball in the St.

Louis market, and continued low hotel occupancy in the Denver market which resulted in the an overall decrease of $0.4 million.

This was partially offset by an increase of $0.1 million in Oklahoma City and Cleveland due to increased traffic from the NBA playoffs and favorable leasing efforts, respectively.

For the Three Months Ended June 30,

Operating expenses

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Total expenses

Depreciation and amortization

The $0.8 million increase in depreciation and amortization for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 is primarily due to $0.8 million in accelerated depreciation resulting from the phase out of Inigma software by the end of the year.

General and administrative

The $0.8 million decrease in general and administrative expenses during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 is primarily attributable to the vesting of certain equity compensation awards in 2024 and the non-cash impact of a change in timing of annual equity awards in 2025.

Professional Fees

The $0.1 million increase in professional fees during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 is primarily attributable to a settlement gain in the second quarter of 2024, which offset related legal costs earlier in the year.

For the Three Months Ended June 30,

Interest expense, net

Other income (expense), net

Change in fair value of Earn-Out Liability

Total other expense

Line items that result in a percent change that exceed certain limitations are considered not meaningful (“NM”) and indicated as such.

Interest expense

The increase in interest expense of approximately $1.6 million during the three months ended

June 30, 2025 compared to the same period in the prior year is primarily attributable to interest expense and loan fee amortization on the Line of Credit entered into in the third quarter of 2024 and increased interest rates from the refinancing of the Revolving Credit Facility with the 2034 CMBS Loan in December 2024.

Change in the fair value of the Earn-Out Liability

This is non-cash gains or losses as the estimated fair value of the Earn-Out shares change.

Fair value fluctuations of the liability during the period are reflected in earnings and are a result of changes in stock price and the remaining duration of the earn-out period.

Results of Operations for the Six Months Ended June 30, 2025 and 2024 (dollars in thousands):

For the Six Months Ended June 30,

Managed property revenue

Base rental income

Percentage rental income

Total revenues

The decrease in total revenues for the six months ended June 30, 2025 compared to the same period in 2024 is due primarily to $0.6 million of nonrecurring revenue resulting from collections of remaining 2023 percent rent payments for lease agreements which were converted to management contracts at the beginning of 2024, $0.1 million of revenue in the first quarter of 2024 that came from properties we sold later in 2024, and the previously mentioned baseball attendance and hotel occupancy declines in St.

Louis and Denver, respectively.

These were partially offset by favorable revenue in Oklahoma City and Cleveland as well as increased average transient rates across our portfolio.

For the Six Months Ended June 30,

Operating expenses

Property taxes

Property operating expense

The increase in property operating expense for the three months ended March 31, 2025 compared to the same period in 2024 is due to $0.2 million of additional expense related to properties that converted to management contracts in February or March of 2024, resulting in only a partial period of property operating expenses being incurred during the first quarter of 2024, and $0.1 million due to timing of maintenance work.

Depreciation and amortization

General and administrative

The $1.1 million decrease in general and administrative expenses during the three months ended March 31, 2025 compared to the three months ended March 31, 2024 is primarily attributable to the vesting of certain equity compensation awards in 2024 and January 2025 and the non-cash impact of a change in timing of annual equity awards in 2025.

Professional fees

The $0.2 million decrease in professional fees during the three months ended March 31, 2025 compared to the three months ended March 31, 2024 is primarily attributable to higher utilization of legal and other professional services in the prior year.

During the three months ended March 31, 2024, we impaired approximately $0.2 million of our real estate assets as a result of a planned disposition of a property.

For the Three Months Ended March 31,

Total expenses

Property operating expense

The increase in property operating expense for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 is due to additional expense related to properties that converted to management contracts after January 2024, resulting in only a partial period of property operating expenses being incurred during the first half of 2024, and increased spend on security and utilities.

General and administrative

The $1.9 million decrease in general and administrative expenses during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 is primarily attributable to the vesting of certain equity compensation awards in 2024 and January 2025 and the non-cash impact of a change in timing of annual equity awards in 2025.

Professional Fees

The $0.1 million decrease in professional fees during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 is primarily attributable to higher utilization of legal and other professional services in 2024 offset by settlement gain in the second quarter of 2024, which offset related legal costs earlier in the year.

During the six months ended June 30, 2024, we impaired approximately $0.2 million of our real estate assets as a result of a planned disposition of a property.

For the Six Months Ended June 30,

Interest expense, net

Loss on sale of real estate

Other expense, net

Other income (expense), net

Change in fair value of Earn-Out Liability

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Interest expense

The increase in interest expense of approximately $1.7 million during the three months ended

March 31, 2025 compared to the same period in the prior year is primarily attributable to interest expense and loan fee amortization on the Line of Credit entered into in the third quarter of 2024 and the refinancing of the Revolving Credit Facility with the 2034 CMBS Loan in December 2024.

The increase in interest expense of approximately $3.3 million during the six months ended

June 30, 2025 compared to the same period in the prior year is primarily attributable to interest expense and loan fee amortization on the Line of Credit entered into in the third quarter of 2024 and higher interest rates as a result of the refinancing of the Revolving Credit Facility with the 2034 CMBS Loan in December 2024.

Change in the fair value of the Earn-Out Liability

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The following table presents our NOI as well as a reconciliation of NOI to Net Loss, the most directly comparable financial measure under U.S.

GAAP reported in our consolidated financial statements, for the three nine months ended March 31, 2025 and 2024 (dollars in thousands):

For the Three Months Ended March 31,

GAAP reported in our consolidated financial statements, for the three and six months ended June 30, 2025 and 2024 (dollars in thousands):

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Managed property revenue

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Loss on sale of real estate

Other expense, net

Other income (expense), net

Change in fair value of Earn-Out Liability

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We use Adjusted EBITDA as a measure of operating performance which allow us to compare earnings and evaluate debt leverage and fixed cost coverage.

The following table presents our calculation of Adjusted EBITDA for the three months ended March 31, 2025 and 2024 (dollars in thousands):

For the Three Month Ended March 31,

The following table presents our calculation of Adjusted EBITDA for the three and six months ended June 30, 2025 and 2024 (dollars in thousands):

For the Three Month Ended June 30,

For the Six Month Ended June 30,

Reconciliation of Net Loss to Adjusted EBITDA Attributable to the Company

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Depreciation and amortization

Change in the fair value of Earn-Out liability

Other expense, net

Change in fair value of Earn-Out liability