What changed in this filing

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Item 1. Financial Statements

2025-11-10 compared with 2025-08-12 · 236 added, 183 removed, 773 unchanged (35% of the section changed)

3 unchanged sentences

(In thousands, except share and per share amounts)

As of June 30, 2025

As of September 30, 2025

As of December 31, 2024

13 unchanged sentences

Cash and cash equivalents

10,621 10,655

Cash – restricted

15 unchanged sentences

Mobile Infrastructure Corporation Stockholders’ Equity

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

Preferred stock Series 1, $ 0.0001 par value, 97,000 shares authorized, 15,072 and 18,165 shares issued and outstanding, with a stated liquidation value of $ 15,072,000 and $ 18,165,000 as of September 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 September 30, 2025 and December 31, 2024)

Common stock, $ 0.0001 par value, 500,000,000 shares authorized, 40,584,766 and 40,376,974 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Warrants issued and outstanding – 2,553,192 warrants as of September 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 June 30,

For the Six Months Ended June 30,

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Managed property revenue

17 unchanged sentences

388 396 1,201 1,345

2,545 — 2,545 157

Total expenses

3 unchanged sentences

Loss on sale of real estate

— ( 13 ) — ( 55 )

Other income (expense), net

23 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE THREE and six months ended June 30, 2025

FOR THE THREE and Nine months ended September 30, 2025

(In thousands, except share amounts, unaudited)

43 unchanged sentences

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

Equity-based payments

— — — — — 314 — 488 802

Distributions to non-controlling interest holders — — — — — — — ( 48 ) ( 48 )

Share repurchase program — — ( 200,361 ) — — ( 719 ) — — ( 719 )

Redemptions - Series 1

( 475 ) — — — — ( 1,972 ) — — ( 1,972 )

Redemptions - Series A

— — — — — ( 569 ) — — ( 569 )

Declared distributions – Series A ($ 14.38 per share)

— — — — — ( 26 ) — — ( 26 )

Declared distributions – Series 1 ($ 13.75 per share)

— — — — — ( 209 ) — — ( 209 )

— — — — — — ( 5,803 ) ( 625 ) ( 6,428 )

Balance, September 30, 2025 16,946 $ — 40,584,766 $ 2 $ 3,319 $ 302,329 $ ( 153,999 ) $ 18,088 $ 169,739

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

MOBILE INFRASTRUCTURE CORPORATION

CONSOLIDATED STATEMENTS OF CHANGE IN EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

(In thousands, except share amounts, unaudited)

41 unchanged sentences

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

Equity-based payments — — 73,609 — — 252 — 958 1,210

Distributions to non-controlling interest holders

— — — — — — — ( 42 ) ( 42 )

Issuance of common stock

— — 500,000 — — 1,750 — — 1,750

Share repurchase program — — ( 26,925 ) — — ( 90 ) — — ( 90 )

Redemptions - Series 1

( 1,293 ) — — — — ( 6,759 ) — — ( 6,759 )

Declared distributions – Series A ($ 14.38 per share)

— — — — — ( 33 ) — — ( 33 )

Declared distributions – Series 1 ($ 13.75 per share)

— — — — — ( 407 ) — — ( 407 )

Conversions - Series 1

( 2,782 ) — 1,056,914 — — 823 — — 823

Conversions - Series A

( 52 ) — 20,706 — — 16 — — 16

Allocation of equity to non-controlling interest

— — 336,756 — — 6,043 — ( 6,054 ) ( 11 )

— — — — — — ( 1,311 ) ( 579 ) ( 1,890 )

Balance, September 30, 2024

29,655 $ — 31,724,535 $ 2 $ 3,319 $ 270,504 $ ( 139,057 ) $ 62,513 $ 197,281

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

2 unchanged sentences

(In thousands, unaudited)

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Cash flows from operating activities:

13 unchanged sentences

3,444 ( 1,796 )

Indemnification liability

( 130 ) ( 253 )

Accounts receivable

12 unchanged sentences

Proceeds from Line of Credit

Proceeds from notes payable

Payments on notes payable

( 4,889 ) ( 7,926 )

Proceeds from notes payable

Payments on Revolving Credit Facility

Distributions to non-controlling interest holders

1 unchanged sentence

Share repurchase plan

( 1,006 ) ( 90 )

Shares repurchased for vesting of employee awards

( 135 ) ( 133 )

Preferred redemption payments

( 3,168 ) ( 1,292 )

Preferred dividend payments

( 767 ) ( 9,328 )

Net cash used in financing activities

1 unchanged sentence

Net change in cash and cash equivalents and restricted cash

( 3,763 ) ( 2,411 )

Cash and cash equivalents and restricted cash, beginning of period

18 unchanged sentences

Distributions declared not yet paid

Requested preferred redemptions not yet paid

Accrued capital expenditures

Accrued preferred distributions paid in common stock

1 unchanged sentence

Note receivable related to disposition of property

Requested preferred redemptions not yet paid

$ 2,305 $ 5,467

Common stock issued as loan fees

Equity shares issued in exchange for accrued compensation

Accrued capital expenditures

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

1 unchanged sentence

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

September 30, 2025

Note 1 — Organization and Business Operations

2 unchanged sentences

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 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.

As of September 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.

6 unchanged sentences

Basis of Accounting

Our consolidated financial statements are prepared on the accrual basis of accounting and in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information as contained in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), and in conjunction with rules and regulations of the SEC.

Securities and Exchange Commission (“SEC”).

Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations.

1 unchanged sentence

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 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 .

Operating results for the three and nine months ended September 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 nine months ended September 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 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.

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 a plan related to the Line of Credit 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 currently have $ 34.3 million related to the Line of Credit (as defined herein) due within twelve months of the date of the filing of this Quarterly Report.

Additionally, the Line of Credit has $ 4.9 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.

We do not currently have sufficient cash on hand, liquidity or projected cash flows to repay the outstanding amount 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 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.

As such, we have concluded that these plans alleviate substantial doubt about the Company’s ability to continue as a going concern.

Management has approved a plan to sell real estate assets to satisfy the debt maturity.

We have the ability to extend the maturity or defer the Line of Credit through March 31, 2026, 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 this plan.

As such, we have concluded that this plan alleviates substantial doubt about the Company’s ability to continue as a going concern.

Use of Estimates

5 unchanged sentences

The revenue from locations where Metropolis Technologies, Inc.

(“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.

(“Metropolis”) acts as either a lease tenant or an operator agent represented 61.9 % and 56.2 % of our revenue, excluding commercial revenue, for the nine months ended September 30, 2025 and 2024 , respectively.

Revenue from locations where LAZ Parking (“LAZ”) acts as either a lease tenant or an operator agent represented 16.6 % and 15.3 % of our revenue, excluding commercial revenue, for the nine months ended September 30, 2025 and 2024 , respectively.

In addition, we had concentrations in Cincinnati ( 19 %), Detroit ( 11 % and 10 %), and Chicago ( 9 %) based on gross book value of real estate as of both September 30, 2025 and December 31, 2024, respectively.

We had concentrations of our outstanding accounts receivable balance with Metropolis ( 28.5 % and 31.9 %) as of September 30, 2025 and December 31, 2024, respectively, and with LAZ ( 10.8 %) as of September 30, 2025.

The outstanding accounts receivable balance with LAZ was not significant as of December 31, 2024.

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

10 unchanged sentences

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.

These reimbursements are accrued as Base Rental Income in our Consolidated Statements of Operations and were not significant during the three and nine months ended September 30, 2025 and 2024 .

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

Recently Issued Accounting Standards

13 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 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,

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

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Transient Parkers

3 unchanged sentences

Ancillary revenue (1)

42 49 126 177

Total managed property revenue

5 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 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.

As of September 30, 2025 and 2024, we had $ 3.2 million and $ 3.0 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 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.

As of September 30, 2025 and 2024, we had approximately $ 0.2 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

In November 2025, we sold a parking lot located in Indianapolis, Indiana for approximately $ 2.0 million.

We estimate the gain on sale of the asset to be $ 0.5 million.

In February 2024, we disposed of our Cincinnati Race Street location for $ 3.2 million, resulting in a loss on sale of real estate of approximately $ 0.1 million.

8 unchanged sentences

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

June 30, 2025 and

September 30, 2025 and

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

As of June 30, 2025

As of September 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 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.

Amortization expense associated with intangible assets totaled approximately $ 1.0 million and $ 0.2 million for the three months ended September 30, 2025 and 2024 and approximately $ 2.1 million and $ 0.6 million for the nine months ended September 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):

As a result of this change, 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 each quarter of 2025 beginning in the second quarter.

Estimated future amortization of intangible assets as of September 30, 2025 is as follows (dollars in thousands):

In-place lease value

3 unchanged sentences

Note 6 — Debt

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

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

of September 30, 2025

of December 31, 2024

MVP Houston Saks Garage, LLC 4.25 % 8/6/2025 — 2,735

4.25 % 8/6/2025

Minneapolis City Parking, LLC (6)

6 unchanged sentences

4.50 % 12/1/2026 10,097 10,408

10,202 10,408

MVP Detroit Center Garage, LLC (6)

5.52 % 2/1/2027 25,318 25,913

25,540 25,913

2027 KeyBank Loan Pool (1)(6)

4.90 % 5/1/2027 10,842 11,094

10,926 11,094

2027 Cantor Commercial Real Estate Loan Pool (2)(6)

5.03 % 5/6/2027 16,250 16,250

16,250 16,250

St Louis Cardinal Lot DST, LLC

2 unchanged sentences

5.02 % 8/1/2027 10,601 10,789

10,663 10,789

Mabley Place Garage, LLC (5)

7.29 % 12/4/2027 11,861 12,000

11,930 12,000

2029 KeyBank Loan Pool (3)

2 unchanged sentences

7.76 % 12/6/2034 75,243 75,500

75,320 75,500

Less unamortized loan issuance costs

12 unchanged sentences

( 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%.

( 6 ) Refinanced all maturities on or before August 1, 2027 with a $ 100 million asset-back securitization as discussed below.

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 7.76 % and is secured by a pool of seven properties.

The Loan agreement contains customary covenants and reserve requirements.

The 2034 CMBS 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.

In August 2025, we paid off the MVP Houston Saks Garage LLC loan with a payment of $ 2.7 million upon maturity.

In October 2025, we refinanced $ 84.4 million of long-term debt through an asset-backed securitization of 19 properties in our portfolio.

In this transaction, we issued 4.15 % Series 2025 - 1 Class A- 2 Notes (the “2025 - 1 Notes”) priced at 88.30 % of the principal amount of $ 100 million.

The 2025 - 1 Notes have an anticipated repayment date in October 2030 and a final maturity date in October 2055.

The 2025 - 1 Notes were issued under a base indenture and supplemented by the Series 2025 - 1 indenture supplement, each of which contain customary covenants and events of default.

If the 2025 - 1 Notes are not paid in full at their anticipated repayment date, additional interest will begin to accrue.

We may redeem the 2025 - 1 Notes at any time prior to their anticipated repayment date subject to payment of a make-whole premium.

The 2025 - 1 Notes are issued and guaranteed by wholly-owned subsidiaries of the Operating Company.

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

As of September 30, 2025, borrowers for two of the Company’s loans totaling $ 41.6 million, failed to meet certain loan covenants.

As a result, we are subject to additional cash management procedures, which resulted in approximately $ 1.5 million of restricted cash as of September 30, 2025.

These loans were refinanced under the 2025 - 1 Notes in October 2025 and are no longer subject to additional cash management procedures.

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

2025 (remainder)

3 unchanged sentences

(collectively, the “Lenders”) maturing in September 2025 (the “Line of Credit”).

On September 5, 2025, we extended the maturity date to December 31, 2025.

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.

2 unchanged sentences

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 June 30, 2025 were approximately $ 0.3 million.

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

We issued 500,000 shares of common stock to the Lenders at the closing date, which was considered a debt issuance cost of approximately $ 1.8 million and recorded in Other Assets on our Consolidated Balance Sheets and amortized over the one -year term to Interest Expense on the Consolidated Statement of Operations.

As of September 30, 2025 , approximately $ 29.9 million was outstanding under the Line of Credit.

As of the date of this filing, the outstanding balance increased to approximately $ 34.3 million.

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 $ 0.2 million as of June 30, 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 September 30, 2025 and is recorded within Accounts Payable and Accrued Expenses on our Consolidated Balance Sheets.

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 June 2025.

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

During the nine months ended September 30, 2025 , approximately 3,100 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 September 30, 2025 of approximately 2,300 shares with a stated value of approximately $ 2.3 million of Series 1 Preferred Stock and Series A Preferred Stock were reclassified to Accrued Preferred Distributions and Redemptions on the Consolidated Balance Sheets, as we intend to redeem the shares for cash.

During the nine months ended September 30, 2025 , no shares of Series 1 Preferred Stock or Series A Preferred Stock were converted to shares of common stock.

During nine months ended September 30, 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 0.2 million shares of common stock, respectively.

Approximately 1,300 shares of the Series 1 Preferred Stock were redeemed for cash during the nine months ended September 30, 2024.

In addition, requested redemptions at September 30, 2024 of approximately 5,500 shares with a stated value of approximately $ 5.5 million of Series 1 Preferred Stock were reclassified to Accrued Preferred Distributions and Redemptions on the Consolidated Balance Sheets.

There were no cash redemptions on the Series A Preferred Stock during the nine months ended September 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.

4 unchanged sentences

Convertible Non-controlling Interests

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.

As of September 30, 2025 , the Operating Company had approximately 45.0 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 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.

During the nine months ended September 30, 2025 and 2024, 0.3 million Common Units were converted to shares of common stock on a one -for- one basis.

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

Share Repurchase Program

3 unchanged sentences

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

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.

During the three and nine months ended September 30, 2025 , we repurchased 200,361 and 288,500 shares under the program, for a cost of approximately $ 0.7 million and $ 1.0 million, respectively.

During the three and nine months ended September 30, 2024, we repurchased 26,925 shares under the program, for a cost of approximately $ 0.1 million.

As of November 1, 2025, approximately 453,000 additional shares were repurchased under the program for a cost of approximately $ 1.6 million.

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 six months ended June 30, 2025:

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

Number of Incentive Equity Awards

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( 565,342 ) 4.47

Unvested - June 30, 2025

Unvested - September 30, 2025

3,726,370 $ 6.54

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.

We recognized $ 0.8 and $ 1.3 million and $ 2.3 and $ 4.8 million of equity-based compensation expense for the three and nine months ended September 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.

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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 and six months ended June 30, 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 nine months ended September 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 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.

We had 3.7 million unvested service- and performance-based awards which are considered antidilutive to the dilutive loss per share calculation for the three and nine months ended September 30, 2025 and 2024 .

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

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

nine months ended September 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

For the Nine Months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 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 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.

Louis Cardinal Lot Master Tenant, LLC, which had total assets of approximately $ 11.9 million (substantially all real estate investments) and liabilities of approximately $ 6.1 million and $ 6.0 million (substantially all mortgage debt) before consolidation as of both September 30, 2025 and December 31, 2024, respectively.

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 $ 186.3 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.

The estimated fair value of our notes payable were derived using Level 2 inputs and approximates $ 183.3 million and $ 186.7 million as of September 30, 2025 and December 31, 2024, respectively.

The carrying amount of the Line of Credit as of September 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 six months ended June 30, 2025 and the year ended December 31, 2024 were as follows (in thousands):

June 30, 2025

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

September 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 six months ended June 30, 2025 ( in thousands):

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

Level 3 Liability

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Change in fair value recognized in earnings

Balance as of June 30, 2025

Balance as of September 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 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.

During the nine months ended September 30, 2025 and 2024 , we impaired approximately $ 2.5 million and $ 0.2 million of our real estate assets, respectively, as a result of planned property dispositions currently under contract.

Note 12 — Commitments and Contingencies

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Note 13 — 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.

Previously, three of our assets were operated by PCA, Inc., dba Park Place Parking.

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 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.

As of December 31, 2024, we recorded a balance of approximately $ 0.2 million from Park Place Parking which is included in Accounts Receivable, Net on the Consolidated Balance Sheets and was subsequently paid within terms of the management agreement.

Park Place Parking did not operate any of our assets as of September 30, 2025.

We have a lease agreement with ProKids, an Ohio not -for-profit, leasing 21,000 square feet of vacant unfinished commercial space in a 531,000 square foot building in Cincinnati, Ohio, for 120 months to the organization.

An immediate family member of the Executive Chairman of the Board is a member of the Board of Trustees of ProKids.

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 June 30, 2025, ProKids owes an immaterial amount of rental income related to the lease agreement.

As of September 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 six months ended June 30, 2025.

We incurred approximately $ 0.1 million related to these services for the nine months ended September 30, 2025 .

License Agreement

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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 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

Allocation of equity to non-controlling interest

$ — $ 3,087 $ 3,087 $ — $ 2,183 $ 2,183

Additional paid-in capital

$ 240,994 $ 24,914 $ 265,908 $ 241,812 $ 27,097 $ 268,909

Non-controlling interest

$ 95,177 $ ( 24,914 ) $ 70,263 $ 95,327 $ ( 27,097 ) $ 68,230

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 and six months ended June 30, 2025 and 2024.

The following is a financial review and analysis of our financial condition and results of operations for the three and nine months ended September 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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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 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.

As of September 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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Managed Property Revenue Contracts

In 2024, 29 of our 40 assets converted to management contracts.

To date, 30 of our 40 assets converted to management contracts.

We believe asset management contracts provide the opportunity for net operating income growth through more transparent and controlled expense management and will reduce the revenue variability associated with the timing of payments for contract parking agreements.

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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 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,

Average monthly same location RevPAS for the quarters ended September 30, 2025 and 2024 was $211.53 and $227.60, respectively.

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

For the Three Months Ended September 30,

Managed property revenue

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Total revenues

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,

The decline in total revenues for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was partially driven by the Detroit market, where a significant area restructuring plan caused a reduction in office occupancy and related traffic.

Additionally, we saw fewer or less popular events during the period in several of our markets, including Chicago, Cincinnati, Oklahoma City, and New Orleans.

This is partially offset by our Cleveland market, where we continue to drive increases in contract parking volumes.

For the Three Months Ended September 30,

Operating expenses

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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.

The $0.8 million increase in depreciation and amortization for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 is primarily due to $0.8 million in accelerated depreciation resulting from the phase out of the 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,

The $0.6 million decrease in general and administrative expenses during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 is primarily attributable to the vesting of certain equity compensation awards in 2024.

During the three months ended September 30, 2025 , we impaired approximately $2.5 million of our real estate assets as a result of planned dispositions of properties.

For the Three Months Ended September 30,

Interest expense, net

Loss on sale of real estate

Other income (expense), net

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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 $1.2 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.

September 30, 2025 compared to the

three months ended

September 30, 2024 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.

Other income (expense), net

The $0.3 million decrease in other income during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 is primarily attributable to a $0.3 million gain from a settlement agreement entered into in September 2024.

Change in the fair value of the Earn-Out Liability

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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,

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

For the Nine Months Ended September 30,

Managed property revenue

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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,

The decrease in total revenues for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was due partially 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.

Within total revenues, conversions to management agreements resulted in certain locations recognizing Managed Property Revenue in 2025 while recognizing Base Rental Income and Percentage Rental Income for portions for 2024.

The decline in revenue was further driven by the Detroit market, where a significant area restructuring plan caused a reduction in office occupancy and related traffic.

Additionally, we saw fewer or less popular events and games during the period in several of our markets, including Chicago, Cincinnati, Minneapolis, and New Orleans.

This is partially offset by our Cleveland market, where we continue to drive increases in contract parking volumes, and favorable return-to-office trends in one of our St.

Louis locations.

For the Nine Months Ended September 30,

Operating expenses

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Total expenses

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

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.

The increase in property operating expense for the nine months ended September 30, 2025 compared to the nine months ended September 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 nine months of 2024, and increased spend on security and maintenance.

Depreciation and amortization

The $1.5 million increase in depreciation and amortization for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 is primarily due to accelerated depreciation resulting from the phase out of the Inigma software by the end of the year.

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.

The $2.6 million decrease in general and administrative expenses during the nine months ended September 30, 2025 compared to the nine months ended September 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,

The $0.1 million decrease in professional fees during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 is primarily attributable to savings in tax preparation services and 2024 legal fees associated with additional filings.

During the nine months ended September 30, 2025 and 2024, we impaired approximately $2.5 million and $0.2 million of our real estate assets, respectively, as a result of planned dispositions of properties.

For the Nine Months Ended September 30,

Interest expense, net

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Interest expense

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.

The increase in interest expense of approximately $4.5 million during the

nine months ended September 30, 2025 compared to the

September 30, 2024 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.

Other income (expense), net

The $0.3 million decrease in other income during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 is primarily attributable to a $0.3 million gain from a settlement agreement entered into in September 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 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,

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

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Managed property revenue

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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 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,

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

For the Three Month Ended September 30,

For the Nine Month Ended September 30,

Reconciliation of Net Loss to Adjusted EBITDA Attributable to the Company

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We also may sell properties that we own or place mortgages on properties that we own to raise capital.

We have approximately $216.2 million of debt outstanding, with $39.5 million due within twelve months of the date of the filing of this Quarterly Report which is comprised of $29.5 million related to the Line of Credit (as defined herein) and $10 million of notes payable.

These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.

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.

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.

During 2024, we took steps to both extend and ladder maturities in our debt profile, including:

We have approximately $211.3 million of debt outstanding as of September 30, 2025.

During 2024 and 2025, we took steps to both extend and ladder maturities in our debt profile, including:

In February 2024, we refinanced $5.5 million of notes payable maturing in March 2024 with a 5-year note for $5.9 million.

In September 2024, we entered into a $40.4 million Line of Credit, maturing in September 2025 (the “Line of Credit”).

In September 2024, we entered into a $40.4 million Line of Credit, originally maturing in September 2025 (the “Line of Credit”).

In September 2025, we extended the maturity date to December 31, 2025.

Borrowings under the Line of Credit 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.

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Proceeds of the 2034 CMBS Loan were used to repay and discharge the Revolving Credit Facility and refinance a property-level loan.

In October 2025, we refinanced $84.4 million of long term debt through an asset-backed securitization of 19 properties in our portfolio.

In this transaction, we issued 4.15% Series 2025-1 Class A-2 Notes (the “2025-1 Notes”) priced at 88.30% of the principal amount of $100 million.

The 2025-1 Notes have an anticipated repayment date in October 2030 and a final maturity date in October 2055.

Certain lenders may require reserves related to capital improvements, insurance, and excess cash.

These lender-required reserves make up the majority of our restricted cash amounts as of June 30, 2025.

These lender-required reserves make up the majority of our restricted cash amounts as of September 30, 2025.

We currently have $34.3 million related to the Line of Credit due within twelve months of the date of the filing of this Quarterly Report.

Additionally, the Line of Credit has $4.9 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 the outstanding amount and related interest due upon maturity.

These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.

Management has approved a plan to sell real estate assets to satisfy the debt maturity.

We have the ability to extend the maturity or defer the Line of Credit through March 31, 2026, 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 this plan.

As such, we have concluded that this plan alleviates substantial doubt about the Company’s ability to continue as a going concern.

Asset Acquisitions

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However, we have identified a pipeline of acquisition opportunities that we believe is bespoke and actionable, while being largely off-market and unavailable to our competitors.

As of June 30, 2025, we have identified and are evaluating several parking facilities as potential acquisition targets.

As of September 30, 2025, we have identified and are evaluating several parking facilities as potential acquisition targets.

However, we are unlikely to acquire additional parking facilities until more favorable financial market conditions are realized.

We are also evaluating the potential disposition of certain properties in our portfolio, the proceeds of which we could redeploy into potential acquisition targets.

Distributions and redemptions

In September 2024, we paid all accrued and unpaid dividends for the past dividend periods on the Series A Preferred Stock and Series 1 Preferred Stock.

Additionally, we declared monthly dividend payments on the Series A Preferred Stock and Series 1 Preferred Stock for each month beginning September 2024 through June 2025.

Additionally, we declared monthly dividend payments on the Series A Preferred Stock and Series 1 Preferred Stock for each month beginning September 2024 through September 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 and such other considerations as the Board deems relevant.

Additionally, in September 2024, we began electing to redeem shares of Series A Preferred Stock and Series 1 Preferred Stock for cash rather than converting to common stock.

Proceeds from the Line of Credit are used to pay the stated value of the shares redeemed for cash as well as the accrued and unpaid dividends for past dividend periods.

Proceeds from the Line of Credit and cash on hand are used to pay the stated value of the shares redeemed for cash as well as the accrued and unpaid dividends for past dividend periods.

In March 2018, we suspended the payment of distributions on our common stock.

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Repurchases may be made from time to time through open-market purchases or privately negotiated transactions.

Proceeds from the Line of Credit are used to fund the share repurchase program.

Proceeds from the Line of Credit and cash on hand are used to fund the share repurchase program.

Sources and Uses of Cash

The following table summarizes our cash flows for the six months ended June 30, 2025 and 2024 (dollars in thousands):

For the Six Months Ended June 30,

The following table summarizes our cash flows for the nine months ended September 30, 2025 and 2024 (dollars in thousands):

For the Nine Months Ended September 30,

Net cash provided by (used in) operating activities

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Net cash used in financing activities

Comparison of the six months ended June 30, 2025 to the six months ended June 30, 2024:

Comparison of the nine months ended September 30, 2025 to the nine months ended September 30, 2024:

Cash flows from operating activities

During the six months ended June 30, 2025, $0.2 million of cash was provided by operating activities compared with $1.0 million used in operating activities during the same period in 2024, an increase of $1.2 million.

The cash provided by operating activities for the six months ended June 30, 2025 was primarily attributable to cash paid for interest, changes in working capital and NOI results for the period.

The cash used in operating activities for the six months ended June 30, 2024 was primarily attributable to payment of certain general and administrative and professional fees and changes in working capital which offset the benefit of NOI results for the period.

During the nine months ended September 30, 2025, $1.5 million of cash was provided by operating activities compared with $1.0 million used in operating activities during the nine months ended September 30, 2024, an increase of $2.5 million.

The cash provided by operating activities for the nine months ended September 30, 2025 was primarily attributable to changes in working capital and NOI results for the period, partially offset by an increase in cash paid for interest.

The cash used in operating activities for the nine months ended September 30, 2024 was primarily attributable to payment of certain general and administrative and professional fees, settlement of liabilities and changes in working capital.

Cash flows from investing activities

During the six months ended June 30, 2025, $2.7 million of cash was provided by investing activities compared with $0.5 million used in investing activities during the same period in 2024, an increase of $3.2 million.

The cash provided by investing activities for the six months ended June 30, 2025 was primarily attributable to proceeds from the repayment of a note receivable, partially offset by routine and strategic capital expenditures.

The cash used in investing activities during the six months ended June 30, 2024 was primarily attributable to capital expenditures and payments on sale of one parking asset in February 2024 as the sale was financed with a note receivable.

During the nine months ended September 30, 2025, $2.2 million of cash was provided by investing activities compared with $0.2 million used in investing activities during the nine months ended September 30, 2024, an increase of $2.4 million.

The cash provided by investing activities for the nine months ended September 30, 2025 was primarily attributable to proceeds from the repayment of a note receivable, partially offset by routine and strategic capital expenditures.

The cash used in investing activities during the nine months ended September 30, 2024 was primarily attributable to capital expenditures and payments on the sale of one parking asset in February 2024 as it was financed with a note receivable partially offset by proceeds on the sale of one parking asset in July 2024.

Cash flows from financing activities

During the six months ended June 30, 2025, $2.9 million of cash was used in financing activities compared with $1.9 million used in financing activities during the same period in 2024.

The cash used in financing activities for the six months ended June 30, 2025 was primarily attributable to principal debt payments as well as distribution and redemption payments on the Series 1 Preferred Stock and Series A Preferred Stock, partially offset by draws on the Line of Credit.

The cash used in financing activities during the six months ended June 30, 2024 was primarily attributable to the refinancing of certain notes payable and related loan fees.

During the nine months ended September 30, 2025, $7.4 million of cash was used in financing activities compared with $1.2 million used in financing activities during the nine months ended September 30, 2024, an increase of $6.2 million.

The cash used in financing activities for the nine months ended September 30, 2025 was primarily attributable to principal debt payments and MVP Houston Saks Garage LLC loan payoff at maturity as well as distribution and redemption payments on the Series 1 Preferred Stock and Series A Preferred Stock and repurchases of common stock through the share repurchase plan, partially offset by draws on the Line of Credit.

The cash used in financing activities during the nine months ended September 30, 2024 was primarily attributable to proceeds from the Line of Credit, payments on the Revolving Credit Facility and refinancing of certain notes payable and related loan fees, as well as distribution and redemption payments on the Series 1 Preferred Stock and Series A Preferred Stock.

Seasonality and Quarterly Results

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What changed 10-Q

Item 1. Financial Statements