Mobile Infrastructure Corp
For the period ended Dec 31, 2024. Filed Mar 11, 2025.
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FY2024 · Filed Mar 11, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Table of Contents
| Page | ||
|---|---|---|
| SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS | ||
| PART I | ||
| ITEM 1. | BUSINESS | 6 |
| ITEM 1A. | RISK FACTORS | 10 |
| ITEM 1B | UNRESOLVED STAFF COMMENTS | 32 |
| ITEM 1C | CYBERSECURITY | 32 |
| ITEM 2. | PROPERTIES | 33 |
| ITEM 3. | LEGAL PROCEEDINGS | 34 |
| ITEM 4. | MINE SAFETY DISCLOSURES | 35 |
| PART II | ||
| ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 35 |
| ITEM 6 | [RESERVED] | 36 |
| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 36 |
| ITEM 7A | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 45 |
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 45 |
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 46 |
| ITEM 9A. | CONTROLS AND PROCEDURES | 46 |
| ITEM 9B. | OTHER INFORMATION | 47 |
| ITEM 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 47 |
| PART III | ||
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 48 |
| ITEM 11. | EXECUTIVE COMPENSATION | 48 |
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 48 |
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 48 |
| ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES | 48 |
| PART IV | ||
| ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES | 49 |
| SIGNATURES | 52 | |
Special Note Regarding Forward-Looking Statements
Certain statements included in this annual report on Form 10-K (this “Annual Report”), including, without limitation, statements contained under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in Item 7 of Part II, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements 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. 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.
The forward-looking statements included herein are based upon management’s current expectations, plans, estimates, assumptions and beliefs, which involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, the actual results and performance could differ materially from those set forth in the forward-looking statements. The inclusion of any statement in this Annual Report does not constitute an admission by the Company or any other party that the events or circumstances described in such statement are material. Factors which could have a material adverse effect on operations and future prospects include, but are not limited to:
| ● | increased fuel prices may adversely affect our operating environment; |
| ● | we have a limited operating history which makes our future performance difficult to predict; |
| ● | we have a history of losses and we may not be able to achieve or sustain profitability in the future; |
| ● | we depend on our management team and the loss of key personnel could have a material adverse effect on our ability to conduct and manage our business; |
| ● | 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 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; |
| ● | we may be unable to grow our business by acquisitions of additional parking facilities; |
| ● | our parking facilities face intense competition, which may adversely affect rental and fee income; |
| ● | we require scale to improve cash flow and earnings for investors; |
| ● | changing consumer preferences and legislation affecting our industry or related industries may lead to a decline in parking demand, which could have a material adverse impact on our business, financial condition, and results of operations; |
| ● | our investments in real estate will be subject to the risks typically associated with investing in real estate; |
| ● | uninsured losses or premiums for insurance coverage relating to real property may adversely affect our investor returns; |
| ● | we may not be able to access financing sources on attractive terms, or at all, which could adversely affect our ability to execute our business plan; |
| ● | we have debt, and may incur additional debt; if we are unable to comply with the covenants and restrictions under the Line of Credit (as defined herein), there could be an event of default under the Line of Credit, which could result in an acceleration of repayment; |
| ● | adverse judgments, settlements, or investigations resulting from legal proceedings in which we may be involved could reduce our profits, limit our ability to operate our business, or distract our officers from attending to our business; |
| ● | holders of our outstanding preferred stock have dividend, liquidation, and other rights that are senior to the rights of the holders of our common stock; and |
| ● | other risks and uncertainties discussed in this Annual Report described in Part I, Item 1A, “Risk Factors” and in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” |
New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can we assess the impact of all such risk factors on our business, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
In addition, statements of belief and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Annual Report, and while we believe such information forms a basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, involve risks and are subject to change based on various factors, including those discussed in Part I, Item 1A, “Risk Factors” and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report.
PART I
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