Mobile Infrastructure Corp

Previous wording

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. 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. Unless otherwise indicated, references in this Quarterly Report on Form 10-Q (this “Quarterly Report”) to “MIC,” “we,” “us,” “our,” and the “Company” refer to Mobile Infrastructure Corporation and its consolidated subsidiaries.

Current wording

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. Unless otherwise indicated, references in this Quarterly Report on Form 10-Q (this “Quarterly Report”) to “MIC,” “we,” “us,” “our,” and the “Company” refer to Mobile Infrastructure Corporation and its consolidated subsidiaries.

Previous wording

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. 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.

Current wording

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.

Previous wording

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. 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. We also own approximately 0.2 million square feet of retail/commercial space adjacent to our parking facilities.

Current wording

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 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.

Previous wording

The Company is a member of Mobile Infra Operating Company, LLC, a Delaware limited liability company, (the “Operating Company”) and owns substantially all of its assets and conducts substantially all of its operations through the Operating Company. The Operating Company is managed by a board of directors, one appointed by the Company and one appointed by the other members of the Operating Company. Currently, the two directors of the Operating Company are Manuel Chavez, III, our Chief Executive Officer and a director, and Stephanie Hogue, our President and a director. The Company owns approximately 90.0% of the Common Units of the Operating Company. The remaining Common Units are held by certain of our executive officers and directors (directly or indirectly) and outside investors.

Current wording

The Company is a member of Mobile Infra Operating Company, LLC, a Delaware limited liability company, (the “Operating Company”) and owns substantially all of its assets and conducts substantially all of its operations through the Operating Company. The Operating Company is managed by a board of directors, one appointed by the Company and one appointed by the other members of the Operating Company. Currently, the two directors of the Operating Company are Manuel Chavez, III, 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. The remaining Common Units are held by certain of our executive officers and directors (directly or indirectly) and outside investors.

Previous wording

Same location RevPAS represents Parking Revenue at our assets under management contracts prior to the second quarter of 2024 with the exception of two assets where we do not have sufficient historical data to calculate RevPAS. 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.

Current wording

Same location RevPAS represents Parking Revenue at our assets under management contracts prior to the second quarter of 2024 with the exception of two assets where we do not have sufficient historical data to calculate RevPAS. 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.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

The increase in property operating expense for the six months ended June 30, 2025 compared tothesix 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.

Previous wording

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.

Current wording

The $0.1 million decrease in professional fees during thesix months ended June 30, 2025 compared to thesix 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.

Previous wording

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.

Current wording

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.

Previous wording

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):

Current wording

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):

Previous wording

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

Current wording

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

Previous wording

We have approximately $216.2 million of debt outstanding, with $35.4 million due within twelve months of the date of the filing of this Quarterly Report which is comprised of $28.7 million related to the Line of Credit (as defined herein) and $6.7 million of notes payable. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.

Current wording

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.

Previous wording

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. 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.

Current wording

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.

Previous wording

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

Current wording

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

Previous wording

The following table summarizes our cash flows for the three months ended March 31, 2025 and 2024 (dollars in thousands):

Current wording

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

Previous wording

Comparison of the three months ended March 31, 2025 to the three months ended March 31, 2024:

Current wording

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

Previous wording

During the three months ended March 31, 2025, $1.5 million of cash was used in operating activities compared with $1.4 million used in operating activities during the same period in 2024, an increase of $0.1 million. The cash used in operating activities for the three months ended March 31, 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 three months ended March 31, 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.

Current wording

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.

Previous wording

During the three months ended March 31, 2025, $2.9 million of cash was provided by investing activities compared with $0.4 million used in investing activities during the same period in 2024, an increase of $3.3 million. The cash provided by investing activities for the three months ended March 31, 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 three months ended March 31, 2024 was primarily attributable to capital expenditures and payments on sale of one parking asset in February 2024 as the sale was financed with the note receivable.

Current wording

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.

Previous wording

During the three months ended March 31, 2025, $1.1 million of cash was used in financing activities compared with $1.0 million used in financing activities during the same period in 2024, an increase of $0.1 million. The cash used in financing activities for the three months ended March 31, 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 three months ended March 31, 2024 was primarily attributable to the refinancing of certain notes payable and related loan fees.

Current wording

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.