UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 30, 2022~~March 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number: 000-55760

MOBILE INFRASTRUCTURE CORPORATION

(Exact name of registrant as specified in its charter)

Maryland		47-3945882
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

30 W. 4th Street, Cincinnati, OH 45202

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, including Area Code: (513) 834-5110

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbols(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

~~Table of Contents~~

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of ~~"large~~“large accelerated filer,~~" "accelerated~~” “accelerated filer,~~" "smaller~~” “smaller reporting company,"” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

As of May 10~~August 11, 2022,~~, 2023, the registrant had 7,762,375 shares of common stock outstanding.

Table of Contents

TABLE OF CONTENTS

		Page

Part I	FINANCIAL INFORMATION

Item 1.	~~CONDENSED~~ CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	1

	~~CONDENSED~~ CONSOLIDATED BALANCE SHEETS AS OF ~~JUNE 30 2022~~MARCH 31, 2023 (UNAUDITED) AND DECEMBER 31, ~~2021~~2022	1

	~~CONDENSED~~ CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE ~~AND SIX~~ MONTHS ENDED ~~JUNE 30,~~MARCH 31, 2023 AND 2022 ~~AND 2021~~ (UNAUDITED)	2

	~~CONDENSED~~ CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE THREE ~~AND SIX~~ MONTHS ENDED ~~JUNE 30,~~MARCH 31, 2023 AND 2022 ~~AND 2021~~ (UNAUDITED)	3

	~~CONDENSED~~ CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE ~~SIX~~THREE MONTHS ENDED ~~JUNE 30,~~MARCH 31, 2023 AND 2022 ~~AND 2021~~ (UNAUDITED)	4

	NOTES TO THE ~~CONDENSED~~ CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	5

Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2316

Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3624

Item 4.	CONTROLS AND PROCEDURES	3724

Part II	OTHER INFORMATION

Item 1.	LEGAL PROCEEDINGS	3825

Item 1A.	RISK FACTORS	3825

Item 5	OTHER INFORMATION	3825

Item 6.	EXHIBITS	3925

Table of Contents

PART I

ITEM 1. FINANCIAL STATEMENTS

MOBILE INFRASTRUCTURE CORPORATION

~~CONDENSED~~ CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

									*As of March 31, 2023*			*As of December 31, 2022*
		*As of June 30, 2022 (unaudited)*			*As of December 31, 2021*				(unaudited)
*ASSETS*	*ASSETS*							*ASSETS*
Investments in real estate
Land and improvements		$	167,538,000		$	166,224,000			$	166,225		$	166,225
Buildings and improvements			271,046,000			254,379,000				272,862			272,605
Construction in progress			461,000			89,000				1,418			1,206
Intangible assets			10,025,000			9,756,000				10,129			10,106
			449,070,000			430,448,000				450,634			450,142
Accumulated depreciation and amortization			(26,844,000	)		(22,873,000	)			(33,171	)		(31,052	)
Total investments in real estate, net			422,226,000			407,575,000				417,463			419,090

Fixed Assets, net of accumulated depreciation of $112,000 and $94,000 as of June 30, 2022 and December 31, 2021 , respectively			296,000			61,000
Fixed assets, net										203			210
Assets held for sale										—			696
Cash			8,623,000			11,805,000				3,119			5,758
Cash – restricted			5,357,000			4,891,000				3,951			5,216
Prepaid expenses			544,000			676,000				631			953
Accounts receivable, net allowance of doubtful accounts of $0.1 million as of December 31, 2021. No allowance as of June 30, 2022.			2,494,000			4,031,000
Accounts receivable, net										2,536			1,849
Due from related parties										—			156
Deferred offering costs										4,005			2,086
Other assets			121,000			108,000				217			99
Total assets		$	439,661,000		$	429,147,000			$	432,125		$	436,113
*LIABILITIES AND EQUITY*	*LIABILITIES AND EQUITY*							*LIABILITIES AND EQUITY*
Liabilities
Notes payable and paycheck protection program loan, net		$	150,299,000		$	207,153,000
Line of credit, net			72,106,000			0
Notes payable, net									$	146,345		$	146,948
Revolving credit facility, net										72,929			72,731
Accounts payable and accrued expenses			18,530,000			13,849,000				16,126			16,351
Indemnification Liability			2,000,000			2,000,000
Accrued preferred distributions										9,254			8,504
Indemnification liability										2,596			2,596
Liabilities held for sale										—			968
Security deposits			185,000			166,000				166			161
Due to related parties										470			470
Deferred revenue			101,000			155,000				146			376
Total liabilities			243,221,000			223,323,000				248,032			249,105

Equity
Mobile Infrastructure Corporation Stockholders’ Equity
Preferred stock Series A, $0.0001 par value, 50,000 shares authorized, 2,862 shares issued and outstanding (stated liquidation value of $2,862,000 as of June 30, 2022 and December 31, 2021)			0			0
Preferred stock Series 1, $0.0001 par value, 97,000 shares authorized, 39,811 shares issued and outstanding (stated liquidation value of $39,811,000 as of June 30, 2022 and December 31, 2021)			0			0
Non-voting, non-participating convertible stock, $0.0001 par value, 1,000 shares authorized, no shares issued and outstanding			0			0
Common stock, $0.0001 par value, 98,999,000 shares authorized, 7,762,375 shares issued and outstanding as of June 30, 2022 and December 31, 2021			0			0
Warrants issued and outstanding – 1,702,128 warrants as of June 30, 2022 and December 31, 2021, respectively			3,319,000			3,319,000
Preferred stock Series A, $0.0001 par value, 50,000 shares authorized, 2,862 shares issued and outstanding (stated liquidation value of $2,862,000 as of March 31, 2023 and December 31, 2022)										—			—
Preferred stock Series 1, $0.0001 par value, 97,000 shares authorized, 39,811 shares issued and outstanding (stated liquidation value of $39,811,000 as of March 31, 2023 and December 31, 2022)										—			—
Non-voting, non-participating convertible stock, $0.0001 par value, 1,000 shares authorized, no shares issued and outstanding										—			—
Common stock, $0.0001 par value, 98,999,000 shares authorized, 7,762,375 shares issued and outstanding as of March 31, 2023 and December 31, 2022										—			—
Warrants issued and outstanding – 1,702,128 warrants as of March 31, 2023 and December 31, 2022, respectively										3,319			3,319
Additional paid-in capital			194,676,000			196,176,000				192,426			193,176
Accumulated deficit			(104,541,000	)		(101,049,000	)			(110,716	)		(109,168	)
Total Mobile Infrastructure Corporation Stockholders’ Equity			93,454,000			98,446,000				85,029			87,327
Non-controlling interest			102,986,000			107,378,000				99,064			99,681
Total equity			196,440,000			205,824,000				184,093			187,008
Total liabilities and equity		$	439,661,000		$	429,147,000			$	432,125		$	436,113

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

- 1 -

Table of Contents

MOBILE INFRASTRUCTURE CORPORATION

~~CONDENSED~~ CONSOLIDATED STATEMENTS OF OPERATIONS

~~(UNAUDITED)~~(In thousands, except per share amounts, unaudited)

	*For the Three Months Ended June 30,*						*For the Six Months Ended June 30,*						*For the Three Months Ended March 31,*
	*2022*			*2021*			*2022*			*2021*			*2023*			*2022*
Revenues
Base rent income	$	2,122,000		$	3,062,000		$	4,173,000		$	6,285,000
Base rental income													$	2,080		$	1,931
Management income		427,000			663,000			427,000			1,004,000			—			427
Percentage rent income		4,856,000			93,000			9,185,000			240,000
Percentage rental income														5,023			4,456
Total revenues		7,405,000			3,818,000			13,785,000			7,529,000			7,103			6,814

Operating expenses
Property taxes		1,844,000			1,173,000			3,680,000			2,302,000			1,756			1,631
Property operating expense		731,000			274,000			1,568,000			556,000			518			853
Interest expense														3,599			2,457
Depreciation and amortization														2,126			2,010
General and administrative		1,882,000			1,428,000			3,388,000			2,860,000			2,620			1,515
Professional fees, net of reimbursement of insurance proceeds		532,000			56,000			1,562,000			1,830,000			469			574
Organizational and offering costs		1,567,000			0			2,525,000			0
Depreciation and amortization		2,021,000			1,258,000			3,988,000			2,516,000
Total operating expenses		8,577,000			4,189,000			16,711,000			10,064,000
Organizational, offering and other costs														33			893
Total expenses														11,121			9,933

Other income (expense)
Interest expense		(3,168,000	)		(2,092,000	)		(5,707,000	)		(4,296,000	)
PPP loan forgiveness		328,000			348,000			328,000			348,000
Other Income		15,000			0			30,000			0
Gain on sale of real estate														660			—
Other income														15			61
Total other income (expense)		(2,825,000	)		(1,744,000	)		(5,349,000	)		(3,948,000	)		675			61

Net loss		(3,997,000	)		(2,115,000	)		(8,275,000	)		(6,483,000	)		(3,343	)		(3,058	)
Less net loss attributable to non-controlling interest		(2,311,000	)		(10,000	)		(4,783,000	)		(10,000	)
Net loss attributable to non-controlling interest														(1,795	)		(1,622	)
Net loss attributable to Mobile Infrastructure Corporation’s stockholders	$	(1,686,000	)	$	(2,105,000	)	$	(3,492,000	)	$	(6,473,000	)	$	(1,548	)	$	(1,436	)

Preferred stock distributions declared - Series A		(54,000	)		(54,000	)		(108,000	)		(108,000	)		(54	)		(54	)
Preferred stock distributions declared - Series 1		(696,000	)		(696,000	)		(1,392,000	)		(1,392,000	)		(696	)		(696	)
Net loss attributable to Mobile Infrastructure Corporation’s common stockholders	$	(2,436,000	)	$	(2,855,000	)	$	(4,992,000	)	$	(7,973,000	)	$	(2,298	)	$	(2,186	)

Basic and diluted loss per weighted average common share:
Net loss per share attributable to Mobile Infrastructure Corporation’s common stockholders - basic and diluted	$	(0.31	)	$	(0.37	)	$	(0.64	)	$	(1.03	)	$	(0.30	)	$	(0.28	)
Weighted average common shares outstanding, basic and diluted		7,762,375			7,739,952			7,762,375			7,735,888			7,762,375			7,762,375

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

- 2 -

Table of Contents

MOBILE INFRASTRUCTURE CORPORATION

~~CONDENSED~~ CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE THREE ~~AND SIX~~ months ended ~~JUNE 30,~~March 31, 2023 and 2022 ~~and 2021~~

~~(UNAUDITED)~~(In thousands, unaudited)

Preferred stock

Common stock

Number of Shares

Par Value

Number of Shares

Par Value

Warrants

Additional Paid-in Capital

Accumulated Deficit

Non-controlling interest

Total

Balance, December 31, 2021
42,673 $ 0 7,762,375 $ 0 $ 3,319,000 $ 196,176,000 $ (101,049,000 ) $ 107,378,000 $ 205,824,000
Distributions – Series A
— 0 — 0 — (54,000 ) 0 0 (54,000 )
Distributions – Series 1
— 0 — 0 — (696,000 ) 0 0 (696,000 )
Net loss
— 0 — 0 — 0 (1,806,000 ) (2,472,000 ) (4,278,000 )
Balance, March 31, 2022
42,673 $ 0 7,762,375 $ 0 $ 3,319,000 $ 195,426,000 $ (102,855,000 ) $ 104,906,000 $ 200,796,000

Equity based payments
— 0 — 0 0 0 0 391,000 391,000
Distributions – Series A
— 0 — 0 0 (54,000 ) 0 0 (54,000 )
Distributions – Series 1
— 0 — 0 0 (696,000 ) 0 0 (696,000 )
Net loss
— 0 — 0 0 0 (1,686,000 ) (2,311,000 ) (3,997,000 )
Balance, June 30, 2022
42,673 $ 0 7,762,375 $ 0 $ 3,319,000 $ 194,676,000 $ (104,541,000 ) $ 102,986,000 $ 196,440,000

	*Preferred stock*				*Common stock*
	*Number of Shares*		*Par Value*		*Number of Shares*		*Par Value*		*Warrants*		*Additional Paid-in Capital*			*Accumulated Deficit*			*Non-controlling interest*			*Total*
Balance, December 31, 2022		42,673	$	—		7,762,375	$	—	$	3,319	$	193,176		$	(109,168	)	$	99,681		$	187,008
Equity based payments		—		—		—		—		—		—			—			1,484			1,484
Distributions to non-controlling interest holders		—		—		—		—		—		—			—			(306	)		(306	)
Declared distributions – Series A ($18.75 per share)		—		—		—		—		—		(54	)		—			—			(54	)
Declared distributions – Series 1 ($17.5 per share)		—		—		—		—		—		(696	)		—			—			(696	)
Net loss		—		—		—		—		—		—			(1,548	)		(1,795	)		(3,343	)
Balance, March 31, 2023		42,673	$	—		7,762,375	$	—	$	3,319	$	192,426		$	(110,716	)	$	99,064		$	184,093

Preferred stock

Common stock

Number of Shares

Par Value

Number of Shares

Par Value

Additional Paid-in Capital

Accumulated Deficit

Non-controlling interest

Total

Balance, December 31, 2020
42,673 $ 0 7,727,696 $ 0 $ 198,769,000 $ (89,985,000 ) $ 2,034,000 $ 110,818,000
Stock Awards
0 0 12,255 0 144,000 0 — 144,000
Distributions – Series A
— 0 — 0 (54,000 ) 0 0 (54,000 )
Distributions – Series 1
— 0 — 0 (696,000 ) 0 0 (696,000 )
Net loss
— 0 — 0 0 (4,368,000 ) 0 (4,368,000 )
Balance, March 31, 2021
42,673 $ 0 7,739,951 $ 0 $ 198,163,000 $ (94,353,000 ) $ 2,034,000 $ 105,844,000

Distributions – Series A
— 0 — 0 (54,000 ) 0 0 (54,000 )
Distributions – Series 1
— 0 — 0 (696,000 ) 0 0 (696,000 )
Net loss
— 0 — 0 0 (2,105,000 ) (10,000 ) (2,115,000 )
Balance, June 30, 2021
42,673 $ 0 7,739,951 $ 0 $ 197,413,000 $ (96,458,000 ) $ 2,024,000 $ 102,979,000

	*Preferred stock*				*Common stock*
	*Number of Shares*		*Par Value*		*Number of Shares*		*Par Value*		*Warrants*		*Additional Paid-in Capital*			*Accumulated Deficit*			*Non-controlling interest*			*Total*
Balance, December 31, 2021		42,673	$	—		7,762,375	$	—	$	3,319	$	196,176		$	(101,049	)	$	107,378		$	205,824
Declared distributions – Series A ($18.75 per share)		—		—		—		—		—		(54	)		—			—			(54	)
Declared distributions – Series 1 ($17.5 per share)		—		—		—		—		—		(696	)		—			—			(696	)
Net loss		—		—		—		—		—		—			(1,929	)		(1,622	)		(3,551	)
Balance, March 31, 2022		42,673	$	—		7,762,375	$	—	$	3,319	$	195,426		$	(102,978	)	$	105,756		$	201,523

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

- 3 -

Table of Contents

MOBILE INFRASTRUCTURE CORPORATION

~~CONDENSED~~ CONSOLIDATED STATEMENTS OF CASH FLOWS

~~(UNAUDITED)~~(In thousands, unaudited)

	*For the Six Months Ended June 30,*						*For the Three Months Ended March 31,*
	*2022*			*2021*			*2023*			*2022*
Cash flows from operating activities:
Net Loss	$	(8,275,000	)	$	(6,483,000	)	$	(3,343	)	$	(3,058	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation and amortization expense		3,988,000			2,516,000			2,126			2,010
Amortization of loan costs		686,000			149,000			390			100
PPP Forgiveness		(328,000	)		(348,000	)
Amortization of right of use lease asset		0			57,000
Equity based payments		391,000			0
Gain on sale of real estate								(660	)		—
Equity based payment								1,397			—
Changes in operating assets and liabilities
Due to/from related parties		0			18,000			156			(136	)
Construction in progress		0			(134,000	)
Accounts payable		3,181,000			758,000			(503	)		(413	)
Right of use lease liability		0			(57,000	)
Deposits								—			(340	)
Security deposits		19,000			16,000			5			(46	)
Other assets		(13,000	)		99,000			(118	)		105
Deferred offering costs								(1,919	)		—
Deferred revenue		(54,000	)		(41,000	)		(230	)		(91	)
Accounts receivable		1,537,000			111,000			(686	)		820
Prepaid expenses		132,000			1,259,000			322			19
Net cash provided by (used in) operating activities		1,264,000			(2,080,000	)
Net cash (used in) operating activities								(3,063	)		(1,030	)
Cash flows from investing activities:
Building improvements		(1,271,000	)		0
Capital expenditures								(224	)		(80	)
Capitalized technology		(90,000	)		0			(23	)		(52	)
Purchase of investment in real estate		(17,513,000	)		0
Net cash used in investing activities		(18,874,000	)		0
Cash flows from financing activities
Proceeds from line of credit		73,700,000			0
Proceeds from notes payable		0			2,473,000
Proceeds from sale of investment in real estate								1,475			—
Net cash provided by (used in) investing activities								1,228			(132	)
Cash flows from financing activities:
Payments on notes payable		(56,760,000	)		(1,348,000	)		(1,763	)		(821	)
Distributions to non-controlling interest holders								(306	)		—
Loan fees		(2,046,000	)		(21,000	)		—			(467	)
Net cash provided by financing activities		14,894,000			1,104,000
Net cash (used in) financing activities								(2,069	)		(1,288	)
Net change in cash and cash equivalents and restricted cash		(2,716,000	)		(976,000	)		(3,904	)		(2,450	)

Cash and cash equivalents and restricted cash, beginning of period		16,696,000			7,895,000			10,974			16,696
Cash and cash equivalents and restricted cash, end of period	$	13,980,000		$	6,919,000		$	7,070		$	14,246

Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents at beginning of period	$	11,805,000		$	4,235,000		$	5,758		$	11,805
Restricted cash at beginning of period		4,891,000			3,660,000			5,216			4,891
Cash and cash equivalents and restricted cash at beginning of period	$	16,696,000		$	7,895,000		$	10,974		$	16,696

Cash and cash equivalents at end of period	$	8,623,000		$	2,834,000		$	3,119		$	8,870
Restricted cash at end of period		5,357,000			4,085,000			3,951			5,376
Cash and cash equivalents and restricted cash at end of period	$	13,980,000		$	6,919,000		$	7,070		$	14,246

Supplemental disclosures of cash flow information:
Interest Paid	$	5,021,000		$	4,171,000		$	2,774		$	2,439
Non-cash investing and financing activities:
Dividends declared not yet paid	$	1,500,000		$	1,500,000		$	750		$	750
Accrued capital expenditures							$	309		$	—

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

- 4 -

Table of Contents

MOBILE INFRASTRUCTURE CORPORATION

NOTES TO THE ~~CONDENSED~~ CONSOLIDATED FINANCIAL STATEMENTS

~~June 30, 2022~~March 31, 2023

(UNAUDITED)

Note A — Organization and Business Operations

Mobile Infrastructure Corporation ~~(formerly known as The Parking REIT, Inc.)~~ (the “Company,” “we,” “us” or “our”), is a Maryland corporation formed on May 4, 2015. The Company focuses on acquiring, owning and leasing parking facilities and related infrastructure, including parking lots, parking garages and other parking structures throughout the United States. The Company targets both parking garage and surface lot properties ~~primaril~~yprimarily in top 50 ~~U.S~~.U.S. Metropolitan Statistical Areas (“MSAs”), with proximity to key demand drivers, such as ~~airports, transportation hubs, educational facilities,~~commerce, events and venues, government ~~buildings~~ and ~~courthouses, sports~~institutions, hospitality and ~~entertainment venues, hospital and health centers, hotels, office complexes and residences.~~multifamily central business districts.

As of ~~June 30, 2022~~March 31, 2023, the Company owned 4543 parking facilities in 2321 separate markets throughout the United States, with a total of ~~15,818~~15,676 parking spaces and approximately ~~5.5~~5.4 million square feet. The Company also owns approximately 0.2 million square feet of retail/commercial space adjacent to its parking facilities.

The Company is the sole general partner of Mobile Infra Operating Partnership, L.P., ~~formerly known as MVP REIT II Operating Partnership, LP,~~ a Maryland limited partnership (the “Operating Partnership”). The Company owns substantially all of its assets and conducts substantially all of its operations through the Operating Partnership, is the sole general partner of the Operating Partnership and owns ~~approximately~~approximately 45.8% of the common units of the Operating Partnership (the “OP Units”). Color Up, LLC, a Delaware limited liability company (“Color Up” ~~or “Purchaser”~~) and HSCP Strategic III, LP, a Delaware limited partnership (“HS3”), are limited partners of the Operating Partnership and own approximately 44.2% and 10%, respectively, of the outstanding OP Units. Color Up is our largest stockholder and is controlled by the Company’s Chief Executive Officer and a director, Manuel Chavez, the Company’s President, ~~Interim~~ Chief Financial Officer ~~Treasurer, Secretary~~ and a director, Stephanie Hogue, and a director of the Company, Jeffrey Osher. HS3 is controlled by Mr. Osher.

The Company previously elected to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes and operated in a manner that allowed the Company to qualify as a REIT through December 31, 2019. As a consequence of lease modifications entered into during the COVID-19 pandemic, the Company earned income from a number of tenants that did not constitute qualifying REIT income for purposes of the annual REIT gross income tests, and, as a result, the Company was not in compliance with the annual REIT income tests for its taxable year ended December 31, 2020. Accordingly, the Company did not qualify for taxation as a REIT in 2020 and ~~has been~~continues to be taxed as a C ~~corporation beginning with its~~ ~~2020~~ ~~taxable year.~~corporation. As a C corporation, the Company is not required to distribute any amounts to its stockholders.

~~Recapitalization~~Merger with Fifth Wall Acquisition Corp. III

On ~~January 8, 2021,~~December 13, 2022, the Company and Fifth Wall Acquisition Corp. III (“FWAC”), a special purpose acquisition company sponsored by Fifth Wall Acquisition Sponsor III LLC ("Fifth Wall"), entered into ~~an equity purchase~~a definitive merger agreement, which was subsequently amended by the First Amendment to Agreement and ~~contribution agreement~~Plan of Merger dated March 23, 2023 (the “Merger Agreement”). Upon closing of the merger (the ~~“Purchase Agreement”~~“Merger”) by, FWAC will be the surviving entity and among the Company, the Operating Partnership, Vestin Realty Mortgage I, Inc., (“VRMI”) Vestin Realty Mortgage II, Inc. (“VRMII”) and Michael V. Shustek (“Mr. Shustek” and together with VRMI and VRMII, the “Former Advisor”) and Color Up (the “Purchaser”)will be renamed “Mobile Infrastructure Corporation”. The ~~transactions contemplated by~~combined company following the ~~Purchase Agreement are referred~~Merger (“New MIC”) expects to ~~herein collectively~~be publicly traded on the New York Stock Exchange under the ticker “BEEP.” Following the steps of the Merger as provided in the ~~“Transaction.”~~Merger Agreement:

●

each then issued and outstanding Class A Share of FWAC will convert, on a one-for-one basis, into one share of New MIC common stock;

●

each then issued and outstanding share of the Company’s common stock will convert, on a one-to-1.5 basis, into one share of New MIC common stock;

●

each share of the Company’s Series 1 and Series A preferred stock issued and outstanding will be converted into the right to receive one share of Series 1 and Series A preferred stock of New MIC; and

●

each of the Company’s common stock warrants will become a warrant to purchase that number of shares of New MIC common stock equal to the product of (a) the number of shares of common stock that would have been issuable upon the exercise of such common stock warrant and (b) 1.5.

On ~~August 25, 2021,~~

Additionally, in connection with the execution of the Merger Agreement, FWAC entered into subscription agreements with an initial PIPE investor (the “Initial PIPE Investor”), pursuant to which the Initial PIPE Investor agreed to purchase from New MIC, prior to or substantially concurrently with the closing of the ~~Transaction occurred~~Merger, $10 million of common stock, par value $0.0001 per share, of New MIC (the ~~“Closing”~~“New MIC Common Stock”) at $10.00 per 1.2 shares. The Initial PIPE Investor is controlled by Jeffrey Osher, a member of the Company’s Board of Directors and a control person of HS3.

The Merger Agreement also contemplates other PIPE investments through the entry into one or more additional subscription agreements with one or more investors to purchase Class A Shares of FWAC, New MIC Common Stock, New MIC preferred stock or convertible notes of New MIC.

Pursuant to the Merger, the Operating Partnership will convert from a Maryland limited partnership to a Delaware limited liability company (the “Operating Company”). As a ~~result of~~limited liability company, the ~~Transaction,~~Operating Company will continue to be treated as a partnership and a disregarded entity for tax and accounting purposes. Following the conversion, the Company ~~acquired~~ ~~three~~ multi-level parking garages consisting of approximately 765 and 1,625 parking spaces located in Cincinnati Ohio and approximately 1,154 parking spaces located in Chicago, Illinois totaling approximately 1,201,000 square feet. In addition to the parking garages contributed, proprietary technology was contributed to the Company, which will ~~provide management real-time information on the performance of assets. Pursuant to the Closing, the Operating Partnership issued 7,495,090 newly issued common units~~be a member of the Operating ~~Partnership (the “OP Units”) at $11.75 per unit for total consideration~~Company and the Operating Company will be managed by a board consisting of ~~$84.1 million, net~~board members, one appointed by the Company and one appointed by the other members of ~~transaction costs. The consideration received consisted of $35.0 million of cash,~~the Operating Company.

During the three ~~parking assets with a fair value~~months ended March 31, 2023 and the year ended December 31, 2022, the Company incurred costs of approximately $98.9 million (“Contributed Interests”) and technology with a fair value of $4.0 million. The Company also assumed long-term debt with a fair value of approximately $44.5 million. In addition, the Company issued warrants to Color Up to purchase up to 1,702,128 shares of Common Stock at an exercise price of $11.75 for an aggregate cash purchase price of up to $20 million. The fair value of the warrants recorded as of the Closing was approximately $3.3 million. Transaction expenses ~~not~~ ~~directly related to the acquisition of the Contributed Interests or issuance of OP Units of approximately $12.2~~$1.9 million and $2.1 million, respectively, associated with the ~~settlement of the~~Merger. These costs are being accounted for as deferred ~~management internalization liability of $10.0 million were recorded~~offering costs in ~~transaction expenses~~accordance with FASB ASC Topic 340,Other Assets and ~~settlement of~~Deferred Costs and are reflected within deferred ~~management internalization, respectively, in the Statement of Operations.~~offering costs on our Consolidated Balance Sheets.

- 5 -

Table of Contents

~~Management assessed the potential accounting treatment for the Transaction by applying Accounting Standards Codification ("ASC")~~ ~~805~~ ~~and determined the Transaction did~~ ~~not~~ ~~result in a change of control. As a result, the~~ ~~three~~ real estate assets and the technology platform acquired, described above, were accounted for by the Company as asset acquisitions in the financial statements, resulting in the recognition of assets and liabilities, at acquired cost and reflect the capitalization of any transaction costs directly attributable to the asset acquisitions.

~~The following schedule sets forth how the consideration exchanged in the Transaction was allocated among the various assets acquired and liabilities acquired or settled.~~

Assets acquired and liabilities assumed

Investment in real estate
$ 98,919,000
Intangibles - technology
4,000,000
Cash
35,000,000
Long-term debt
(44,533,000 )
Indemnification liability
(2,000,000 )
Total assets acquired and liabilities assumed
$ 91,386,000
OP Units (1)
88,067,000
Warrants
3,319,000
Total consideration
$ 91,386,000

(1~~) Represents the value of the 7,495,090 OP Units issued at $11.75 per unit, excluding associated transaction costs of approximately $4.0 million.~~

~~Pending Merger~~

On ~~May 27, 2022,~~ the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") by and between the Company and Mobile Infrastructure Trust, a Maryland real estate investment trust ("MIT"), which is 100% owned by Bombe Asset Management LLC ("Bombe"), an Ohio limited liability company owned by Mr. Chavez and Ms. Hogue. Pursuant to the terms of the Merger Agreement, the Company will merge with and into MIT, with MIT continuing as the surviving entity resulting from the merger. The merger and the transactions contemplated by the Merger Agreement are referred to herein collectively as the "Merger."

Prior to the Merger, MIT expects to undertake an initial public offering (the "MIT IPO") of its common shares of beneficial interest, $0.0001 par value per share (“MIT Common Shares”), which is expected to close at least ~~one~~ business day prior to the effective time of the Merger. The closing of the MIT IPO is a condition to the closing of the Merger. The size and price range for the MIT IPO have yet to be determined. The MIT IPO is subject to the completion of the review process of the U.S. Securities and Exchange Commission and to market and other conditions; therefore, the expected date of completion of the MIT IPO and the closing date of the Merger have ~~not~~ ~~yet been determined.~~

The Merger is expected to be accounted for as a reverse recapitalization of the Company contemporaneous with the initial public offering of the MIT Common Shares. Under this method of accounting, MIT will be treated as the “acquiree” and the Company is treated as the acquirer for financial statement reporting purposes under principles generally accepted in the United States ("GAAP"). Accordingly, for accounting purposes, the Merger will be treated as the equivalent of the Company issuing stock for the net assets of MIT, accompanied by a recapitalization with a contemporaneous initial public offering of the MIT Common Shares. The net assets of the Company will be stated at historical cost, with no ~~incremental goodwill or other intangible assets recorded.~~

- 6 -

~~Table of Contents~~

Note B — Summary of Significant Accounting Policies

Basis of Accounting

The ~~accompanying condensed~~ consolidated financial statements of the Company are prepared on the accrual basis of accounting and in accordance with ~~GAAP~~principles generally accepted in the United States of America (“GAAP”) for interim financial information as contained in the ~~Financial Accounting Standards Board (“FASB”)~~FASB ASC, and in conjunction with rules and regulations of the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the ~~condensed~~ consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. ~~The unaudited condensed consolidated financial statements include accounts and related adjustments, which are, in~~In the opinion of management, ~~of a~~all normal recurring ~~nature and~~adjustments considered necessary ~~for~~to give a fair presentation of ~~the Company’s financial position,~~operating results ~~of operations and cash flows~~ for the ~~interim period.~~periods presented have been included. Certain prior period amounts have been reclassified to conform to the current period presentation. Operating results for the three ~~and~~ ~~six~~months ended ~~June 30, 2022~~March 31, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2022.~~2023. There were no significant changes to our significant accounting policies during the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023~~, except for those disclosed below.~~. For a full summary of our accounting policies, refer to our ~~2021~~2022 Annual Report on Form 10-K as originally filed with the SEC on March ~~30, 2022.~~22, 2023.

Going Concern

The accompanying consolidated financial statements are prepared in accordance with GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company has incurred net losses since its inception and anticipates net losses for the near future. As of March 31,2023, the Company was not in compliance with all applicable covenants in agreements governing its debt, resulting in events of default. Additionally, based on the Company’s expected financial performance for the twelve-month period subsequent to the filing of the March 31, 2023 Form 10-Q, the Company expects that it will not be in compliance with a financial covenant under the Revolving Credit Facility, which would result in an event of default. Such event allows the lender to accelerate the maturity of the debt under the Revolving Credit Facility which carries a balance of $73.7 million as of March 31,2023. Further, our independent auditor included an explanatory paragraph regarding our ability to continue as a “going concern” in its report on our financial statements for the year ended December 31, 2022 (as included in our Form 10-K), which constitutes an event of default under our Revolving Credit Facility. The Revolving Credit Facility also requires the Company to initiate an equity raise in order to achieve a fixed charge coverage ratio (“FCCR”) of 1.4 to 1.0 as of March, 31, 2023. The Company does not currently have sufficient cash on hand, liquidity or projected future cash flows to repay these outstanding amounts upon an event of default. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.

In response to these conditions, management’s plans include the following:

Capitalizing on recent business development initiatives that we anticipate will improve total revenues through increased utilization of our parking assets and in many cases at higher average ticket rates.

Management is budgeting reduced overhead costs in 2023 through the reduction or elimination of certain controllable expenses.

We are pursuing further amendments and/or extensions with respect to the Revolving Credit Facility, including waivers of noncompliance with covenants.

We have initiated equity raise or liquidity events, including the proposed merger with Fifth Wall Acquisition Corporation III.

However, there can be no assurance that we will be successful in completing any of these options. As a result, management’s plans cannot be considered probable and thus does not alleviate substantial doubt about our ability to continue as a going concern.

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts of liabilities that might result from the outcome of this uncertainty.

Consolidation

The ~~condensed~~ consolidated financial statements include the accounts of the Company, the Operating Partnership, each of their wholly owned subsidiaries, and all other entities in which the Company has a controlling financial interest. For entities that meet the definition of a variable interest entity (“VIE”), the Company consolidates those entities when the Company is the primary beneficiary of the entity. The Company is determined to be the primary beneficiary when it possesses both the ~~unilateral~~ power to direct activities that most significantly impact the economic performance of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company continually evaluates whether it qualifies as the primary beneficiary and reconsiders its determination of whether an entity is a VIE upon reconsideration events. All intercompany activity is eliminated in consolidation.

- 6 -

Table of Contents

~~Equity investments in which~~Noncontrolling interests on our Consolidated Balance Sheets represent the ~~Company exercises significant influence but does~~portion of equity that we do not ~~control and is~~ ~~not~~own in the ~~primary beneficiary are accounted for using the equity method. The Company's~~entities we consolidate. Net income or loss attributable to non-controlling interest in our Consolidated Statements of Operations represents our partners’ share of ~~its equity method investees' earnings~~net income or ~~losses~~loss that is ~~included in other income in the accompanying condensed consolidated statements of operations.~~generally allocated on a pro-rata basis based on ownership percentage.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding asset impairment and purchase price allocations to record investments in real estate, as applicable.

Concentration

The Company had 14fifteen and 13fourteen parking ~~tenants/operators~~tenant-operators during the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 and ~~2021~~2022, respectively. One tenant/operator, SP + Corporation (Nasdaq: SP) (“SP+”), represented ~~59.4%~~60.9% and 56.1~~63.3%~~% of the Company’s revenue, excluding ~~retail~~commercial revenue, for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 and ~~2021~~2022, respectively. Premier Parking Service, LLC represented ~~13.3%~~12.5% and 15.0% of the Company’s revenue, excluding ~~retail~~commercial revenue, for ~~each of~~ the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 and ~~2021~~2022., respectively.

In addition, the Company had ~~concentrations~~concentrations in Cincinnati ~~(19.1% and 8.1%~~(19.2%), Detroit ~~(12.7% and 19.0%~~(12.5%), Chicago ~~(8.8% and 0.0%~~(8.7%), and Houston (7.8% ~~and 11.7%~~) based on gross book value of ~~the~~ real estate ~~the Company owned,~~ as of ~~June 30, 2022~~March 31, 2023 and ~~2021,~~December 31, 2022. ~~respectively.~~

~~For the~~As of ~~six~~March 31, 2023 ~~months ended~~and ~~June 30,~~December 31, 2022,~~61.7% of~~ 49.8% and 59.2% of the Company’s outstanding accounts receivable balance, respectively, was with SP+. ~~For the~~ ~~six~~ ~~months ended~~ ~~June 30, 2021,~~ ~~25.4%, 23.6% and 13.0% of the Company’s outstanding accounts receivable balance was with SP+, Premier Parking Service, LLC and ABM Parking Services Inc., respectively.~~

Acquisitions

All assets acquired and liabilities assumed in an acquisition of real estate accounted for as a business combination are measured at their acquisition date fair values. For acquisitions of real estate accounted for as an asset acquisition, the fair value of consideration transferred by the Company (including transaction costs) is allocated to all assets acquired and liabilities assumed on a relative fair value basis.

In making estimates of fair values for purposes of allocating purchase price, the Company will utilize several sources, including independent 7third -

~~Table~~-party valuations that may be obtained in connection with the acquisition or financing of ~~Contents~~

the respective property and other market data. The Company will also consider information obtained about each property as a result of the Company’s pre-acquisition due diligence, as well as subsequent marketing and leasing activities, in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed.

The Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets acquired based on their relative fair values. Tangible assets include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other methods. Amounts allocated to land, land improvements, buildings and fixtures are based on valuations performed by independent third parties or on the ~~Company's~~Company’s analysis of comparable properties in the ~~Company's~~Company’s portfolio. Identifiable intangible assets include amounts allocated to acquire leases for above- and below-market lease rates, the value of in-place leases, and the value of customer relationships, as applicable. The aggregate value of intangible assets related to in-place leases is primarily the difference between the property valued with existing in-place leases adjusted to market rental rates and the property valued as if vacant. Factors considered by the Company in its analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, considering current market conditions and costs to execute similar leases. In estimating carrying costs, the Company will include real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up period. Estimates of costs to execute similar leases including leasing commissions, legal and other related expenses are also utilized.

~~Above-market and below-market in-place lease values for owned properties are recorded based on the present~~The value ~~(using an interest rate which reflects the risks associated with the leases acquired)~~ of the difference between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease. The capitalized above-market and below-market lease intangibles ~~are~~is amortized ~~as a decrease or increase, respectively,~~ to ~~rental income~~depreciation and amortization expense in our Consolidated Statements of Operations over the remaining term of the ~~lease.~~

In determining the amortization period for lease intangibles, the Company initially will consider the likelihood that a lessee will execute the renewal option. The likelihood that a lessee will execute the renewal option is determined by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located.

~~The value of in-place leases is amortized to expense over the initial term of the~~ respective ~~leases. The value of intangibles is amortized to expense over the initial term and any renewal periods in the respective leases, but in~~ no ~~event does the amortization period for intangible assets exceed the remaining depreciable life of the building.~~lease. If a tenant terminates its lease with us, the unamortized portion of any lease intangible is recognized over the ~~in-place~~shortened lease ~~intangibles is charged to expense.~~term.

~~In making estimates of fair values for purposes of allocating purchase price, the Company will utilize several sources, including independent appraisals that~~ ~~may~~ be obtained in connection with the acquisition or financing of the respective property and other market data. The Company will also consider information obtained about each property as a result of the Company's pre-acquisition due diligence, as well as subsequent marketing and leasing activities, in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed.

Impairment of Long-Lived Assets and Indefinite-Lived Intangible Assets

We periodically evaluate our long-lived assets, primarily investments in real estate, for indicators of impairment. When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the assets for potential impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If impairment exists, due to the inability to recover the carrying value of a property ~~the property is written down to fair value and~~through future undiscounted cash flows, we recognize an impairment loss ~~is recorded~~ to the extent that the carrying value exceeds the estimated fair value of the property.

- 7 -

Table of Contents

When we determine that a property ~~for properties to~~should be ~~held and used. For properties~~classified as held for sale, ~~the~~we recognize an impairment loss isto the ~~adjustment to~~extent the property's carrying value exceeds its fair value less estimated cost to dispose of the asset. ~~These assessments have~~

At least annually, we review indefinite-lived intangible assets for indicators of impairment. We first evaluate qualitative factors to determine if it is more likely than not that the carrying value of an indefinite-lived intangible asset exceeds its estimated fair value. Such qualitative factors include the impact of macroeconomic conditions, changes in the industry or market, cost factors, and financial performance. If we then conclude that impairment exists, we will recognize a ~~direct impact on net income because recording an impairment loss results~~charge to earnings representing the difference between the carrying amount and the estimated fair value of the indefinite-lived intangible asset.

Immaterial Correction

During the year ended December 31, 2022, the Company identified certain errors impacting our first quarter filing of 2022. A summary of such errors is outlined in ~~an immediate negative adjustment~~the table below and includes errors related to ~~net income.~~the cut-off and classification of accruals, cash, prepaids and expenses, accounting and record keeping for tenant billings and deposits, accounting related to interest expense, elimination of intercompany receivables and payables, and corrections related to the calculation of noncontrolling interest.

	*As of March 31, 2022*
	*As reported*	*Adjustments*	*As Corrected*
	(in thousands)
Consolidated Balance Sheet:
Buildings and improvements	$ 254,482	$ (156)	$ 254,326
Fixed assets, net	56	(43)	13
Cash	9,418	(548)	8,870
Cash – restricted	5,043	333	5,376
Prepaid expenses	462	194	656
Accounts receivable	3,312	(197)	3,115
Due from related parties	-	156	156
Other assets	103	(47)	56
Accounts payable and accrued liabilities	15,589	(954)	14,635
Security Deposit	166	(46)	120
Deferred revenue	99	(35)	64
Accumulated deficit	(102,855)	370	(102,485)
Non-controlling interest	104,906	850	105,756

	*Three Months Ended March 31, 2022*
	*As reported*	*Adjustments*	*As Corrected*
	(in thousands, except per share data)
Consolidated Statement of Operations:
Base rent income	$ 2,051	$ (120)	$ 1,931
Management agreement	-	427	427
Percentage rent	4,329	127	4,456
Property taxes	1,836	(205)	1,631
Property operating expense	837	16	853
General and administrative	1,506	9	1,515
Professional fees	1,988	(520)	1,468
Depreciation and amortization	1,967	43	2,010
Interest expense	(2,539)	83	(2,457)
Other income	15	46	61
Net loss	(4,278)	1,220	(3,058)
Net income attributable to non-controlling interest	(2,472)	850	(1,622)
Net loss attributable to Mobile Infrastructure Corporation’s common stockholders	(2,556)	370	(2,186)
Net loss per share attributable to Mobile Infrastructure Corporation’s common stockholders - basic and diluted	$ (0.33)	$ 0.05	$ (0.28)

- 8 -

Table of Contents

~~Immaterial Correction~~

The Company determined that the reimbursable property tax related to certain of its properties should have been recorded on a gross basis in the Statement of Operations. An adjustment has been made to the Consolidated Statements of Operations for the ~~three~~ ~~and~~ ~~six~~ ~~months ended~~ ~~June 30, 2021.~~ ~~Property taxes and rental revenue were both increased by $255,000 and $510,000 for the~~ ~~three~~ ~~and~~ ~~six~~ ~~months ended~~ ~~June 30, 2021,~~ ~~respectively, to properly report property tax expense and tenant reimbursement of property tax expense on a gross basis in accordance with ASC~~ ~~842.~~ ~~This correction had~~ no ~~effect on the reported results of operations.~~

Reportable Segments

Our principal business is the ownership and operation of parking facilities. We do not distinguish our principal business, or group our operations, by geography or size for purposes of measuring performance. Accordingly, we have presented our results as a single reportable segment.

~~Stock-based~~Equity Compensation

~~Stock-based~~Equity compensation ~~for equity awards~~ is based on the grant date fair value of the equity awards and is recognized as general and administrative expense in our Consolidated Statement of Operations over the requisite service or performance period. Forfeitures are recognized as incurred. Certain equity awards are subject to vesting based upon the satisfaction of various service, market, or performance conditions.

Note C – Acquisitions and Dispositions of Investments in Real Estate

2023

On February 28, 2023, the Company sold a parking lot located in Wildwood, New Jersey for $1.5 million, resulting in a gain on sale of real estate of approximately $0.7 million. The Company received net proceeds of approximately $0.3 million after the repayment of the outstanding mortgage loan, interest and transaction costs.

2022

In June 2022, the Company acquired a 555 space garage located in Oklahoma City, Oklahoma for $17.5 million.

Note D - Intangible Assets

A schedule of the Company’s intangible assets and related accumulated amortization as of March 31, 2023 and December 31, 2022 is as follows (dollars in thousands):

	*As of March 31, 2023*				*As of December 31, 2022*
	Gross carrying amount		Accumulated amortization		Gross carrying amount		Accumulated amortization
In-place lease value	$	2,564	$	1,702	$	2,564	$	1,621
Lease commissions		165		113		165		106
Indefinite lived contract		3,160		—		3,160		—
Acquired technology		4,240		672		4,217		561
Total intangible assets	$	10,129	$	2,487	$	10,106	$	2,288

Amortization of the in-place lease value, lease commissions and acquired technology are included in depreciation and amortization in the accompanying Consolidated Statements of Operations. Amortization expense associated with intangible assets totaled approximately $0.2 million for both the threemonths ended March 31, 2023 and 2022.

A schedule of future amortization of acquired intangible assets for the three months ended March 31, 2023 and thereafter is as follows (dollars in thousands):

	*In-place lease value*		*Lease commissions*		*Acquired technology*
2023 (Remainder)	$	241	$	19	$	342
2024		303		20		448
2025		189		9		448
2026		102		3		447
2027		27		1		419
Thereafter		-		-		1,464
	$	862	$	52	$	3,568

- 9 -

Table of Contents

Note E — Notes Payable

As of March 31, 2023, the principal balances on notes payable are as follows (dollars in thousands):

Loan	*Original Debt Amount*		*Monthly Payment*		*Balance as of 3/31/23*			*Lender*		*Interest Rate*			*Loan Maturity*
MVP Clarksburg Lot	$	476	I/O		$	379		Vestin Realty Mortgage II			7.50	%	8/25/2023
MVP Milwaukee Old World	$	771	I/O		$	1,871		Vestin Realty Mortgage II			7.50	%	8/25/2023
MVP Milwaukee Clybourn	$	191	I/O		$	191		Vestin Realty Mortgage II			7.50	%	8/25/2023
MVP Cincinnati Race Street, LLC	$	2,550	I/O		$	3,450		Vestin Realty Mortgage II			7.50	%	8/25/2023
Minneapolis Venture	$	2,000	I/O		$	4,000		Vestin Realty Mortgage II			7.50	%	8/25/2023
MVP Memphis Poplar (3)	$	1,800	I/O		$	1,800		LoanCore			5.38	%	3/6/2024
MVP St. Louis (3)	$	3,700	I/O		$	3,700		LoanCore			5.38	%	3/6/2024
Mabley Place Garage, LLC	$	9,000	$	44	$	7,583		Barclays			4.25	%	12/6/2024
322 Streeter Holdco LLC	$	25,900	$	130	$	25,184		American National Insurance Co.			3.50	%	3/1/2025
MVP Houston Saks Garage, LLC	$	3,650	$	20	$	2,935		Barclays Bank PLC			4.25	%	8/6/2025
Minneapolis City Parking, LLC	$	5,250	$	29	$	4,341		American National Insurance, of NY			4.50	%	5/1/2026
MVP Bridgeport Fairfield Garage, LLC	$	4,400	$	23	$	3,631		FBL Financial Group, Inc.			4.00	%	8/1/2026
West 9th Properties II, LLC	$	5,300	$	30	$	4,459		American National Insurance Co.			4.50	%	11/1/2026
MVP Fort Worth Taylor, LLC	$	13,150	$	73	$	11,095		American National Insurance, of NY			4.50	%	12/1/2026
MVP Detroit Center Garage, LLC	$	31,500	$	194	$	27,424		Bank of America			5.52	%	2/1/2027
MVP St. Louis Washington, LLC (1)	$	1,380	$	8	$	1,266		KeyBank	*		4.90	%	5/1/2027
St. Paul Holiday Garage, LLC (1)	$	4,132	$	24	$	3,789		KeyBank	*		4.90	%	5/1/2027
Cleveland Lincoln Garage, LLC (1)	$	3,999	$	23	$	3,666		KeyBank	*		4.90	%	5/1/2027
MVP Denver Sherman, LLC (1)	$	286	$	2	$	262		KeyBank	*		4.90	%	5/1/2027
MVP Milwaukee Arena Lot, LLC (1)	$	2,142	$	12	$	1,964		KeyBank	*		4.90	%	5/1/2027
MVP Denver 1935 Sherman, LLC (1)	$	762	$	4	$	698		KeyBank	*		4.90	%	5/1/2027
MVP Louisville Broadway Station, LLC (2)	$	1,682	I/O		$	1,682		Cantor Commercial Real Estate	**		5.03	%	5/6/2027
MVP Whitefront Garage, LLC (2)	$	6,454	I/O		$	6,454		Cantor Commercial Real Estate	**		5.03	%	5/6/2027
MVP Houston Preston Lot, LLC (2)	$	1,627	I/O		$	1,627		Cantor Commercial Real Estate	**		5.03	%	5/6/2027
MVP Houston San Jacinto Lot, LLC (2)	$	1,820	I/O		$	1,820		Cantor Commercial Real Estate	**		5.03	%	5/6/2027
St. Louis Broadway, LLC (2)	$	1,671	I/O		$	1,671		Cantor Commercial Real Estate	**		5.03	%	5/6/2027
St. Louis Seventh & Cerre, LLC (2)	$	2,057	I/O		$	2,057		Cantor Commercial Real Estate	**		5.03	%	5/6/2027
MVP Indianapolis Meridian Lot, LLC (2)	$	938	I/O		$	938		Cantor Commercial Real Estate	**		5.03	%	5/6/2027
St Louis Cardinal Lot DST, LLC	$	6,000	I/O		$	6,000		Cantor Commercial Real Estate	**		5.25	%	5/31/2027
MVP Preferred Parking, LLC	$	11,330	$	66	$	11,199		Key Bank	**		5.02	%	8/1/2027
Less unamortized loan issuance costs					$	(791	)
					$	146,345

(1)	The Company issued a promissory note to KeyBank for $12.7 million secured by the pool of properties.

(2)	The Company issued a promissory note to Cantor Commercial Real Estate Lending, L.P. (“CCRE”) for $16.25 million secured by the pool of properties.
(3)	The loan is secured by a Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing on each of the properties owned by MVP St. Louis 2013 and MVP Memphis Poplar.

* 2 Year Interest Only

** 10 Year Interest Only

I/O - Interest Only

Reserve funds are generally 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 March 31, 2023, borrowers for three of the Company’s loans totaling $55.3 million, failed to meet certain loan covenants. As a result, we are subject to additional cash management procedures, which resulted in approximately$0.6 million of restricted cash at March 31, 2023. 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. During the three months ended March 31, 2023, two loans exited cash management as the properties have maintained consecutive quarters of the minimum debt service coverage ratio.

As of March 31, 2023, future principal payments on notes payable are as follows (dollars in thousands):

2023 (remainder)	$	12,262
2024		16,012
2025		29,091
2026		22,708
2027		67,063
Thereafter		—
Total	$	147,136

- 10 -

Table of Contents

Note F - Revolving Credit Facility

On March 29, 2022, the Company entered into a Credit Agreement (the “Credit Agreement”) with KeyBank Capital Markets, as lead arranger, and KeyBank, National Association, as administrative agent. The Credit Agreement refinanced the Company’s then current loan agreements for certain properties. The Credit Agreement provides for, among other things, a $75.0 million revolving credit facility, originally maturing on April 1, 2023 (the “Revolving Credit Facility”). The Revolving Credit Facility may be increased by up to an additional $75.0 million provided that no event of default has occurred and certain other conditions are satisfied. Borrowings under the Revolving Credit Facility bear interest at a Secured Overnight Financing Rate (“SOFR”) benchmark rate or Alternate Base Rate, plus a margin of between 1.75% and 3.00%, with respect to SOFR loans, or 0.75% to 2.00%, with respect to base rate loans, based on the Company’s leverage ratio as calculated under the Credit Agreement. The Credit Agreement is secured by a pool of properties and requires compliance with certain financial covenants. The Credit Agreement also includes financial covenants that require the Company to (i) maintain a total leverage ratio not to exceed 65.0%, (ii) not to exceed certain fixed charge coverage ratios, and (iii) maintain a certain tangible net worth.

During 2022, the Company drew $73.7 million on the Revolving Credit Facility to pay-off certain mortgage loans and fund an acquisition of a single garage.

On November 17, 2022, the Company executed an amendment to the Credit Agreement which extends the maturity of the Revolving Credit Facility to April 1, 2024, amends certain financial covenants through the new term, and adds a requirement for the Company to use diligent efforts to pursue an equity raise or liquidity event by March 31, 2023. As of March 31,2023, the Company was not in compliance with all applicable covenants in agreements governing its debt, resulting in events of default.

As of March 31,2023, the balance of unamortized loan fees associated with the Revolving Credit Facility is $0.8 million which is being amortized to interest expense in the Consolidated Statements of Operations over the remaining term.

Note G - Equity

Series A Preferred Stock

On November 1, 2016, the Company commenced an offering of up to $50 million in shares of the Company’s Series A Convertible Redeemable Preferred Stock (“Series A Preferred Stock”), par value $0.0001 per share, together with warrants to acquire the Company’s Common Stock, in a Regulation D 506(c) private placement to accredited investors.

The holders of the Series A Preferred Stock are entitled to receive, when and as authorized by the Board of Directors and declared by the Company out of funds legally available for the payment of dividends, cash dividends at the rate of 5.75% per annum of the initial stated value of $1,000 per share. Since a Listing Event, as defined in the charter, did not occur by March 31, 2018, the cash dividend rate has been increased to 7.50%, until a Listing Event at which time, the annual dividend rate will be reduced to 5.75% of the stated value.

On March 24, 2020, the Company’s Board of Directors unanimously authorized the suspension of the payment of distributions on the Series A Preferred Stock; however, such distributions will continue to accrue in accordance with the terms of the Series A Preferred Stock. Since initial issuance, the Company had declared distributions of approximately $1.3 million of which approximately $0.6 million had been paid to Series A stockholders. As of March 31, 2023 and December 31, 2022, approximately $0.7 million and $0.6 million of Series A Preferred Stock distributions that were accrued and unpaid, respectively, are included in accounts payable and accrued expenses on the Consolidated Balance Sheet.

Series 1 Preferred Stock

On March 29, 2017, the Company filed with the State Department of Assessments and Taxation of Maryland Articles Supplementary to the charter of the Company classifying and designating 97,000 shares of its authorized capital stock as shares of Series 1 Convertible Redeemable Preferred Stock (“Series 1 Preferred Stock”), par value $0.0001 per share. On April 7, 2017, the Company commenced the Regulation D 506(b) private placement of shares of Series 1 Preferred Stock, together with warrants to acquire the Company’s common stock, to accredited investors.

The holders of the Series 1 Preferred Stock are entitled to receive, when and as authorized by the Company’s Board of Directors and declared by us out of legally available funds, cumulative, cash dividends on each share at an annual rate of 5.50% of the stated value pari passu with the dividend preference of the Series A Preferred Stock and in preference to any payment of any dividend on the Company’s common stock; provided that since a Listing Event, as defined in the charter, has not occurred by April 7, 2018, the annual dividend rate on all Series 1 Preferred Stock shares has been increased to 7.00% of the stated value until the occurrence of a Listing Event, at which time, the annual dividend rate will be reduced to 5.50% of the stated value.

Each holder of Series 1 Preferred Stock received, for every $1,000 in shares subscribed by such holder, detachable warrants to purchase 35 shares of the Company’s common stock if the Company’s common stock is listed on a national securities exchange. Since a Listing Event did not occur on or prior to the fifth anniversary of the final closing date of the offering (ie. January 31, 2023), the outstanding warrants automatically expired.

- 11 -

Table of Contents

On March 24, 2020, the Company’s Board of Directors unanimously authorized the suspension of the payment of distributions on the Series 1 Preferred Stock, however, such distributions will continue to accrue in accordance with the terms of the Series 1 Preferred Stock. Since initial issuance, the Company had declared distributions of approximately $15.0 million of which approximately $6.4 million had been paid to Series 1 Preferred Stock stockholders. As of March 31, 2023 and December 31, 2022, approximately $8.6 million and $7.9 million of Series 1 Preferred Stock distributions that were accrued and unpaid, respectively, are included in accounts payable and accrued expenses on the consolidated balance sheet.

Warrants

In accordance with its warrant agreement between the Company and Color Up, dated August 25, 2021 (the “Warrant Agreement”), Color Up has the right to purchase up to 1,702,128 shares of common stock, at an exercise price of $11.75 per share for an aggregate cash purchase price of up to $20.0 million (the “Common Stock Warrants”). Each whole Common Stock Warrant entitles the registered holder thereof to purchase one whole share of common stock at a price of $11.75 per share, subject to customary adjustments, at any time following a “Liquidity Event,” which is defined as an initial public offering and/or listing of the common stock on the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange. The Common Stock Warrants will expire on August 25, 2026.

The Common Stock Warrants are classified as equity and recorded at the issuance date fair value.

Securities Purchase Agreement

On November 2, 2021, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) by and among the Company, the Operating Partnership, and HS3, pursuant to which the Operating Partnership issued and sold to HS3 (a) 1,702,128 newly issued OP Units; and (b) 425,532 newly-issued Class A units of limited partnership of the Operating Partnership (“Class A Units”) which entitle HS3 to purchase up to 425,532 additional OP Units (the “Additional OP Units”) at an exercise price equal to $11.75 per Additional OP Unit, subject to adjustment as provided in the Class A Unit agreement, and HS3 paid to the Operating Partnership cash consideration of $20.0 million. The Additional OP Units are available to be exercised only upon completion of a Liquidity Event, as defined in the Securities Purchase Agreement.

Convertible Noncontrolling Interests

As of March 31, 2023, the Operating Partnership had approximately 17.0 million OP Units outstanding, excluding any equity incentive units granted. Under the terms of the Third Amended and Restated Limited Partnership Agreement, OP Unit holders may elect to exchange certain OP Units for shares of the Company’s Common Stock upon completion of a liquidity event. The OP Units outstanding as of March 31, 2023 are classified as noncontrolling interests within permanent equity on our Consolidated Balance Sheet.

Dividend Reinvestment Plan

The Company has a Dividend Reinvestment Plan (“DRIP”) which allows its stockholders to invest distributions in additional shares of our common stock, subject to certain limits. Stockholders who elect to participate in the DRIP may choose to invest all or a portion of their cash distributions in shares of our common stock at a price equal to our most recent estimated value per share. On March 22, 2018, the Company suspended payment of distributions and as such there are currently no distributions to invest in the DRIP.

Share Repurchase Program

On May 29, 2018, the Company’s Board of Directors suspended the Share Repurchase Program, other than for hardship repurchases in connection with a shareholder’s death. Repurchase requests made in connection with the death of a stockholder can be repurchased at a price per share equal to 100% of the amount the stockholder paid for each share, or once the Company had established an estimated NAV per share, 100% of such amount as determined by the Company’s Board of Directors, subject to any special distributions previously made to the Company’s stockholders. On March 24, 2020, the Board of Directors suspended all repurchases, even in the case of a stockholder’s death.

Note H — Equity Compensation

On February 28, 2023, Mr. Chavez and Ms. Hogue were granted 81,301 and 50,813 LTIP Units, respectively, in lieu of their 2022 target annual bonus. Of these awards granted to Mr. Chavez and Ms. Hogue, 13,550 and 10,163 LTIP Units vested immediately, with the remaining scheduled to vest over a three year period. The grant date fair value was determined to be $13.48 per unit for each of the LTIP Units awarded. Additionally, the non-management members of the Board of Directors were granted 26,082 LTIP Units in lieu of their 2022 compensation. The Director’s LTIP Units will vest over a three year period, with the exception of immediate vesting for LTIP Units granted to Shawn Nelson, a former director that retired from the Board effective December 31, 2022. The grant date fair value was determined to be $14.76 per unit for each of the LTIP Units awarded to the non-management members of the Board.

For the three months ended March 31, 2023, the Company recognized $1.4 million in non-cash amortization of equity awards. No amortization expense was recognized for the three months ended March 31, 2022. As of March 31, 2023 there was $20.3 million of unrecognized non-cash amortization, including $15.7 million for LTIP Units and Performance LTIP Units (“PUs”) granted in 2022 which vest upon the achievement of a Liquidity Event (as defined in the respective LTIP agreements) and/or certain performance measures, which are considered not probable.

- 12 -

Table of Contents

The following table sets forth a roll forward of all incentive equity awards for the three months ended March 31, 2023:

	*As of March 31, 2023*
	Number of Incentive Equity Awards			Weighted Avg Grant FV Per Share
Unvested - January 1, 2023		1,782,027		$	12.65
Granted		158,196			(13.69	)
Vested		(29,562	)		13.76
Forfeited		—			—
Unvested - March 31, 2023		1,910,661		$	12.72

Note I - Earnings Per Share

Basic and diluted loss per weighted average common share (“EPS”) is calculated by dividing net income (loss) attributable to the Company’s common stockholders, including any participating securities, by the weighted average number of shares outstanding for the period. The Company includes 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 were antidilutive as a result of the net loss for the three months ended March 31,2023 and 2022 and therefore were excluded from the dilutive calculation. The Company includes unvested PUs as contingently issuable shares in the computation of diluted EPS once the market criteria is met, assuming that the end of the reporting period is the end of the contingency period. The Company had 150,000 additional performance units that were granted to our executive officers on May 27, 2022, which are considered antidilutive to the dilutive loss per share calculation for the three months ended March 31,2023. The Company did not have any additional dilutive shares resulting in basic loss per share equaling dilutive loss per share for the three months ended March 31,2022.

The following table reconciles the numerator and denominator used in computing the Company’s basic and diluted per-share amounts for net loss attributable to common stockholders for the three months ended March 31, 2023 and 2022 (dollars in thousands):

	*For the three months ended*
	*March 31, 2023*			*March 31, 2022*
Numerator:
Net loss attributable to MIC	$	(2,298	)	$	(2,186	)
Net loss attributable to participating securities		—			—
Net loss attributable to MIC common stock	$	(2,298	)	$	(2,186	)
Denominator:
Basic and dilutive weighted average shares of Common Stock outstanding		7,762,375			7,762,375
Basic and diluted loss per weighted average common share:
Basic and dilutive	$	(0.30	)	$	(0.28	)

Note J – Variable Interest Entities

The Company, through a wholly owned subsidiary of its Operating Partnership, owns a 51.0% beneficial interest in MVP St. Louis Cardinal Lot, DST, a Delaware Statutory Trust (“MVP St. Louis”). MVP St. Louis is the owner of a 2.56-acre, 376-vehicle commercial parking lot, known as the Cardinal Lot.

MVP St. Louis is considered VIE and the Company concludes that it is the primary beneficiary since the power to direct the activities that most significantly impact the economic performance of MVP St. Louis was held by MVP Parking DST, LLC (the “Manager”) and certain subsidiaries of the Manager, which is controlled by Mr. Chavez.

As a result, the Company consolidates its investment in MVP St. 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) as of March 31,2023.

- 13 -

Table of Contents

Note K - Income Taxes

The Company previously elected to be taxed as a REIT for federal income tax purposes and operated in a manner that allowed the Company to qualify as a REIT through December 31, 2019. As a consequence of the COVID-19 pandemic, the Company earned management income in lieu of lease income from a number of distressed tenants, which did not constitute qualifying REIT income for purposes of the annual REIT gross income tests, and, as a result, the Company was not in compliance with the annual REIT income tests for the year ended December 31, 2020. Accordingly, the Company did not qualify for taxation as a REIT in 2020 and continues to be taxed as a C corporation. As a C corporation, the Company is subject to federal income tax on its taxable income at regular corporate rates.

A full valuation allowance for deferred tax assets was historically provided each year since the Company believed that as a REIT it was more likely than not that it would not realize the benefits of its deferred tax assets. As a taxable C Corporation, the Company has evaluated its deferred tax assets for the three months ended March 31, 2023, which consist primarily of net operating losses and its investment in the Operating Partnership. Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2022. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth. Despite substantial growth in property-level operations, the Company has continued to generate a net loss and as such the Company has determined that it will continue to record a full valuation allowance against its deferred tax assets for the three months ended March 31, 2023. A change in circumstances may cause the Company to change its judgment about whether deferred tax assets should be recorded, and further whether any such assets would more likely than not be realized. The Company would generally report any change in the valuation allowance through its Consolidated Statements of Operations in the period in which such changes in circumstances occur.

Note L — Fair Value

A fair value measurement is based on the assumptions that market participants would use in pricing an asset or liability in an orderly transaction. The hierarchy for inputs used in measuring fair value are as follows:

Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – Inputs include quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derived valuations whose inputs are observable.

Level 3 – Model-derived valuations with unobservable inputs.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.

The Company's financial instruments include cash and cash equivalents, restricted cash, accounts receivable and accounts payable. Due to their short maturities, the carrying amounts of these assets and liabilities approximate fair value. The estimated fair value of the Company’s debt (including notes payable and the Revolving Credit Facility) was derived using Level 2 inputs and approximate $207.6 million and $207.4 million as of March 31, 2023 and December 31, 2022, respectively.

Our real estate assets are measured and recognized at fair value on a nonrecurring basis when we determine an impairment has occurred. To estimate fair value the Company may use internally developed valuation models or independent third-parties. In either case, the fair value of real estate may be based on a number of approaches including the income capitalization approach, sales comparable approach or discounted cash flow approach. Each of these approaches utilized estimates and assumptions regarding an assets’ future performance and cash flows as well as market conditions, capitalization rates and discount rates which are all considered Level 2 inputs.

Note M— Commitments and Contingencies

~~Litigation~~

The nature of the Company’s business exposes our properties, the Company, the Operating Partnership and its other subsidiaries to the risk of claims and litigation in the normal course of business. Other than as noted below, or routine litigation arising out of the ordinary course of business, the Company is not presently subject to any material litigation nor, to its knowledge, is any material litigation threatened against the Company.

The Company has previously disclosed ~~pending~~stockholder class action ~~legal proceedings facing~~lawsuits alleging direct and derivative claims against the Company, ~~and~~certain of its then-officers, then-directors, the Former Advisor and/or Mr. Shustek ~~prior to the completion of the Transaction.~~ captioned Arthur Magowski v. The Parking REIT, Inc., et. al, No.24-C-19003125 (filed on May 31, 2019), Michelle Barene v. The Parking REIT, Inc., et. al, No.24-C-19003527 (filed on June 27, 2019) and SIPDA Revocable Trust v. The Parking REIT, Inc., et al, Case No.2:19-cv-00428 (filed on March 12, 2019). As a result of the Transaction, the Settlement Agreement (as defined in the Purchase Agreement) was entered into subject to completion of Color Up’s Tender Offer (as defined in the Purchase Agreement) for up to 900,506 shares of the Company’s outstanding Common Stock at $11.75 per share. ~~Color Up launched the Tender Offer on~~ ~~October 5, 2021~~ ~~and it expired on~~ ~~November 5, 2021.~~ Upon the expiration of the Tender Offer on November 5, 2021, the terms of the Settlement Agreement were satisfied and the prior lawsuits settled.

- 914 -

Table of Contents

The Company has previously disclosed that the SEC was conducting an investigation relating to the Company. On March 11, 2021, the SEC notified the Company that they do not intend to recommend an enforcement action by the Commission against the Company.

The SEC investigation also related to the conduct of the Company’s former chairman and chief executive officer, ~~Michael V.~~Mr. Shustek. On July 29, 2021, the SEC filed a civil lawsuit against ~~Michael V.~~Mr. Shustek and his advisory firm Vestin Mortgage LLC, alleging violations of the securities laws (Case 2-21-civ-01416-JCM-BNW, U.S. District Court, District of Nevada). The SEC seeks disgorgement, injunctions, and bars against Mr. Shustek, and related penalties. Pursuant to the Transaction, Mr. Shustek's right to indemnification by the Company ~~is required to indemnify Mr. Shustek~~ for certain claims related to the ~~SEC~~SEC's investigation ~~in an amount~~shall not to exceed $2 million. This liability was recognized by the Company upon the ~~Closing~~closing of the Transaction and is included in indemnification ~~liability.~~liability on our Consolidated Balance Sheet. Effective as of the ~~Closing,~~closing of the Transaction, Mr. Shustek resigned as Chief Executive Officer and director of the Company.

On August 25, 2021, the Company also entered into an Assignment of Claims, Causes of Action, and Proceeds Agreement, or the Assignment of Litigation Agreement, pursuant to which ~~(i)~~ the Company assigned to the Former Advisor ~~all of the Company’s right, title, interest, and benefits, whether legal, equitable, or otherwise, in and to any and all of the~~certain claims and ~~causes of action~~claim proceeds that the Company ~~may~~ ~~have~~had against ~~certain parties~~Ira S. Levine, Levine Law Group, Inc. (or any other name by which a firm including Ira Levine was known), Edwin Herbert Bentzen IV and ~~any amounts that~~Andrew Fenton. The Settlement Agreement is ~~may~~ not~~be recovered or awarded~~ related to the ~~Former Advisor on such claims~~Assignment of Litigation Agreement. On April 3, 2023, the parties entered into a settlement agreement and ~~(ii)~~mutual release related to the ~~Former Advisor agreed to indemnify the Company against all liabilities in connection with the assignment.~~ Ira Levine matter.

~~Environmental Matters~~

~~Investments~~In January 2023, the 43rd District Court of Parker County, Texas entered summary judgment in ~~real property create~~favor of the ~~potential~~plaintiff, John Roy, who alleges he is due a commission relating to a proposed sale of the Fort Worth Taylor parking facility which was never consummated. The Company has filed an appeal. As a result of the court’s summary judgment, in December 2022 we recognized a charge of $0.7 million for ~~environmental~~the full estimated amount of damages (including legal fees and costs). The $0.7 million was recognized within organizational, offering and other costs in our Consolidated Statements of Operations and indemnification liability on our Consolidated Balance Sheets. During thefirst quarter of 2023, and as part of the ~~owner or operator of such real property. If hazardous substances are discovered on or emanating from a property, the owner or operator of the property~~ ~~may~~ be held strictly liable for all costs and liabilities relating to such hazardous substances. The Company has obtained a Phase I environmental study (which involves inspection without soil sampling or ground water analysis) conducted by independent environmental consultants on each of the properties and, in certain instances, has conducted additional investigation, including a Phase II environmental assessment. Furthermore,appeals process, the Company ~~has adopted a policy~~posted cash collateral of ~~conducting a Phase I environmental study~~$0.7 million for an appeals bond, which is reflected in Cash - Restricted on ~~each property acquired and any additional investigation as warranted.~~

~~The Company believes that it complies, in all material respects, with all federal, state and local ordinances and regulations regarding hazardous or toxic substances. Furthermore, as of~~ ~~June 30, 2022~~~~, the Company has~~ ~~not~~ ~~been notified by any governmental authority of any non-compliance, liability or other claim, and is~~ ~~not~~ aware of any other environmental condition that it believes will have a material adverse effect on the results of operations. The Company, however, cannot predict the impact of any unforeseen environmental contingencies or new or changed laws or regulations on properties in which the Company holds an interest, or on properties that ~~may~~ ~~be acquired directly or indirectly in the future.~~our Consolidated Balance Sheets.

Note D – ~~Acquisitions and Dispositions of Investments in Real Estate~~

~~2022~~

~~The following table is a summary of the parking asset acquisitions during the~~ ~~six~~ ~~months ended~~ ~~June 30, 2022~~.

Property
Location
Date Acquired
Property Type

# Spaces

Size / Acreage

Retail Sq. Ft.

Purchase Price

222 Sheridan Bricktown Garage LLC
Oklahoma City, OK
6/7/2022
Garage
555 0.64 15,628 $ 17,513,000

~~The following table is a summary of the allocated acquisition value of the property acquired by the Company during the~~ ~~six~~ ~~months ended~~ ~~June 30, 2022~~.

Assets

Land and Improvements

Building and improvements

In-Place Lease Value

Total assets acquired

222 Sheridan Bricktown Garage LLC (a)
$ 1,314,000 $ 16,020,000 $ 179,000 $ 17,513,000
$ 1,314,000 $ 16,020,000 $ 179,000 $ 17,513,000

~~The in-place lease asset has a life of 5 years and is included in intangible assets on the consolidated balance sheet.~~

- 10 -

~~Table of Contents~~

~~2021~~

~~The following table is a summary of the parking asset acquisitions for the year ended~~ ~~December 31, 2021~~.

Property
Location
Date Acquired
Property Type

# Spaces

Size / Acreage

Retail Sq. Ft.

Purchase Price

1W7 Carpark, LLC
Cincinnati, OH
8/25/2021
Garage
765 1.21 18,385 $ 32,122,000
222W7, LLC
Cincinnati, OH
8/25/2021
Garage
1,625 1.84 — $ 28,314,000
322 Streeter, LLC
Chicago, IL
8/25/2021
Garage
1,154 2.81 — $ 38,483,000
2nd Street, LLC
Miami, FL
9/9/2021
Contract
118 N/A — $ 3,253,000
Denver 1725 Champa Street Garage
Denver, CO
11/3/2021
Garage
450 0.72 — $ 16,274,000

~~The following table is a summary of the allocated acquisition value of all properties acquired by the Company for the year ended~~ ~~December 31, 2021~~.

Assets

Land and Improvements

Building and improvements

In-Place Lease Value

Contract Value

Total assets acquired

1W7 Carpark (a)
$ 2,995,000 $ 28,819,000 $ 308,000 $ - $ 32,122,000
222W7
4,391,000 23,923,000 — — 28,314,000
322 Streeter
11,387,000 27,096,000 — — 38,483,000
2nd Street (a)
93,000 — — 3,160,000 3,253,000
Denver 1725 Champa Street Garage
7,414,000 8,860,000 — — 16,274,000
$ 26,280,000 $ 88,698,000 $ 308,000 $ 3,160,000 $ 118,446,000

~~The value of in-place lease assets and the~~ 2^nd ~~Street contract are included in intangible assets on the consolidated balance sheet. The life of the in-place lease at~~ ~~1W7~~ ~~is 5 years. The life of the contract at~~ 2^nd ~~Street is indefinite.~~

~~There were~~ no ~~dispositions of investments in real estate or properties held for sale as of~~ ~~June 30, 2022~~ ~~and~~ ~~December 31, 2021~~.

~~Note E~~ N — Related Party Transactions and Arrangements

Two of the Company’s ~~Cincinnati~~ assets, 1W7 Carpark and 222W7, are currently operated by PCA, Inc., dba Park Place Parking. Park Place Parking is a private parking operator that is wholly owned by relatives of the Company’s CEO. The Company’s CEO is neither an owner nor beneficiary of Park Place Parking. Park Place Parking has been operating these assets for ~~four~~five and ~~three~~four years, respectively. Both assets were acquired in 2021with their management agreements in ~~place and at the same terms under which they were operating prior to the Transaction.~~place. As of ~~June 30,~~ March 31, 2023 and 2022,, the Company recorded a balance of approximately $~~150,00~~0$0.1 million from Park Place Parking which is included in accounts receivable, net on the ~~consolidated balance sheet~~Consolidated Balance Sheets and has been paid subsequent to March 31, 2023 within terms of the lease agreement.

The Company has an investment in MVP St. Louis Cardinal Lot, DST, a Delaware Statutory Trust (“MVP St. Louis”). Pursuant to the Closing, the Former Advisor and Mr. Shustek, were replaced as manager of MVP Parking, DST, LLC, the entity that manages MVP St. Louis, byIn connection with the Company's ~~CEO.~~

-recapitalization transaction in 11August 2021, -

~~Table of Contents~~

~~During~~ ~~2021,~~ ~~VRMI and VRMII acquired $11.5 million of outstanding notes payable~~ the Company ~~had with various lenders. As~~owes approximately $469,231 to certain member entities of ~~June 30, 2022~~~~, these notes payable are included in notes payable and paycheck protection program loan on~~Color Up relating to prorated revenues for the ~~consolidated balance sheet. Interest expense~~month of ~~$0.2 million and $0.4 million is included on consolidated statement~~ August 2021 of ~~operations for~~ the three ~~and~~ ~~six~~ ~~months ended~~ ~~June 30, 2022,~~ ~~respectively. There~~properties contributed by Color Up. The accrual is ~~0 interest expense~~reflected within due to related toparties on the ~~VRMI and VRMII notes payable in the~~ ~~three~~ ~~and~~ ~~six~~ ~~months ended~~ ~~June 30, 2021.~~ ~~See Note P for additional information.~~Consolidated Balance Sheets.

OnAdditionally, in connection with the Company's recapitalization transaction in ~~May 27, 2022,~~August 2021, the Company ~~entered into the Merger Agreement by and between the Company and MIT. Pursuant to the terms of the Merger Agreement, the Company will merge with and into MIT, with MIT continuing~~was due approximately $156,000 from Color Up as ~~the surviving entity resulting~~consideration for OP Units then issued which was reflected within due from ~~the Merger. Prior to the Merger, MIT expects to undertake the MIT IPO of its MIT Common Shares, which is expected to close at least~~ ~~one~~ business day prior to the effective time of the Merger. The closing of the MIT IPO is a condition to the closing of the Merger. The size and price range for the MIT IPO have yet to be determined. The MIT IPO is subject to the completion of the review process of the U.S. Securities and Exchange Commission and to market and other conditions; therefore, the expected date of completion of the MIT IPO and the closing date of the Merger has have ~~not~~ ~~yet been determined.~~

In ~~March 2022,~~ ~~the Company entered into an agreement with MIT, an affiliate of Bombe, requiring the Company to be allocated, bear and (where practicable) pay directly certain costs and expenses~~ related ~~to the Merger and MIT IPO. During the~~ ~~three~~ ~~and~~ ~~six~~ ~~months ended~~ ~~June 30, 2022~~~~, the Company incurred costs of approximately $1.6 million and $2.5~~ m~~illion, respectively, pursuant to this agreement. Such amounts are included in organizational and offering costs~~parties on the ~~consolidated statement~~Consolidated Balance Sheet as of ~~operations.~~

In ~~May 2022,~~December 31, 2022. ~~the~~The Company ~~entered into a lease agreement with ProKids, an Ohio~~received all amounts due in ~~not~~-for-profit. An immediate family member of the Company’s CEO is a member of the Board of Trustees and President-Elect of that organization. ProKids leased 21,000 square feet of vacant unfinished commercial space in a 531,000 square foot building used primarily for parking rental in Cincinnati, Ohio for ~~120~~ ~~months with~~ no ~~rent due to the Company throughout the lease term, other than a rental fee on parking spaces used by the ProKids staff. As of~~ ~~June 30, 2022,~~ ~~ProKids does~~ ~~not~~ ~~owe the Company rental income related to the lease agreement. NaN rental income from ProKids has been recognized during the~~ ~~six~~ ~~months ended~~ ~~June 30, 2022.~~ March 2023.

License Agreement

On August 25, 2021, the Company entered into a Software License and Development Agreement ~~or the License Agreement,~~ with an affiliate of Bombe Asset Management, Ltd., an affiliate of the Company’s CEO and CFO, or the Supplier, pursuant to which the Company granted to the Supplier a limited, non-exclusive, non-transferable, worldwide right and license to access certain software and services for a fee of $5,000 per month.

Tax Matters Agreement

On August 25, 2021, the Company, the Operating Partnership and Color Up entered into the Tax Matters Agreement, or the Tax Matters Agreement, pursuant to which the Operating Partnership agreed to indemnify Color Up and certain affiliates and transferees of Color Up, together, the Protected Partners, against certain adverse tax consequences in connection with (1) (i) a taxable disposition of certain specified properties and (ii) certain dispositions of the Protected Partners’ interest in the Operating Partnership, in each case, prior to the tenth anniversary of the completion of the Transaction (or earlier, if certain conditions are satisfied); and (2) the Operating Partnership’s failure to provide the Protected Partners the opportunity to guarantee a specified amount of debt of the Operating Partnership during the period ending on the tenth anniversary of the completion of the Transaction (or earlier, if certain conditions are satisfied). In addition, and for so long as the Protected Partners own at least 20% of the units in the Operating Partnership received in the Transaction, the Company agreed to use commercially reasonable efforts to provide the Protected Partners with similar guarantee opportunities.

- 1215 -

Table of Contents

~~Note F~~ — ~~Stock-Based Compensation~~

On ~~October 14, 2020,~~ ~~the Compensation Committee of the Board of Directors of the Company approved the award of non-restricted shares to the Company’s~~ ~~four~~ ~~independent directors and to the Company’s former chief financial officer, J. Kevin Bland. Total stock-compensation expense for the year ended~~ ~~December 31, 2020~~ ~~was approximately $144,000. The non-restricted shares were issued by the Company on~~ ~~March 1, 2021~~ ~~at a price of $11.75 per share. This price equals the net asset value of the Company, which was approved by the Board of Directors in~~ ~~January 2021.~~ ~~The shares awarded fully vested immediately upon issuance and these shares were~~ ~~not~~ ~~issued pursuant to the Company’s Long-Term Incentive Plan ("LTIP").~~ ~~NaN share-based compensation awards were outstanding as of~~ ~~June 30, 2021.~~

On ~~May 27, 2022,~~ ~~the Operating Partnership issued long-term incentive equity awards in the form of LTIP units of the Operating Partnership ("LTIP Units") to the Company's~~ ~~five~~ ~~independent directors in consideration for their accrued but unpaid director compensation fees. The LTIP Units will vest ratably in equal installments on each of the next~~ ~~three~~ anniversaries of the grant date, subject to the director's continued employment, contractual or other service relationship with the Company or an affiliate of the Company on the vesting date. The grant date fair value was determined to be $15.47. Prior to the granting of the LTIP Units, the associated compensation was anticipated to be paid in cash, and as such, the expense was accrued as a liability in the condensed consolidated balance sheets. Upon vesting, the LTIP Units are redeemable in cash or shares, at the option of the holder. As a result, the LTIP Units are classified as a liability within accounts payable and accrued expenses in the condensed consolidated balance sheet as of ~~June 30, 2022.~~

~~The following table sets forth unvested LTIPs from~~ ~~January 1, 2022~~ ~~through~~ ~~June 30, 2022:~~

As of June 30, 2022

Number of Unvested Shares of LTIPs

Weighted Avg Grant FV Per Share

Balance - January 1, 2022
0 $ 0
Granted
9,686 15.47
Vested
0 0
Forfeited
0 0
Total unvested LTIPs
9,686 $ 15.47

On ~~May 27, 2022,~~ the Operating Partnership granted an aggregate of 1,500,000 Performance Units of the Operating Partnership (“PUs”) to the executive officers of the Company pursuant to performance unit award agreements entered into with respect to the PUs. The PUs vest, subject to the continued employment of the executive officers, upon the achievement of a 50% market condition and a 50% performance condition. The performance period for the market and performance conditions are ~~May 27, 2022~~ ~~through~~ ~~December 31, 2025~~ ~~and~~ ~~May 27, 2022~~ ~~through~~ ~~December 31, 2027,~~ ~~respectively, subject to the executive's continued performance of the services of the Company, the Operating Partnership or an affiliate. NaN PUs were vested as of~~ ~~June 30, 2022.~~ Market condition PUs are recorded at fair value using a Monte Carlo simulation for the future stock prices of the Company and its corresponding peer group. A fair value of $8.95 was determined for the PUs subject to a market condition. The PUs subject to a performance condition will vest if the Company's adjusted funds from operations ("AFFO") per share of common stock is at least $1.25 for ~~four~~ ~~consecutive quarters prior to the~~ ~~fourth~~ ~~quarter of~~ ~~2025~~ ~~and then for an additional~~ ~~four~~ ~~consecutive quarters prior to~~ ~~December 31, 2027.~~ ~~These PUs were deemed~~ ~~not~~ ~~probable of achievement as of~~ ~~June 30, 2022.~~ ~~The probability of achievement of the performance condition will continue to be monitored throughout the performance period.~~

- 13 -

~~Table of Contents~~

~~PUs are subject to restrictions on transfer and~~ ~~may~~ be subject to a risk of forfeiture if the executive ceases to be an employee of the Company, the Operating Partnership or an affiliate prior to vesting of the award. Each vested PU is entitled to receive a dividend equivalent payment equal to the dividend paid on the number of shares of common units issued. Each unvested PU is entitled to receive 10% of the distributions payable on common units. The amortization of compensation costs for the awards of PUs are included in general and administrative expenses in the accompanying consolidated statements of operations and amount to $391,000 for the period ended ~~June 30, 2022.~~ ~~The remaining unrecognized compensation cost of approximately $6.3 million for PUs is expected to be recognized over the derived service period of 1.57 years as of~~ ~~June 30, 2022.~~

~~The following table sets forth unvested PUs from~~ ~~January 1, 2022~~ ~~through~~ ~~June 30, 2022:~~

As of June 30, 2022

Number of Unvested Shares of PUs

Weighted Avg Grant FV Per Share

Balance - January 1, 2022
0 $ 0
Granted
1,500,000 12.21
Vested
0 0
Forfeited
0 0
Total unvested PUs
1,500,000 $ 12.21

The weighted average grant date fair value per share of $8.95 is for 750,000 shares subject to the market condition. The weighted average grant date fair value per share of $15.47 is for 750,000 shares subject to the performance condition, which was deemed ~~not~~ ~~probable of achievement as of~~ ~~June 30, 2022.~~

~~Note G - Intangible Assets~~

~~A schedule of the Company’s intangible assets and related accumulated amortization and accretion as of~~ ~~June 30, 2022~~ ~~and~~ ~~December 31, 2021~~ ~~is as follows:~~

As of June 30, 2022

As of December 31, 2021

Gross carrying amount

Accumulated amortization

Gross carrying amount

Accumulated amortization

Value of in-place leases
$ 2,564,000 $ 1,459,000 $ 2,398,000 $ 1,311,000
Value of lease commissions
165,000 93,000 152,000 82,000
Value of indefinite lived contract (1)
3,160,000 -- 3,160,000 --
Value of technology
4,136,000 343,000 4,046,000 133,000
Total intangible assets
$ 10,025,000 $ 1,895,000 $ 9,756,000 $ 1,526,000

(1~~) Indefinite-Lived in-place contract includes the~~ ~~2nd~~ ~~Street, LLC property in Miami, FL acquired on~~ ~~November 3, 2021.~~ ~~Refer to~~ ~~Note D - Acquisitions and Dispositions of Investments in Real Estate~~.

Amortization of the acquired in-place leases and lease commissions are included in depreciation and amortization in the accompanying consolidated statements of operations. Amortization expense associated with intangible assets totaled $370,000 and ~~$148~~~~,000~~ ~~for the~~ ~~six~~ ~~months ended~~ ~~June 30, 2022~~ ~~and~~ ~~2021~~~~, respectively, and~~ ~~$194~~~~,000~~ ~~and~~ ~~$74~~,~~000~~ ~~for the~~ ~~three~~~~months ended~~ ~~June 30, 2022~~ ~~and~~ ~~2021~~~~, respectively.~~

- 14 -

~~Table of Contents~~

~~A schedule of future amortization and accretion of acquired intangible assets for the~~ ~~six~~ ~~months ended~~ ~~June 30, 2022~~ ~~and thereafter is as follows:~~

Six Months Ended June 30, 2022

Acquired in-place leases

Lease commissions

Technology

2022 (Remainder)
$ 157,000 $ 12,000 $ 221,000
2023
320,000 24,000 427,000
2024
303,000 21,000 427,000
2025
189,000 10,000 427,000
2026
107,000 4,000 427,000
Thereafter
29,000 1,000 1,864,000
$ 1,105,000 $ 72,000 $ 3,793,000

~~Note H - Earnings Per Share~~

Basic and diluted loss per weighted average common share (“EPS”) is calculated by dividing net income (loss) attributable to the Company’s common stockholders, including any participating securities, by the weighted average number of shares outstanding for the period. The Company includes 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 were antidilutive as a result of the net loss for the~~ ~~six~~ ~~months ended~~ ~~June 30, 2022~~ and therefore were excluded from the dilutive calculation. The Company includes unvested PUs as contingently issuable shares in the computation of diluted EPS once the market criteria is met, assuming that the end of the reporting period is the end of the contingency period. The Company had 150,000 additional performance units that were granted to our executive officers on ~~May 27, 2022,~~ ~~which are considered antidilutive to the dilutive loss per share calculation for the~~ ~~six~~ ~~months ended~~ ~~June 30, 2022.~~ ~~See Note F for additional information. The Company did~~ ~~not~~ ~~have any additional dilutive shares resulting in basic loss per share equaling dilutive loss per share for the~~ ~~six~~ ~~months ended~~ ~~June 30, 2021.~~

~~The following table reconciles the numerator and denominator used in computing the Company’s basic and diluted per-share amounts for net loss attributable to common stockholders for the~~ ~~three~~ ~~and~~ ~~six~~ ~~months ended~~ ~~June 30, 2022~~ ~~and~~ ~~2021~~:

For the three months ended June 30, 2022

For the three months ended June 30, 2021

For the six months ended June 30, 2022

For the six months ended June 30, 2021

Numerator:

Net loss attributable to MIC
$ (2,436,000 ) $ (2,855,000 ) $ (4,992,000 ) $ (7,973,000 )
Net loss attributable to participating securities
0 0 0 0
Net loss attributable to MIC common stock
$ (2,436,000 ) $ (2,855,000 ) $ (4,992,000 ) $ (7,973,000 )
Denominator:

Basic and dilutive weighted average shares of Common Stock outstanding
7,762,375 7,739,952 7,762,375 7,735,888
Diluted share equivalents outstanding
0 0 0 0
Dilutive weighted average shares of Common Stock outstanding
7,762,375 7,739,952 7,762,375 7,735,888
Basic and diluted loss per weighted average common share:

Basic and dilutive
$ (0.31 ) $ (0.37 ) $ (0.64 ) $ (1.03 )

- 15 -

~~Table of Contents~~

~~Note I~~ — ~~Notes Payable and Paycheck Protection Program Loan~~

~~As of~~ ~~June 30, 2022~~~~, the principal balances on notes payable are as follows:~~

Loan

Original Debt Amount

Monthly Payment

Balance as of 6/30/22

Lender

Term (in years)

Interest Rate

Loan Maturity
Corporate D&O Insurance (4)
$ 450,000 $ 38,000 $ 37,000
MetaBank
1 3.95 %
7/31/2022
MVP Clarksburg Lot
$ 476,000
Interest Only
$ 476,000
Vestin Realty Mortgage I
1 7.00 %
8/25/2022
MCI 1372 Street
$ 574,000
Interest Only
$ 574,000
Vestin Realty Mortgage I
1 7.00 %
8/25/2022
MVP Milwaukee Old World
$ 771,000
Interest Only
$ 1,871,000
Vestin Realty Mortgage I
1 7.00 %
8/25/2022
MVP Milwaukee Clybourn
$ 191,000
Interest Only
$ 191,000
Vestin Realty Mortgage I
1 7.00 %
8/25/2022
MVP Wildwood NJ Lot, LLC
$ 1,000,000
Interest Only
$ 1,000,000
Vestin Realty Mortgage I
1 7.00 %
8/25/2022
MVP Cincinnati Race Street, LLC
$ 2,550,000
Interest Only
$ 3,450,000
Vestin Realty Mortgage II
1 7.00 %
8/25/2022
Minneapolis Venture
$ 2,000,000
Interest Only
$ 4,000,000
Vestin Realty Mortgage I
1 7.00 %
8/25/2022
MVP Memphis Poplar (3)
$ 1,800,000
Interest Only
$ 1,800,000
LoanCore
5 5.38 %
3/6/2024
MVP St. Louis (3)
$ 3,700,000
Interest Only
$ 3,700,000
LoanCore
5 5.38 %
3/6/2024
1W7 Carpark, LLC and 222W7th Holdco, LLC
$ 339,000 $ 6,400 $ 140,000
FlashParking, Inc
5 5.00 %
5/31/2024
Mabley Place Garage, LLC
$ 9,000,000 $ 44,000 $ 7,717,000
Barclays
10 4.25 %
12/6/2024
322 Streeter Holdco LLC
$ 25,900,000
Interest Only
$ 25,683,000
American National Insurance Co.
5
*
3.50 %
3/1/2025
MVP Houston Saks Garage, LLC
$ 3,650,000 $ 20,000 $ 3,007,000
Barclays Bank PLC
10 4.25 %
8/6/2025
Minneapolis City Parking, LLC
$ 5,250,000 $ 29,000 $ 4,442,000
American National Insurance, of NY
10 4.50 %
5/1/2026
MVP Bridgeport Fairfield Garage, LLC
$ 4,400,000 $ 23,000 $ 3,718,000
FBL Financial Group, Inc.
10 4.00 %
8/1/2026
West 9th Properties II, LLC
$ 5,300,000 $ 30,000 $ 4,559,000
American National Insurance Co.
10 4.50 %
11/1/2026
MVP Fort Worth Taylor, LLC
$ 13,150,000 $ 73,000 $ 11,342,000
American National Insurance, of NY
10 4.50 %
12/1/2026
MVP Detroit Center Garage, LLC
$ 31,500,000 $ 194,000 $ 27,944,000
Bank of America
10 5.52 %
2/1/2027
MVP St. Louis Washington, LLC (1)
$ 1,380,000 $ 8,000 $ 1,287,000
KeyBank
10
*
4.90 %
5/1/2027
St. Paul Holiday Garage, LLC (1)
$ 4,132,000 $ 24,000 $ 3,853,000
KeyBank
10
*
4.90 %
5/1/2027
Cleveland Lincoln Garage, LLC (1)
$ 3,999,000 $ 23,000 $ 3,729,000
KeyBank
10
*
4.90 %
5/1/2027
MVP Denver Sherman, LLC (1)
$ 286,000 $ 2,000 $ 266,000
KeyBank
10
*
4.90 %
5/1/2027
MVP Milwaukee Arena Lot, LLC (1)
$ 2,142,000 $ 12,000 $ 1,998,000
KeyBank
10
*
4.90 %
5/1/2027
MVP Denver 1935 Sherman, LLC (1)
$ 762,000 $ 4,000 $ 710,000
KeyBank
10
*
4.90 %
5/1/2027
MVP Louisville Broadway Station, LLC (2)
$ 1,682,000
Interest Only
$ 1,682,000
Cantor Commercial Real Estate
10
**
5.03 %
5/6/2027
MVP Whitefront Garage, LLC (2)
$ 6,454,000
Interest Only
$ 6,454,000
Cantor Commercial Real Estate
10
**
5.03 %
5/6/2027
MVP Houston Preston Lot, LLC (2)
$ 1,627,000
Interest Only
$ 1,627,000
Cantor Commercial Real Estate
10
**
5.03 %
5/6/2027
MVP Houston San Jacinto Lot, LLC (2)
$ 1,820,000
Interest Only
$ 1,820,000
Cantor Commercial Real Estate
10
**
5.03 %
5/6/2027
St. Louis Broadway, LLC (2)
$ 1,671,000
Interest Only
$ 1,671,000
Cantor Commercial Real Estate
10
**
5.03 %
5/6/2027
St. Louis Seventh & Cerre, LLC (2)
$ 2,057,000
Interest Only
$ 2,057,000
Cantor Commercial Real Estate
10
**
5.03 %
5/6/2027
MVP Indianapolis Meridian Lot, LLC (2)
$ 938,000
Interest Only
$ 938,000
Cantor Commercial Real Estate
10
**
5.03 %
5/6/2027
St Louis Cardinal Lot DST, LLC (5)
$ 6,000,000
Interest Only
$ 6,000,000
Cantor Commercial Real Estate
10
**
5.25 %
5/31/2027
MVP Preferred Parking, LLC
$ 11,330,000
Interest Only
$ 11,330,000
Key Bank
10
**
5.02 %
8/1/2027
Less unamortized loan issuance costs
$ (774,000 )
$ 150,299,000

- 16 -

~~Table of Contents~~

(1)	~~The Company issued a promissory note to KeyBank for $12.7 million secured by the pool of properties.~~
(2)	~~The Company issued a promissory note to Cantor Commercial Real Estate Lending, L.P. (“CCRE”) for $16.25 million secured by the pool of properties.~~
(3)	On ~~February 8, 2019,~~ ~~subsidiaries of the Company, consisting of MVP PF St. Louis~~ ~~2013,~~ ~~LLC (“MVP St. Louis~~ ~~2013”~~~~), and MVP PF Memphis Poplar~~ ~~2013,~~ ~~LLC (“MVP Memphis Poplar”), LLC entered into a loan agreement, dated as of~~ ~~February 8, 2019,~~ ~~with LoanCore Capital Credit REIT LLC (“LoanCore”). Under the terms of the Loan Agreement, LoanCore agreed to loan MVP St. Louis~~ ~~2013~~ and MVP Memphis Poplar $5.5 million to repay and discharge the outstanding KeyBank loan agreement. The loan is secured by a Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing on each of the properties owned by MVP St. Louis ~~2013~~ ~~and MVP Memphis Poplar.~~
(4)	On ~~September 30, 2021,~~ ~~the Company entered into a loan with Meta Bank to finance $337,500 of the Directors & Officers insurance policy premium. The loan matured on~~ ~~July 31, 2022.~~
(5)	Pursuant to the Closing of the Transaction, the Company recorded the $6.0 million loan with Cantor Commercial Real Estate upon the consolidation of its investment in MVP St. Louis Cardinal Lot, DST. See Note I for further information.

* 2 ~~Year Interest Only~~

** 10 ~~Year Interest Only~~

~~During~~ ~~April~~ ~~2022,~~ ~~the Company received notification from the Small Business Administration stating that the round~~ ~~two~~ ~~paycheck protection program loan was forgiven in full in the amount of $328,000.~~

Reserve funds are generally 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. Borr~~owers for~~ ~~six~~ ~~of the Company’s loans totaling $58.6 million and~~ ~~seven~~ ~~loans totaling $96.0~~ ~~million failed to meet loan covenants as of~~ ~~June 30, 2022~~ ~~and~~ ~~December 31, 2021~~~~, respectively. As a result, these borrowers are subject to additional cash management procedures, which resulted in approximately~~ ~~$442~~~~,00~~0 ~~and $359,000 of restricted cash at~~ ~~June 30, 2022~~ ~~and~~ ~~December 31, 2021~~~~, respectively. In order to exit these procedures, 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, 2022~~~~, future principal payments on notes payable are as follows:~~

2022 (remainder)
12,833,000
2023
2,575,000
2024
15,308,000
2025
30,795,000
2026
22,630,000
Thereafter
66,932,000
Total
$ 151,073,000

~~Note J - Line of Credit~~

On ~~March 29, 2022,~~ the Company entered into a Credit Agreement (the "Credit Agreement") with KeyBanc Capital Markets, as lead arranger, and KeyBank, National Association, as administrative agent. The Credit Agreement refinances the Company’s current loan agreements for certain properties. The Credit Agreement will provide for, among other things, a $75,000,000 revolving credit facility, maturing on ~~April 1, 2023.~~ ~~The Credit Agreement~~ ~~may~~ ~~be extended to~~ ~~October 1, 2023~~ if no ~~event of default is in existence upon receipt of written request~~ ~~120~~ – 60 ~~days prior to maturity date and payment of an extension fee pursuant to the terms of the Credit Agreement (the “Revolving Facility”). The Revolving Facility~~ ~~may~~ ~~be increased by up to an additional $75,000,000 provided that~~ no event of default has occurred and is continuing and certain other conditions are satisfied. Borrowings under the Revolving Facility bear interest at a SOFR benchmark rate or Alternate Base Rate, plus a margin of between 1.75% and 3.00%, with respect to SOFR loans, or 0.75% to 2.00%, with respect to base rate loans, based on the Company’s leverage ratio as calculated under the Credit Agreement. The Credit Agreement is secured by a pool of properties and requires compliance with certain financial covenants. The Credit Agreement also includes financial covenants that require the Company to (i) maintain a total leverage ratio ~~not~~ ~~to exceed 65.0%, (ii)~~ ~~not~~ ~~to exceed certain fixed charge coverage ratios, and (iii) maintain a certain tangible net worth.~~

- 17 -

~~Table of Contents~~

On ~~April 15, 2022~~ ~~the Company used proceeds from the Credit Agreement to pay a loan in full with LoanCore in the amount of $37.9 million. The loan had a maturity date of~~ ~~December 9, 2022~~ ~~and was secured by a pool of~~ ~~six~~ properties: MVP Raider Park Garage, LLC, MVP New Orleans Rampart, LLC, MVP Hawaii Marks Garage, LLC, MVP Milwaukee Wells, LLC, MVP Indianapolis City Park, LLC, and MVP Indianapolis WA Street, LLC. On ~~April 21, 2022~~ ~~the Company also used proceeds from the Credit Agreement to pay~~ ~~two~~ ~~loans in full with Associated Bank in a combined amount of $18.2 million. The loans had maturity dates of~~ ~~May 1, 2022~~ ~~and~~ ~~October 1, 2022~~ ~~and were secured by properties~~ ~~1W7~~ ~~Carpark, LLC and~~ ~~222W7th~~ ~~Holdco, LLC, respectively. On~~ ~~June 6, 2022~~ ~~the Company used additional proceeds of $17.6 million in the acquisition of~~ ~~222~~ ~~Sheridan Bricktown Garage LLC. Refer above to Note D - Acquisitions and Dispositions of Investments in Real Estate. As of~~ ~~June 30, 2022,~~ ~~the Company had drawn $73.7 million of the available $75.0 million in the Credit Agreement. For the~~ ~~three~~ ~~and~~ ~~six~~ ~~months ended~~ ~~June 30, 2022,~~ ~~the Company has paid approximately $2.0 million in loan fees.~~

~~Note K~~ — ~~Fair Value~~

	1.	~~Level~~ 1 ~~– Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.~~
	2.	~~Level~~ 2 ~~– Inputs include quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are~~ ~~not~~ ~~active, and model-derived valuations whose inputs are observable.~~
	3.	~~Level~~ 3 ~~– Model-derived valuations with unobservable inputs.~~

~~In certain cases, the inputs used to measure fair value~~ ~~may~~ fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.

The Company's financial instruments include cash and cash equivalents, restricted cash, accounts receivable and accounts payable. Due to their short maturities, the carrying amounts of these assets and liabilities approximate fair value. The estimated fair value of the ~~Company’s debt was approximately $219.3 million and $161.2 million as of~~ ~~June 30, 2022~~ ~~and~~ ~~December 31, 2021~~~~, respectively, which is considered a Level~~ 2 ~~measurement.~~

Our real estate assets are measured and recognized at fair value, less costs to sell held-for-sale properties, on a nonrecurring basis dependent upon when we determine an impairment has occurred. When the Company impairs assets that have operational impairment indicators, management uses an independent ~~third~~-party to determine the fair value primarily using the income capitalization approach based on the contracted rent to be received from the operator or the sales comparison approach. The income capitalization approach reflects the property’s income-producing capabilities based on the assumption that value is created by the expectation of benefits to be derived in the future. The sales comparison approach utilizes sales of comparable properties, adjusted for differences, to indicate value. These methods are considered Level 2 ~~measurements in the hierarchy.~~

~~Note L~~ – ~~Variable Interest Entities~~

~~At the time of the initial investment, the Company conducted an analysis and concluded that the~~ ~~51%~~ ~~investment in the DST should~~ ~~not~~ ~~be consolidated, as the Company was~~ ~~not~~ the primary beneficiary because the power to direct the activities that most significantly impact the economic performance of MVP St. Louis was held by MVP Parking DST, LLC (the “Manager”) and certain subsidiaries of the Manager. The investment in MVP St. Louis was accounted for using the equity method of accounting through ~~August 25, 2021.~~

In connection with the Closing, the former advisor of the Company, MVP Realty Advisors, LLC ("MVPRA”) transferred ownership of the Manager to Manuel Chavez, III, the Chief Executive Officer of the Company. This change in structure was deemed a reconsideration event and therefore the Company reevaluated whether it had control. Based on the Company's evaluation, the Company began consolidating the investment in MVP St. Louis and MVP St. Louis Cardinal Lot Master Tenant, LLC, which had total assets and liabilities of approximately $12.0 million and approximately $6.2 million, respectively, as of ~~August 25, 2021.~~ ~~These assets and liabilities were recorded at fair value as of the date of consolidation, and a gain of $360,000 was recognized in the consolidated statement of operations.~~

- 18 -

~~Table of Contents~~

~~Amounts related to MVP St. Louis included in the consolidated balance sheet are as follows:~~

June 30, 2022

(Unaudited)
ASSETS

Investments in real estate
$ 11,795,000
Cash
32,000
Cash – restricted
462,000
Accounts receivable
320,000
Prepaid expenses
13,000
Total assets
$ 12,622,000

LIABILITIES

Notes payable
$ 5,966,000
Accounts payable and accrued liabilities
326,000
Total liabilities
$ 6,292,000

~~Summarized Statements of Operations~~—~~Unconsolidated Real Estate Affiliates~~—~~Equity Method Investments~~

For the three months ended June 30, 2021
For the six months ended June 30, 2021
Revenue
$ 183,000 $ 365,000
Expenses
(167,000 ) (366,000 )
Net income (loss)
$ 16,000 $ (1,000 )

~~Note M~~ –~~Leases~~

~~The Company accounts for rental income and percentage rent income in accordance with ASC~~ ~~842~~ - Leases. The majority of the Company’s leases are largely similar and the lease agreements generally contain similar provisions and features, without substantial variations. All leases are currently classified as operating leases. The following table summarizes the components of lease revenue recognized during the ~~three~~ ~~and~~ ~~six~~ ~~months ended~~ ~~June 30, 2022~~ ~~and~~ ~~2021~~ ~~included within the Company's Consolidated Statements of Operations:~~

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Lease revenue

2022

2021

2022

2021

Fixed contractual payments
$ 1,766,000 $ 2,275,000 $ 3,514,000 $ 4,673,000
Variable lease payments
$ 5,203,000 $ 658,000 $ 9,839,000 $ 1,147,000
Straight-line rental income
$ (9,000 ) $ 34,000 $ (5,000 ) $ 81,000

- 19 -

~~Table of Contents~~

~~Approximate future fixed contractual lease payments to be received under non-cancelable operating leases in effect as of~~ ~~June 30, 2022~~~~, assuming~~ no ~~new or renegotiated leases or option extensions on lease agreements, are as follows:~~

For the year ended,

Future lease payments due

2022 (Remainder)
$ 3,082,000
2023
$ 5,010,000
2024
$ 4,484,000
2025
$ 3,504,000
2026
$ 2,626,000
Thereafter
$ 523,000

~~Note N - Income Taxes~~

~~The Company previously elected to be taxed as a REIT for federal income tax purposes and operated in a manner that allowed the Company to qualify as a REIT through~~ ~~December 31, 2019.~~ ~~As a consequence of the COVID-~~19 ~~pandemic, the Company earned income from a number of distressed tenants that did~~ ~~not~~ ~~constitute qualifying REIT income for purposes of the annual REIT gross income tests, and, as a result, the Company was~~ ~~not~~ ~~in compliance with the annual REIT income tests for the year ended~~ ~~December 31, 2020.~~ ~~Accordingly, the Company did~~ ~~not~~ ~~qualify for taxation as a REIT in~~ ~~2020~~ ~~and has been taxed as a C corporation beginning with its~~ ~~2020~~ ~~taxable year. As a C corporation, the Company is subject to federal income tax on its taxable income at regular corporate rates.~~

~~A full valuation allowance for deferred tax assets was historically provided each year since the Company believed that as a REIT it was more likely than~~ ~~not~~ ~~that it would~~ ~~not~~ ~~realize the benefits of its deferred tax assets. As a taxable C Corporation, the Company has evaluated its deferred tax assets for the~~ ~~six~~ ~~months ended~~ ~~June 30, 2022~~, which consist primarily of net operating losses and its investment in the Operating Partnership (as a result of the Closing). Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the ~~three~~~~-year period ended~~ ~~June 30, 2022.~~ ~~Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth. Due to the ongoing impact to the Company of the COVID-~~19 ~~pandemic, the Company has determined that it will continue to record a full valuation allowance against its deferred tax assets for the~~ ~~six~~ ~~months ended~~ ~~June 30, 2022~~~~. A change in circumstances~~ ~~may~~ ~~cause the Company to change its judgment about whether deferred tax assets should be recorded, and further whether any such assets would more likely than~~ ~~not~~ ~~be realized. The Company would generally report any change in the valuation allowance through its income statement in the period in which such changes in circumstances occur.~~

~~Note O~~ - ~~Equity~~

~~Series A Preferred Stock~~

On ~~November 1, 2016,~~ the Company commenced an offering of up to $50 million in shares of the Company’s Series A Convertible Redeemable Preferred Stock (“Series A Preferred Stock”), par value $0.0001 per share, together with warrants to acquire the Company’s Common Stock, in a Regulation D ~~506~~~~(c) private placement to accredited investors. The Company closed the offering on~~ ~~March 24, 2017~~ ~~and raised approximately $2.5 million, net of offering costs, in the Series A private placements.~~

- 20 -

~~Table of Contents~~

The holders of the Series A Preferred Stock are entitled to receive, when and as authorized by the Board of Directors and declared by the Company out of funds legally available for the payment of dividends, cash dividends at the rate of 5.75% per annum of the initial stated value of $1,000 per share. Since a Listing Event, as defined in the charter, did ~~not~~ ~~occur by~~ ~~March 31, 2018,~~ ~~the cash dividend rate has been increased to 7.50%, until a Listing Event at which time, the annual dividend rate will be reduced to~~ ~~5.75%~~ ~~of the Stated Value.~~

~~Each investor in the Series A offering received, for every~~ ~~$1,000~~ in shares subscribed by such investor, detachable warrants to purchase 30 shares of the Company’s Common Stock if the Company’s Common Stock is listed on a national securities exchange. The warrants’ exercise price is equal to 110% of the volume weighted average closing stock price of the Company’s Common Stock over a specified period as determined in accordance with the terms of the warrant; however, in no ~~event shall the exercise price be less than $25 per share. As a Listing Event did~~ ~~not~~ ~~occur on or prior to the~~ ~~fifth~~ ~~anniversary of the final closing date of the Series A offering, the outstanding warrants expired automatically on such anniversary date without being exercisable by the holders thereof.~~

On ~~March 24, 2020,~~ the Company’s Board of Directors unanimously authorized the suspension of the payment of distributions on the Series A Preferred Stock; however, such distributions will continue to accrue in accordance with the terms of the Series A Preferred Stock. Since initial issuance, the Company had declared distributions of approximately ~~$1,098,000 of which approximately $597,000 had been paid to Series A stockholders. As of~~ ~~June 30, 2022~~ ~~and~~ ~~December 31, 2021~~~~, approximately~~ ~~$501~~~~,000~~ a~~nd $393,000 of Series A Preferred Stock distributions that were accrued and unpaid, respectively, are included in accounts payable and accrued expenses on the consolidated balance sheet.~~

~~Series~~ 1 ~~Preferred Stock~~

On ~~March 29, 2017,~~ the Company filed with the State Department of Assessments and Taxation of Maryland Articles Supplementary to the charter of the Company classifying and designating 97,000 shares of its authorized capital stock as shares of Series 1 ~~Convertible Redeemable Preferred Stock (“Series~~ 1 ~~Preferred Stock”), par value $0.0001 per share. On~~ ~~April 7, 2017,~~ ~~the Company commenced the Regulation D~~ ~~506~~~~(b) private placement of shares of Series~~ 1 ~~Preferred Stock, together with warrants to acquire the Company’s Common Stock, to accredited investors.~~

~~The holders of the Series~~ 1 Preferred Stock are entitled to receive, when and as authorized by the Company’s Board of Directors and declared by us out of legally available funds, cumulative, cash dividends on each share at an annual rate of 5.50% of the stated value pari passu with the dividend preference of the Series A Preferred Stock and in preference to any payment of any dividend on the Company’s Common Stock; provided that since a Listing Event, as defined in the charter, has ~~not~~ ~~occurred by~~ ~~April 7, 2018,~~ ~~the annual dividend rate on all Series~~ 1 Preferred Stock shares has been increased to 7.00% of the stated value until the occurrence of a Listing Event, at which time, the annual dividend rate will be reduced to 5.50% of the stated value. Based on the number of Series 1 ~~Preferred Stock shares outstanding at~~ ~~December 31, 2021,~~ ~~the increased dividend rate costs the Company approximately $150,000 more per quarter in Series~~ 1 ~~dividends.~~

~~Each investor in the Series~~ 1 offering received, for every $1,000 in shares subscribed by such investor, detachable warrants to purchase 35 shares of the Company’s Common Stock if the Company’s Common Stock is listed on a national securities exchange. The warrants’ exercise price is equal to 110% of the volume weighted average closing stock price of the Company’s Common Stock over a specified period as determined in accordance with the terms of the warrant; however, in no ~~event shall the exercise price be less than $25 per share. If a Listing Event does~~ ~~not~~ ~~occur on or prior to the~~ ~~fifth~~ ~~anniversary of the final closing date of the Series~~ 1 ~~offering, the outstanding warrants expire automatically on such anniversary date without being exercisable by the holders thereof. If a Listing Event does occur on or before~~ ~~January 31, 2023,~~ ~~the~~ ~~five-year anniversary date, these warrants will then expire~~ ~~five~~ ~~years from the~~ 90^th ~~day after the occurrence of a Listing Event. The Company engaged a~~ ~~third~~~~-party expert to value these warrants and the estimated value as of~~ ~~June 30, 2022~~ ~~is immaterial. As of~~ ~~June 30, 2022~~~~, there were detachable warrants that~~ ~~may~~ ~~be exercised for 1,382,675 shares of the Company’s Common Stock after the~~ ~~90th~~ ~~day following the occurrence of a Listing Event. If all the potential warrants outstanding at~~ ~~June 30, 2022~~ became exercisable because of a Listing Event and were exercised at the minimum price of $25 per share, gross proceeds to the Company would be approximately $34.6 million and as a result the Company would issue an additional 1,382,675 shares of Common Stock.

On ~~March 24, 2020,~~ ~~the Company’s Board of Directors unanimously authorized the suspension of the payment of distributions on the Series~~ 1 ~~Preferred Stock, however, such distributions will continue to accrue in accordance with the terms of the Series~~ 1 ~~Preferred Stock. Since initial issuance, the Company had declared distributions of approximately $12.9 million of which approximately $6.4 million had been paid to Series~~ 1 ~~Preferred Stock stockholders. As of~~ ~~June 30, 2022~~ ~~and~~ ~~December 31, 2021~~~~, approximately $6.5~~ mi~~llion and $5.1 million of Series~~ 1 ~~Preferred Stock distributions that were accrued and unpaid, respectively, are included in accounts payable and accrued expenses on the consolidated balance sheet.~~

- 21 -

~~Table of Contents~~

~~Warrants~~

On ~~August 25, 2021,~~ in connection with the Closing, the Company entered into a warrant agreement (the “Warrant Agreement”) pursuant to which it issued to the Purchaser warrants to purchase up to 1,702,128 shares of Common Stock, at an exercise price of $11.75 per share for an aggregate cash purchase price of up to $20.0 million (the “Common Stock Warrants”). Each whole Common Stock Warrant entitles the registered holder thereof to purchase ~~one~~ whole share of Common Stock at a price of $11.75 per share (the “Warrant Price”), subject to customary adjustments, at any time following a “Liquidity Event,” which is defined as an initial public offering and/or Listing of the Common Stock on the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange. The Common Stock Warrants will expire ~~five~~ ~~years after the date of the Warrant Agreement.~~

The Company assesses its warrants as either equity or a liability based upon the characteristics and provisions of each instrument. Warrants classified as equity are recorded at fair value as of the date of issuance on the Company’s balance sheet and no further adjustments to their valuation are made. Management estimates the fair value of these warrants using option pricing models and assumptions that are based on the individual characteristics of the warrants or other instruments on the valuation date, as well as assumptions for future financings, expected volatility, expected life, yield and risk-free interest rate.

~~As of~~ ~~June 30, 2022~~~~, all outstanding warrants issued by the Company were classified as equity.~~

~~Tender Offer~~

On ~~October 5, 2021,~~ Color Up, LLC (“Purchaser”) initiated a Tender Offer (the “Offer”) to purchase up to 900,506 shares of Common Stock of the Company, at a price of $11.75 per share (the “Shares”). The Offer expired at ~~5:00~~ ~~pm Eastern Time on~~ ~~November 5, 2021.~~ ~~A total of 878,082 Shares were validly tendered and~~ ~~not~~ validly withdrawn pursuant to the Offer (the “Tendered Shares”), and the Purchaser accepted for purchase all such Tendered Shares. The Purchaser initiated payment of an aggregate of approximately $10.3 million to the Company stockholders participating in the Offer.

~~Effective~~ ~~November 8, 2021,~~ ~~the Purchaser executed a subscription agreement with the Company pursuant to which the Purchaser acquired the remaining 22,424 Shares~~ ~~not~~ ~~purchased through the Offer at~~ ~~$11.75~~ ~~per share.~~

~~Securities Purchase Agreement~~

On ~~November 2, 2021,~~ ~~the Company, entered into a securities purchase agreement (the “Purchase Agreement”) by and among the Company, the Operating Partnership, and~~ ~~HS3~~ ~~affiliated with Jeffrey Osher, a director of the Company, pursuant to which the Operating Partnership issued and sold to~~ ~~HS3~~ (a) 1,702,128 newly issued common units of limited partnership of the Operating Partnership (“OP Units”); and (b) 425,532 newly-issued Class A units of limited partnership of the Operating Partnership (“Class A Units”) which entitle ~~HS3~~ to purchase up to 425,532 additional OP Units (the “Additional OP Units”) at an exercise price equal to $11.75 per Additional OP Unit, subject to adjustment as provided in the Class A Unit agreement, and ~~HS3~~ paid to the Operating Partnership cash consideration of $20.0 million. The Company used proceeds from the Purchase Agreement for working capital purposes, including expenses related to the Purchase Agreement and the acquisition of ~~two~~ ~~parking lots and related assets. The Additional OP Units are available to be exercised only upon completion of a liquidity event, as defined in the Purchase Agreement.~~

~~Convertible Noncontrolling Interests~~

~~As of~~ ~~June 30, 2022~~~~, the Operating Partnership had approximately 17.0 million Operating Partnership units outstanding. Under the terms of the Third Amended and Restated Limited Partnership Agreement, Operating Partnership Unit holders~~ ~~may~~ ~~elect to exchange Operating Partnership Units for shares of the Company’s Common Stock upon completion of a liquidity event. The Operating Partnership Units outstanding as of~~ ~~June 30, 2022~~ ~~are classified as noncontrolling interests within permanent equity on our consolidated balance sheets. There were 0 outstanding convertible Operating Partnership Units as of~~ ~~June 30, 2022.~~

- 22 -

~~Table of Contents~~

~~Dividend Reinvestment Plan~~

The Dividend Reinvestment Plan (“DRIP”) allows stockholders to invest distributions in additional shares of our Common Stock, subject to certain limits. Stockholders who elect to participate in the DRIP ~~may~~ ~~choose to invest all or a portion of their cash distributions in shares of our Common Stock at a price equal to our most recent estimated value per share. On~~ ~~March 22, 2018,~~ ~~the Company suspended payment of distributions and as such there are currently~~ no ~~distributions to invest in the DRIP.~~

~~Share Repurchase Program~~

On ~~May 29, 2018,~~ the Company’s Board of Directors suspended the Share Repurchase Program, other than for hardship repurchases in connection with a shareholder’s death. Repurchase requests made in connection with the death of a stockholder were repurchased at a price per share equal to ~~100%~~ ~~of the amount the stockholder paid for each share, or once the Company had established an estimated NAV per share,~~ ~~100%~~ ~~of such amount as determined by the Company’s Board of Directors, subject to any special distributions previously made to the Company’s stockholders. On~~ ~~March 24, 2020,~~ ~~the Board of Directors suspended all repurchases, even in the case of a shareholder’s death.~~

~~Note P - Subsequent Events~~

On ~~July 5, 2022,~~ ~~VRMI merged with and into Suncrest Holdings, LLC (“Suncrest”), an entity managed by an entity majority owned and controlled by Michael Shustek, the Company’s former Chief Executive Officer. On~~ ~~July 11, 2022~~ ~~Suncrest assigned and sold~~ ~~five~~ ~~of the~~ ~~six~~ notes issued originally by VRMI to certain of the subsidiaries of the Company as described in Note I above (collectively, the “VRMI Notes”) to VRMII. As a result, the obligations of Company subsidiaries under the ~~five~~ ~~VRMI Notes, including all repayment obligations, are now owed to VRMII. All of the loans evidenced by the VRMI Notes mature and are payable in full on~~ ~~August 25, 2022.~~

On ~~July 18, 2022,~~ affiliates of MacKenzie Capital Management, LP (the “Bidder”), launched an unsolicited “mini-tender” offer for up to 103,500 shares of the Company’s Common Stok, which represents approximately 1.33% of the outstanding shares of the Company’s Common Stock, and up to 1,070 shares of the Company’s Preferred Stock, which represents 2.51% of the outstanding shares of the Company’s Preferred Stock combined, each as of ~~July 18, 2022.~~ On ~~July 29, 2022,~~ ~~the Bidder announced the extension of the offering period for the “mini-tender” offer. The Board does~~ ~~not~~ ~~endorse the Bidder’s unsolicited mini-tender offer and recommends that stockholders do~~ ~~not~~ ~~tender their shares to the Bidder.~~

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a financial review and analysis of the Company’s financial condition and results of operations for the three ~~and six~~ months ended ~~June 30, 2022~~March 31, 2023 and ~~2021.~~2022. This discussion and analysis should be read in conjunction with the accompanying ~~condensed~~ consolidated financial statements and the notes thereto and Management's Discussion and Analysis of Financial Conditions and Results of Operations in the Company’s annual report on Form 10-K for the year ended December 31, ~~2021.~~2022. As used herein, the terms ~~"we," "our"~~“we,” “our” and ~~"us"~~“us” refer to Mobile Infrastructure Corporation, and, as required by context, Mobile Infra Operating Partnership, L.P., formerly known as MVP REIT II Operating Partnership, LP, which the Company refers to as the ~~"Operating~~“Operating Partnership,"” and to their subsidiaries.

Forward-Looking Statements

Certain statements included in this quarterly report on Form 10-Q (this ~~"Quarterly Report"~~“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"~~“may,” “should,” “expect,” “could,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “potential” or the negative of such terms and other comparable terminology.

~~- 23 -~~

~~Table of Contents~~

The forward-looking statements included herein are based upon the Company’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 the Company’s control. Although the Company believes 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. Factors which could have a material adverse effect on operations and future prospects include, but are not limited to:

	●	the fact that the Company has limited history, as the Company was formed in 2015;
	●	the ability of Mobile Infrastructure Trust, a Maryland real estate investment trust (“MIT”), to consummate the initial public offering (the "MIT IPO") of its common shares of beneficial interest, $0.0001 par value per share and the Company’s ~~and MIT’s~~ ability to consummate the merger and the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement") by and between the Company and MIT, which is 100% owned by Bombe Asset Management LLC, an Ohio limited liability company owned by Mr. Chavez and Ms. Hogue (the “Merger”)complete and realize the ~~anticipated~~expected benefits of a liquidity event, including the ~~MIT IPO and~~consummation of the ~~Merger;~~proposed merger with Fifth Wall Acquisition Corporation III;

●

the ~~Company’s~~Company's ability to ~~complete a liquidity event;~~achieve positive future financial and operating performance after the proposed merger with Fifth Wall Acquisition Corporation III;

●

the Company’s ability to generate sufficient cash flows to pay distributions to the Company’s stockholders;

●

the impact on our business and those of our tenants from epidemics, pandemics or outbreaks of an illness, disease or virus (including COVID-19), including lockdowns and similar mandates;

●

the fact that the Company has experienced net losses since inception and may continue to experience additional losses;

●

changes in economic conditions generally and the real estate and debt markets specifically, including economic trends impacting parking facilities;

●

risks inherent in the real estate business, including tenant defaults, potential liability relating to environmental matters and the lack of liquidity of real estate investments;

●

competitive factors that may limit the Company’s ability to make investments or attract and retain tenants;

●

the ability of leases under our New Lease Structure (as defined below) to provide increases in same property rental revenue as compared to our prior leases;

●

the Company’s ability to attain its investment strategy or increase the value of its portfolio;

●

the loss of key personnel could have a material adverse effect upon the Company's ability to conduct and manage the ~~Company's~~Company’s business;

●

the performance of properties the Company has acquired or may acquire or loans the Company has made or may make that are secured by real property;

●

the Company’s ability to successfully integrate pending acquisitions and transactions and implement an operating strategy;

●

potential damage and costs arising from natural disasters, terrorism and other extraordinary events, including extraordinary events affecting parking facilities included in the Company’s portfolio;

●

the Company’s ability to act on its pipeline of acquisitions;

●

the availability of capital and debt financing generally, and any failure to obtain debt financing at favorable terms or a failure to satisfy the conditions, covenants and requirements of that debt;

●

changes in interest rates;

●

the Company’s ability to negotiate amendments or extensions to existing debt agreements;

●

the Company’s loss of REIT status and ability to remediate its loss of REIT status under U.S. federal income tax law;

●

potential adverse impacts from changes to the U.S. tax laws; and

●

changes to generally accepted accounting principles in the United States, or GAAP.

Any of the assumptions underlying the forward-looking statements included herein could be inaccurate, and undue reliance should not be placed upon any forward-looking statements included herein. All forward-looking statements are made as of the date of this Quarterly Report, and the risk that actual results will differ materially from the expectations expressed herein will increase with the passage of time. Except as otherwise required by the federal securities laws, the Company undertakes no obligation to publicly update or revise any forward – looking statements made after the date of this Quarterly Report, whether as a result of new information, future events, changed circumstances or any other reason. In light of the significant uncertainties inherent in the forward – looking statements included in this Quarterly Report, the inclusion of such forward-looking statements should not be regarded as a representation by us or any other person that the objectives and plans set forth in this Quarterly Report will be achieved.

- 2416 -

Table of Contents

Overview

The Company focuses on acquiring, owning and leasing parking facilities and related infrastructure, including parking lots, parking garages and other parking structures throughout the United States. The Company targets both parking garage and surface lot properties primarily in top 50 U.S. Metropolitan Statistical Areas ~~("MSAs"~~(“MSAs”), 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, 2022,~~March 31, 2023, the ~~Compan~~Company y owned 4543 parking facilities in 2321 separate markets throughout the United States, with a total of ~~15,818~~15,676 parking spaces and approximately ~~5.5~~5.4 million square feet. ~~As of June 30, 2022, the~~The Company also ~~owned~~owns approximately 0.2 ~~million~~million square feet of retail/commercial space adjacent to its parking facilities. ~~The Company owns substantially all of its assets and conducts its operations through the Operating Partnership.~~

Management of the Company has been focused on the undertaking of four strategic objectives to reposition the Company for its next phase of growth and a potential liquidity event. The Company converted all management contracts back to leases under the New Lease Structure effective as of January 1, 2022, so that the Company once again has qualifying income from a REIT-test perspective beginning in 2022. The second objective was to focus on the balance sheet and the Company’s upcoming debt maturities. During the first quarter, the Company extended maturities and refinanced 2022 maturitiesMerger with a facility from KeyBank, which greatly improved the cost of interest on that debt. Management’s third objective was to focus heavily on the performance of each asset, working with the operators to create a business plan for each asset to improve cash flow and rental income to the Company. Those business plans were finalized in the first quarter of 2022 and are currently being implemented with our tenant-operators. The Company anticipates that asset-level performance will continue to improve through 2022. Finally, management continues to focus on the fourth objective which is the remediation of REIT status for the Company and evaluating options for a potential liquidity event, including a potential listing on a national securities exchange.Fifth Wall Acquisition Corp. III

On ~~May 27,~~December 13, 2022, the Company and ~~MIT~~Fifth Wall Acquisition Corp. III (“FWAC”), a special purpose acquisition company sponsored by Fifth Wall Acquisition Sponsor III LLC ("Fifth Wall"), entered into a definitive merger agreement, which was subsequently amended by the First Amendment to Agreement and Plan of Merger dated March 23, 2023 (the “Merger Agreement”). Upon closing of the merger (the “Merger”), FWAC will be the surviving entity and will be renamed “Mobile Infrastructure Corporation”. The combined company following the Merger (“New MIC”) expects to be publicly traded on the New York Stock Exchange under the ticker “BEEP.” Following the steps of the Merger as provided in the Merger Agreement:

●

each then issued and outstanding Class A Share of FWAC will convert, on a one-for-one basis, into one share of New MIC common stock;

●

each then issued and outstanding share of the Company’s common stock will convert, on a one-to-1.5 basis, into one share of New MIC common stock;

●

Additionally, in connection with the execution of the Merger Agreement, FWAC entered into subscription agreements with an initial PIPE investor (the “Initial PIPE Investor”), pursuant to which the Initial PIPE Investor agreed to purchase from New MIC, prior to or substantially concurrently with the closing of the Merger, $10 million of common stock, par value $0.0001 per share, of New MIC (the “New MIC Common Stock”) at $10.00 per 1.2 shares. The Initial PIPE Investor is controlled by Jeffrey Osher, a member of the ~~effective time,~~Company’s Board of Directors and a control person of HS3.

The Merger Agreement also contemplates other PIPE investments through the entry into one or more additional subscription agreements with one or more investors to purchase Class A Shares of FWAC, New MIC Common Stock, New MIC preferred stock or convertible notes of New MIC.

Pursuant to the Merger, the Operating Partnership will convert from a Maryland limited partnership to a Delaware limited liability company (the “Operating Company”). As a limited liability company, the Operating Company will continue to be treated as a partnership and a disregarded entity for tax and accounting purposes. Following the conversion, the Company will ~~merge with and into MIT, with MIT continuing as~~be a member of the ~~surviving entity resulting from the merger. The merger~~Operating Company and the ~~transactions contemplated~~Operating Company will be managed by a board consisting of board members, one appointed by the ~~Merger Agreement~~Company and one appointed by the other members of the Operating Company.

During the three months ended March 31, 2023 and the year ended December 31, 2022, the Company incurred costs of approximately $1.9 million and $2.1 million, respectively, associated with the Merger. These costs are ~~referred to herein collectively~~being accounted for as ~~the "Merger." See Note A -~~deferred offering costs in accordance with FASB ASC Topic 340, ~~Organization~~Other Assets and ~~Business Operations~~Deferred Costs in ~~Part I, Item 1 -~~ ~~Notes to the Condensed~~and are reflected within deferred offering costs on our Consolidated ~~Financial Statements~~ ~~of this Quarterly Report for further information regarding the Merger.~~Balance Sheets.

Objectives

The Company closed on the Transaction on August 25, 2021, which resulted in a new management team. In addition, as of December 3, 2021, Ms. Hogue was appointed Interim Chief Financial Officer of the Company. Over the next twelve months, management of the Company will be focused predominantly on the ~~following:~~following strategic objectives:

	•	~~Identifying paths for remediation~~Completing the Merger with FWAC and attracting a number of ~~REIT status, which is desirable as~~PIPE investors in order to provide the Company ~~moves towards a potential liquidity event;~~scale and capacity for growth;
	•	Working with ~~the~~ third-party operators to optimize the performance of the ~~Company's~~Company’s parking facilities and other assets to move towards cash flow positivity;
	•	Reducing corporate overhead to move the Company towards profitability;
	•	Pursuing options for refinancing near-term debt maturities; and
	•	~~Pursuing options~~Continuing to identify paths for ~~refinancing the near-term debt maturities.~~remediation of REIT status.

~~- 25 -~~

~~Table~~

Management of ~~Contents~~

~~The Company’s strategic plan includes pursuing acquisitions as well as a potential liquidity event, which may include a potential listing event or other alternatives intended to provide~~ the Company ~~scale and capacity~~has continued to ~~grow beyond its current asset base.~~

~~Since the Closing, our new management team has been working~~work closely with our tenants to evaluate capital requirements of the assets, with a view to understanding current and future demand drivers of those assets. The Company has been implementing ~~the recently contributed~~its proprietary technology which ~~will provide~~provides real-time information on the performance of assets. ~~Going forward under~~Under the New Lease Structure, ~~(as defined below),~~ the Company ~~is involved with~~has funded capital expenditures related to upgrades and optimization of our parking facilities, including but not limited to gate arm systems, lighting, and large capital improvements to structure and concrete. We expect to maintain an active dialogue with our tenants for the betterment of the Company’s portfolio.

- 17 -

Table of Contents

Investment Strategy & Criteria

~~Because of the~~The Company’s management ~~team’s~~team has a long experience in the parking industry, the ~~new management team~~Company often receives off-market calls for parking facilities that are not yet being marketed for sale, as well as have early notices on properties just getting ready to be marketed. As such, the Company has a pipeline of acquisitions that is both bespoke and actionable, that the Company believes are off-market and largely unavailable to our competitors. The Company intends to continue to consolidate the industry through acquisitions, partnering with both owners and ~~operator~~ tenants, to create a meaningful pipeline and scale.

The Company’s investment strategy has historically focused primarily on acquiring, owning and leasing parking facilities, including parking lots, parking garages and other parking structures throughout the United States. The Company has historically focused primarily on investing in income-producing parking lots and garages with air rights in MSAs. In expanding the Company’s portfolio, the Company will seek geographically diverse investments that address multiple key demand drivers and demonstrate consistent consumer use that are expected to generate ~~positive~~ cash flows and provide greater predictability during periods of economic uncertainty. Such targeted investments include, but are not limited to, parking facilities near one or more of the following key demand drivers:

	•	Commerce
	•	Events and venues
	•	Government and institutions
	•	Hospitality
	•	Multifamily central business districts

The Company generally targets parking facilities that are near multiple key demand drivers so as not to be solely reliant on a single source of income. Parking garages in downtown cores constitute a large portion of the Company’s parking facilities as they serve multiple key demand drivers.

As a result of the COVID-19 pandemic, such key demand drivers have been and are expected to be diminished for an indeterminate period of time with an uneven return to downtown cores across our properties. Many state and local governments have restricted public gatherings, which has in some cases eliminated or severely reduced the demand for parking.

The Company works closely with our current tenants to understand the return to each individual market, both as the Company considers the key demand drivers of the Company’s current assets, as well as new assets that the Company may consider acquiring as part of our investment strategy. The ~~Company's~~Company’s deep relationships with key tenants help facilitate collaboration with respect to our portfolio.

The Company is focused on acquiring properties that are expected to generate ~~positive~~ cash flow, located in populated MSAs and expected to produce income within 12 months of the properties’ acquisition. The Company intends to acquire under-managed parking facilities and collaborate with its tenants to implement a tailored, value-add approach that includes fostering the implementation of identified value levers and mitigating risk exposure, while fostering local business relationships to derive market knowledge and connectivity.

In the event of a future acquisition of properties, the Company would expect the foregoing criteria to serve as guidelines; however, management and the Company’s Board of Directors may vary from these guidelines to acquire properties which they believe represent value or growth opportunities.

The Company’s investments are subject to various federal, state, local and foreign laws, ordinances and regulations, including, among other things, zoning regulations, land use controls, environmental controls relating to air and water quality, noise pollution and indirect environmental impacts such as increased motor vehicle activity. The Company has obtained or intends to obtain all permits and approvals necessary under current law to operate its investments.

~~- 26 -~~

~~Table of Contents~~

~~The~~ Company cannot assure you that the Company will attain investment objectives or that the value of the Company’s assets will not decrease. The Company’s Board of Directors ~~reviews~~utilizes the ~~Company’s~~ investment policies ~~at least annually~~ to ~~determine whether the Company's~~ensure investment ~~policies continue to be~~decisions are in the best interests of the Company’s stockholders.

~~See Note A -~~ ~~Organization and Business Operations~~ in ~~Part I, Item 1 -~~ ~~Notes to the Condensed Consolidated Financial Statements~~ ~~of this Quarterly Report for information on the Company's recapitalization.~~

Trends and Other Factors Affecting Our Business

Various trends and other factors affect or have affected the Company's operating results, including:

The COVID-19 Pandemic

The ~~ongoing~~ COVID-19 pandemic has significantly adversely impacted global economic activity, contributing to significant volatility. The return to normalized movement ~~within and between states and cities~~ is relatively uneven among markets and industries, which has impacted the performance of our assets, as many of the Company’s properties are located in urban centers, near government buildings, entertainment centers, or hotels. While the employment level in the United States has nearly returned to 2019 levels, many companies continue to deploy a work-from-home or hybrid remote strategy for employees. We anticipate that a hybrid work structure for traditional central business district office workers will be the normalized state going-forward. This has impacted the performance of many of our assets that have office exposure and underscores the importance of a multi-key demand driver strategy in repositioning current and/or acquiring new assets. During 2020 and 2021, many state and local governments restricted public gatherings and implemented social distancing measures, which has, in some cases, eliminated or severely reduced the demand for parking. ~~State governments and other authorities~~Governments have ~~been increasingly lifting~~now lifted or ~~modifying some~~modified most of these measures, which ~~will~~should continue to encourage greater movement around and between cities. Should ~~COVID-19~~public health restrictions be reinstated due to COVID-19 or any future pandemic, the Company’s rental revenue may continue to be adversely affected ~~by the COVID-19 pandemic~~ and may be further materially adversely affected to the extent that economic conditions result in the elimination of jobs or the migration of jobs from the urban centers where the Company’s parking facilities are situated to other locations. In particular, a majority of the Company’s property leases call for additional percentage rent, which will be adversely impacted by a decline in the demand for parking. However, we see increasing demand for multi-use assets that have exposure to entertainment and sporting venues or have exposure to driving travel through hotel relationships. As restrictions continue to lift across the United States, we anticipate a return to normal, in particular a return to driving vacations, which may positively impact the longer-term outlook of central business districts.

- 18 -

Table of Contents

The COVID-19 pandemic has had, and may continue to have, a material adverse effect on the ~~Company's~~Company’s business, financial condition, results of operations, cash flows, liquidity and ability to satisfy debt service obligations, and its duration and ultimate lasting impact is unknown. The ~~Company's~~Company’s business, financial condition, results of operations, cash flows, liquidity and ability to satisfy debt service obligations may continue to be negatively impacted as a result of the COVID-19 pandemic and may remain at depressed levels compared to pre-COVID-19 pandemic levels for an extended period.

The Company's 2020 and 2021 annual financial results were more severely impacted by the COVID-19 pandemic in comparison with the financial results during the first six months of 2022. In response to the COVID-19 pandemic, the Company entered into certain lease amendments and new lease agreements with tenants and operators during 2020. Under these lease amendments and agreements, the tenants operated parking facilities on the Company's behalf and paid their operating expenses from gross parking revenue and was required to remit an agreed upon percentage of the remainder to the Company instead of base rent payments. Revenues from these properties were recorded as management income, which did not constitute qualifying REIT income for purposes of the annual REIT gross income tests, and, as a result, the Company was not in compliance with the annual REIT income tests for its taxable year ended December 31, 2020. Accordingly, the Company did not qualify as a REIT in 2020 and has been taxed as a C corporation beginning with its taxable year ended December 31, 2020. The Company converted these lease amendments and new lease agreements to the New Lease Structure as defined below, and ~~does not expect to recognize any management income from the New Lease Structure described below going forward.~~

~~- 27 -~~

~~Table of Contents~~

~~Fuel Prices~~

Increased fuel prices may adversely affect the Company's operating environment and costs. Fuel prices have a direct impact on the ability and frequency of consumers to engage in activities related to transportation. Increases in the price of fuel may result in higher transportation costs and adversely affect consumer use at the Company's parking garages. Increases in fuel costs also can lead to other non-recoverable, direct expense increases to the Company through, for example, increased costs of energy. Increases in energy costs for the Company's tenants are typically recovered from lessees, although the Company's share of energy costs increases as a result of lower occupancies, and higher operating cost reimbursements impact the ability to increase underlying rents. Rising fuel prices also may increase the cost of construction and the cost of materials that are petroleum-based, thus affecting the development of the Company's existing assets or tenants' ongoing development projects.

The Company's 2020 and 2021 annual financial results and the financial results for the six months ended June 30, 2022 were not impacted by the recent increase in fuel prices in the United States. The Company cannot predict the extent and duration of the increase in fuel prices or its economic impact. Further, the extent and strength of any economic recovery, and/or when fuel prices decline is uncertain and subject to various factors and conditions. As a result, the Company's results of operations and balance sheets may not be indicative of future operating results or of its future financial condition.

Results of Operations for the three months ended ~~June 30, 2022,~~March 31, 2023, compared to the three months ended ~~June 30, 2021.~~March 31, 2022 (dollars in thousands):

	For the Three Months Ended June 30,										For the Three Months Ended March 31,
	2022		2021		$ Change			% Change			2023		2022		$ Change			% Change
Revenues
Base rent income	$	2,122,000	$	3,062,000	$	(940,000	)		(30.7	)%
Base rental income											$	2,080	$	1,931	$	149			7.7	%
Management income		427,000		663,000		(236,000	)		(35.6	)%		—		427		(427	)		(100.0	)%
Percentage rent income		4,856,000		93,000		4,763,000			5121.5	%
Percentage rental income												5,023		4,456		567			12.7	%
Total revenues	$	7,405,000	$	3,818,000	$	3,587,000			93.9	%	$	7,103	$	6,814	$	289			4.2	%

~~Total Revenues~~Base rental income

The ~~$3,587,000~~ increase in ~~revenues~~base rental income for the three months ended ~~June 30,~~March 31, 2023 compared to the same period in 2022 ~~which includes reimbursement revenue,~~ is due primarily ~~attributable~~ to ~~(1) an aggregate increase~~the acquisition of one parking asset in ~~base rent income and percentage rent income of $307,000 and $1,886,000, respectively, related to five parking facilities acquired~~Oklahoma City in ~~the third and fourth quarters of 2021 and one property acquired during~~ the second quarter of 2022 and ~~(2) a decrease in base rent income and management income and~~ an ~~offsetting~~ increase ~~in percentage rent income as a result~~ of ~~the New Lease Structure, as defined below.~~tenant reimbursements.

In 2021, the Company began amending certain leases to the New Lease Structure. Under this structure, tenants pay a base rent (typically $500 - $1,000 per month) and percentage rent equal to a designated percentage, typically ninety percent (90%), of the amount by which gross revenues at the property during any lease year exceed a negotiated base amount. The Company negotiates base rent, percentage rent, and the base amount used in the calculation of percentage rent based on economic factors applicable to the particular parking facility and geographic market. Under the New Lease Structure, the majority of the revenue earned is variable in nature and classified as percentage rent, whereas under the previous lease and management agreements in effect during 2021, the majority of revenue was classified as either base rent or management income. As of June 30, 2021, there were 15 properties on property management agreements that are now under the New Lease Structure resulting in monthly base rent and percentage rent in lieu of management income. As of June 30, 2022, 30 of the Company's leases, or 66.7%, are structured under the New Lease Structure.Management income

~~- 28 -~~

~~Table of Contents~~

The management income for the three months ended ~~June 30,~~March 31, 2022 is attributable to operator collections for a management agreement that was converted into the New Lease Structure at the beginning of 2022.

For the Three Months Ended June 30,

2022

2021

$ Change

% Change

Operating expenses

Property taxes
$ 1,844,000 $ 1,173,000 $ 671,000 57.2 %
Property operating expense
731,000 274,000 457,000 166.8 %
General and administrative
1,882,000 1,428,000 454,000 31.8 %
Professional fees
532,000 56,000 476,000 850.0 %
Organizational and offering costs
1,567,000 — 1,567,000 100.0 %
Depreciation and amortization expenses
2,021,000 1,258,000 763,000 60.7 %
Total operating expenses
$ 8,577,000 $ 4,189,000 $ 4,388,000 104.8 %
~~Property taxes~~Percentage rental income

The ~~$671,000~~$0.6 million increase in ~~property taxes during the three months ended~~ ~~June 30, 2022~~ ~~compared to June 30, 2021~~percentage rent income is ~~attributable~~due primarily to (1) ~~approximately $664,000~~a $0.2 million increase related to ~~new acquisitions, including the five properties acquired during the third and fourth quarters of 2021 and~~ one property acquired during the second quarter of 2022 and (2) ~~the New Lease Structure, which increased the property tax burden on the Company as it is solely responsible~~demand for ~~the property tax payments under the New Lease Structure.~~event parking, specifically in markets with sporting events, theatres, festivals, and other gatherings. This demand positively affects several of our properties in Chicago, Cincinnati and Denver and was partially offset by lower revenues from contract parking in Detroit.

~~See Note D –~~ ~~Acquisitions and Dispositions of Investments in Real Estate~~ ~~in Part I, Item 1–~~~~Notes to the Condensed Consolidated Financial Statements~~ ~~of this Quarterly Report for additional information.~~

For the Three Months Ended March 31,

2023

2022

$ Change

% Change

Operating expenses

Property taxes
$ 1,756 $ 1,631 $ 125 7.6 %
Property operating expense
518 853 (335 ) (39.3 )%
Interest expense
3,599 2,457 1,143 46.5 %
General and administrative
2,620 1,515 1,104 72.9 %
Professional fees
469 574 (105 ) (18.4 )%
Organizational, offering and other costs
33 893 (860 ) (96.3 )%
Depreciation and amortization expenses
2,126 2,010 116 5.8 %
Total operating expenses
$ 11,121 $ 9,933 $ 1,188 12.0 %

Property ~~operating expense~~taxes

The ~~$457,000~~$0.1 million increase in property ~~operating expense~~taxes during the three months ended March 31~~June 30, 2022~~, 2023 compared to ~~June 30, 2021~~March 31, 2022 is attributable primarily to ~~increased insurance, professional services related to engineering surveys and other operating expenses attributable to~~changes in estimated property tax assessments recognized in the ~~five properties acquired during the third and fourth quarters of 2021 and one property acquired during the second~~first quarter of 2022.

~~See Note D –~~ ~~Acquisitions and Dispositions of Investments in Real Estate~~ ~~in Part I, Item 1–~~~~Notes to the Condensed Consolidated Financial Statements~~ ~~of this Quarterly Report for additional information.~~
- 2919 -
Table of Contents

Property operating expense
The $0.3 million decrease in property operating expense during the three months ended March 31, 2023 compared to March 31, 2022 is attributable primarily to lower professional services related to engineering surveys, legal fees, and insurance costs.
Interest expense
The increase in interest expense of approximately $1.1 million during the three months ended March 31, 2023 compared to the same period in the prior year is primarily attributable to (1) $1.6 million of first quarter 2023 interest expense on the Company’s Revolving Credit Facility (which includes $0.2 million of non-cash fee amortization), partially offset by the repayment of $56.1 million of mortgage loans during the second quarter of 2022.
General and administrative

The ~~$454,000~~$1.1 million increase in general and administrative expenses during the three months ended March 31~~June 30, 2022~~, 2023 compared to ~~June 30, 2021~~March 31, 2022 is primarily attributable to ~~an increase in payroll and related expenses of approximately $197,000,~~non-cash compensation ~~costs~~cost for ~~the~~ performance units granted on May 27, 2022 and certain executive LTIP Units granted on February 28, 2023 of ~~$391,000 and an increase in travel and other office related expenses of $180,000. This~~approximately $1.4 million which was partially offset by a decrease in ~~corporate directors~~payroll and ~~officers insurance of $280,000.~~travel related costs.

Professional fees

Professional fees ~~increased~~decreased by approximately ~~$476,000~~$0.1 million during the three months ended ~~June 30, 2022~~March 31, 2023 compared to ~~June 30, 2021.~~March 31, 2022. The ~~increase~~decrease was primarily ~~due~~attributable to lower utilization of professional services firms including consulting, advisory and legal service providers.
Organizational, offering and other costs
On May 27, 2022, the Company entered into an ~~increase~~Agreement and Plan of Merger (the “MIT Merger Agreement”) by and between the Company and Mobile Infrastructure Trust, a Maryland real estate investment trust (“MIT”). Pursuant to the terms of the MIT Merger Agreement, the Company would merge with and into MIT, with MIT continuing as the surviving entity resulting from the transaction. Prior to and as a condition to the merger with MIT, MIT expected to undertake an initial public offering of its common shares of beneficial interest. Also, in ~~consulting~~March 2022, the Company had entered into an agreement with MIT, requiring the Company to be allocated, bear and ~~accounting fees~~(where practicable) pay directly certain costs and expenses related to the merger with MIT. In connection with the execution of ~~approximately $436,000 for~~the Merger Agreement with FWAC, the MIT Merger Agreement and the cost allocation agreement with MIT were terminated.
The $0.9 million decrease in organizational, offering and other costs during the three months ended ~~June 30, 2022~~March 31, 2023 compared to March 31, 2022 is due to the ~~same period in~~termination of the ~~prior year.~~
~~Organizational~~MIT Merger Agreement and ~~offering costs~~
~~During the three months ended June 30, 2022, the Company incurred approximately $1.6 million in organizational and offering costs in connection with the Merger~~other transactions primarily attributable to legal and accounting fees.

Depreciation and amortization expenses

The ~~$763,000~~$0.1 million increase in depreciation and amortization expenses during the three months ended March 31~~June 30, 2022~~, 2023 compared to ~~June 30, 2021~~March 31, 2022 is due to ~~the five properties acquired during the third and fourth quarters of 2021,~~ the one property acquired during the second quarter of ~~2022, and the $4.0 million of technology acquired as a result of the Transaction.~~2022.

~~See Note D –~~ ~~Acquisitions and Dispositions of Investments in Real Estate~~ ~~in Part I, Item 1–~~~~Notes to the Condensed Consolidated Financial Statements~~ ~~of this Quarterly Report for additional information.~~

For the Three Months Ended June 30,

2022

2021

$ Change

% Change

Other income (expense)

Interest expense
$ (3,168,000 ) $ (2,092,000 ) $ (1,076,000 ) 51.4 %
PPP loan forgiveness
328,000 348,000 (20,000 ) (5.7 )%
Other income
15,000 — 15,000 100.0 %
Total other expense
$ (2,825,000 ) $ (1,744,000 ) $ (1,081,000 ) 62.0 %
~~Interest expense~~
~~The increase in interest expense of approximately $1.1 million during the three months ended~~ ~~June 30, 2022~~ compared to the same period in the prior year is primarily attributable to (1) the new loans assumed as part of the Transaction, (2) a previously unencumbered property included in the Credit Facility and (3) the acquisition of a new garage in the second quarter of 2022 financed under the Credit Facility. Total loan amortization cost for the three months ended ~~June 30, 2022~~ ~~and~~ ~~2021, was approximately $134,000 and $72,000, respectively.~~ ~~Total line of credit amortization costs for the three months ended June 30, 2022 was approximately $452,000.~~
See Note I – Notes Payable and Paycheck Protection Program Loan and Note D – Acquisitions and Dispositions of Investments in Real Estate in Part I, Item 1- Notes to the Condensed Consolidated Financial Statements of this Quarterly Report for additional information.

For the Three Months Ended March 31,

2023

2022

$ Change

% Change

Other income (expense)

Gain on sale of real estate
660 — 660 100.0 %
Other income
15 61 (46 ) (75.4 )%
Total other expense
$ 675 $ 61 $ 614 1006.8 %

~~PPP loan forgiveness~~Gain on sale of real estate

~~During May 2021,~~On February 28, 2023, the Company sold a parking lot located in Wildwood, New Jersey for $1.5 million, resulting in a gain on sale of real estate of approximately $0.7 million. The Company received ~~notification from~~net proceeds of approximately $0.3 million after the ~~Small Business Administration ("SBA") stating that~~repayment of the ~~first round paycheck protection program~~outstanding mortgage loan, ~~was forgiven in full in the amount of $348,000.~~interest and transaction costs.

- 3020 -
Table of Contents
~~During April 2022, the Company received notification from the SBA stating that the second round paycheck protection program loan was forgiven in full in the amount of $328,000.~~
~~Results of Operations for the six months ended June 30, 2022, compared to the six months ended June 30, 2021.~~

For the Six Months Ended June 30,

2022

2021

$ Change

% Change

Revenues

Base rent income
$ 4,173,000 $ 6,285,000 $ (2,112,000 ) (33.6 )%
Management income
427,000 1,004,000 (577,000 ) (57.5 )%
Percentage rent income
9,185,000 240,000 8,945,000 3727.1 %
Total revenues
$ 13,785,000 $ 7,529,000 $ 6,256,000 83.1 %
~~Total Revenues~~
The $6,256,000 increase in revenues for the six months ended June 30, 2022, which includes reimbursement revenue, is primarily attributable to (1) an aggregate increase in base rent income and percentage rent income of $596,000 and $3,282,000, respectively, related to five parking facilities acquired in the third and fourth quarters of 2021 and one property acquired during the second quarter of 2022 and (2) a decrease in base rent income and management income and an offsetting increase in percentage rent income as a result of the New Lease Structure.
In 2021, the Company began amending certain leases to the New Lease Structure. Under this structure, tenants pay a base rent (typically $500 - $1,000 per month) and percentage rent equal to a designated percentage, typically ninety percent (90%), of the amount by which gross revenues at the property during any lease year exceed a negotiated base amount. The Company negotiates base rent, percentage rent, and the base amount used in the calculation of percentage rent based on economic factors applicable to the particular parking facility and geographic market. Under the New Lease Structure, the majority of the revenue earned is variable in nature and classified as percentage rent, whereas under the previous lease and management agreements in effect during 2021, the majority of revenue was classified as either base rent or management income. As of June 30, 2021, there were 15 properties on property management agreements that are now under the New Lease Structure resulting in monthly base rent and percentage rent in lieu of management income. As of June 30, 2022, 30 of the Company's leases, or 66.7%, are structured under the New Lease Structure.
The management income for the three months ended June 30, 2022 is attributable to operator collections for a management agreement that was converted into the New Lease Structure at the beginning of 2022.

For the Six Months Ended June 30,

2022

2021

$ Change

% Change

Operating expenses

Property taxes
$ 3,680,000 $ 2,302,000 $ 1,378,000 59.9 %
Property operating expense
1,568,000 556,000 1,012,000 182.0 %
General and administrative
3,388,000 2,860,000 528,000 18.5 %
Professional fees
1,562,000 1,830,000 (268,000 ) (14.6 )%
Organizational and offering costs
2,525,000 — 2,525,000 100.0 %
Depreciation and amortization expenses
3,988,000 2,516,000 1,472,000 58.5 %
Total operating expenses
$ 16,711,000 $ 10,064,000 $ 6,647,000 66.0 %
~~Property taxes~~
~~The $1,378,000 increase in property taxes during the six months ended June 30, 2022 compared to June 30, 2021 is attributable primarily to~~ (1) approximately $1,320,000 related to new acquisitions, including the five properties acquired during the third and fourth quarters of 2021 and one property acquired during the second quarter of 2022 and (2) the New Lease Structure, which increased the property tax burden on the Company as it is solely responsible for the property tax payments under the New Lease Structure.
~~See Note D –~~ ~~Acquisitions and Dispositions of Investments in Real Estate~~ ~~in Part I, Item 1–~~~~Notes to the Condensed Consolidated Financial Statements~~ ~~of this Quarterly Report for additional information.~~
~~- 31 -~~

~~Table of Contents~~
~~Property operating expense~~
The $1,012,000 increase in property operating expense during the six months ended June 30, 2022 compared to June 30, 2021 is attributable primarily to increased insurance, professional services related to engineering surveys and other operating expenses attributable to the five properties acquired during the third and fourth quarters of 2021 and one property acquired during the second quarter of 2022.
~~See Note D –~~ ~~Acquisitions and Dispositions of Investments in Real Estate~~ ~~in Part I, Item 1–~~~~Notes to the Condensed Consolidated Financial Statements~~ ~~of this Quarterly Report for additional information.~~
~~General and administrative~~
The $528,000 increase in general and administrative expenses during the six months ended June 30, 2022 compared to June 30, 2021 is primarily attributable to an increase in payroll and related expenses of approximately $393,000, compensation costs for the performance units granted on May 27, 2022 of $391,000, and an increase in travel and other office related expenses of $379,000. This was partially offset by a decrease in corporate directors and officers insurance of $566,000 and a related refund of $50,000.
~~Professional fees~~
Professional fees decreased approximately $268,000 during the six months ended June 30, 2022 compared to June 30, 2021. The decrease was primarily due to the settlement of previously disclosed legal investigations. This was offset by an increase in consulting and accounting fees for the six months ended June 30, 2022 compared to the same period in the prior year.
~~See Note C — Commitments and Contingencies in Part I, Item 1- Notes to the Condensed Consolidated Financial Statements of this Quarterly Report for additional information.~~
~~Organizational and offering costs~~
During the six months ended June 30, 2022, the Company incurred approximately $2.5 million in organizational and offering costs in connection with the Merger primarily attributable to legal and accounting fees.
~~Depreciation and amortization expenses~~
The $1,472,000 increase in depreciation and amortization expenses during the six months ended June 30, 2022 compared to June 30, 2021 is primarily due to the five properties acquired during the third and fourth quarters of 2021, one property acquired during the second quarter of 2022, and the $4.0 million of technology acquired as a result of the Transaction.
~~See Note D –~~ ~~Acquisitions and Dispositions of Investments in Real Estate~~ ~~in Part I, Item 1–~~~~Notes to the Condensed Consolidated Financial Statements~~ ~~of this Quarterly Report for additional information.~~

For the Six Months Ended June 30,

2022

2021

$ Change

% Change

Other income (expense)

Interest expense
$ (5,707,000 ) $ (4,296,000 ) $ (1,411,000 ) 32.8 %
Other income
30,000 — 30,000 100.0 %
PPP loan forgiveness
328,000 348,000 (20,000 ) (5.7 )%
Total other expense
$ (5,349,000 ) $ (3,948,000 ) $ (1,401,000 ) 35.5 %
~~Interest expense~~
The increase in interest expense of approximately $1.4 million during the six months ended June 30, 2022 compared to the same period in the prior year is primarily attributable to (1) the new loans assumed as part of the Transaction, (2) a previously unencumbered property included in the Credit Facility and (3) the acquisition of a new garage in the second quarter of 2022 financed under the Credit Facility. Total notes payable amortization costs for the six months ended June 30, 2022 and 2021, was approximately $234,000 and $149,000, respectively. Total line of credit amortization costs for the six months ended June 30, 2022 was approximately $452,000.
~~See Note I –~~ ~~Notes Payable and Paycheck Protection Program Loan~~ ~~and Note D –~~ ~~Acquisitions and Dispositions of Investments in Real Estate~~ ~~in Part I, Item 1-~~ ~~Notes to the Condensed Consolidated Financial Statements~~ ~~of this Quarterly Report for additional information.~~
~~- 32 -~~

~~Table of Contents~~
~~PPP loan forgiveness~~
~~During May 2021, the Company received notification from the SBA stating that the first round paycheck protection program loan was forgiven in full in the amount of $348,000.~~
~~During April 2022, the Company received notification from the SBA stating that the second round paycheck protection program loan was forgiven in full in the amount of $328,000.~~

Liquidity and Capital Resources

Effective March 29, 2022, the Company secured a $75.0 million ~~loan~~Revolving Credit Facility with a $75.0 million accordion feature (the ~~“Credit~~“Revolving Credit Facility”) with KeyBanc Capital Markets, as lead arranger, and KeyBank National Association, as administrative agent. ~~The initial~~During the second quarter of 2022, the Company drew on $73.7 million of the available $75.0 million ~~will be used for~~to pay off the outstanding balances of near-term debt maturities ~~in 2022, whereas~~as well as fund the acquisition of one parking asset. The $75.0 million accordion feature of the Revolving Credit Facility can be utilized for acquisitions, capital expenditures and other working capital requirements. ~~This refinancing significantly reduced cash paid for interest payments, thus improving our cash position, as well as provided flexibility for working capital and growth via acquisitions.~~

The Company’s principal source of funds to meet our operating expenses, pay debt service obligations and make distributions to our stockholders will be ~~rents~~rental income from tenants at the Company’s parking facilities. Although the Company has no present intention to do so, the Company also may sell properties that the Company owns or place mortgages on properties that the Company owns to raise capital.

The Company has ~~no commercial paper outstanding, nor have we~~not entered into any swaps or hedges.

The Company’s short-term and long-term liquidity needs will consist primarily of funds necessary for payments of indebtedness, acquisitions of assets, ~~development of properties,~~capital expenditures, and costs associated with the Merger. Existing capital ~~expenditures. Existing development~~expenditure activities expected to be completed in the near-term for general deferred maintenance are expected to cost ~~approximately~~ $~~2.5~~approximately $1.8 million.

Sources and Uses of Cash

The following table summarizes our cash flows for the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021:~~(dollars in thousands):

For the Six Months Ended June 30,

2022

2021

Net cash provided by (used in) operating activities
$ 1,264,000 $ (2,080,000 )
Net cash used in investing activities
$ (18,874,000 ) $ —
Net cash provided by financing activities
$ 14,894,000 $ 1,104,000

For the Three Months Ended March 31,

2023

2022

Net cash (used in) operating activities
$ (3,063 ) $ (1,030 )
Net cash provided by (used in) investing activities
$ 1,228 $ (132 )
Net cash (used in) financing activities
$ (2,069 ) $ (1,288 )

Comparison of the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 to the ~~six~~three months ended ~~June 30, 2021:~~March 31, 2022:
The Company’s cash and cash equivalents and restricted cash were approximately $14.0 million as of June 30, 2022, which was an increase of approximately $7.1 million from the balance of $6.9 million as of June 30, 2021.
~~- 33 -~~

~~Table of Contents~~

Cash flows from operating activities

~~Net~~The cash ~~provided by operating activities during the~~ ~~six months ended June 30, 2022~~ ~~was approximately $1.3 million, compared to approximately $2.1 million~~ used in operating activities for the ~~six~~three months ended ~~June 30, 2021. The increase in cash provided by operating activities~~March 31, 2023 was primarily attributable to a $0.3 million increase in revenue and $0.3 decrease in property operating expenses (partially offset by an increase of $0.1 million in property taxes), an increase in ~~accounts payable resulting from increased organizational~~cash paid for interest, real estate tax payments due earlier in the year and ~~offering costs related to~~payment of certain general and administrative and professional fees that were accrued for in the ~~Merger.~~fourth quarter of 2022.

Cash flows from investing activities

~~Net~~The cash ~~used in investing activities for the~~ ~~six months ended June 30, 2022~~ was approximately $18.9 million primarily attributable to the purchase of an additional real estate investment in the second quarter of 2022 as well as additions to building improvements and intangible assets. There was no cash used in or provided by investing activities during the ~~six~~three months ended ~~June 30, 2021~~.March 31, 2023 was primarily attributable to proceeds from the sale of one parking asset in February 2023. The cash used in investing activities during the three months ended March 31, 2022 was primarily attributable to routine and strategic capital expenditures.

Cash flows from financing activities

~~Net~~The cash ~~provided by~~used in financing activities ~~for~~during the ~~six~~three months ended ~~June 30, 2022~~ ~~was approximately $14.9 million compared to approximately $1.1 million for the~~ ~~six~~ ~~months ended~~ ~~June 30, 2021. The increase in cash provided by financing activities~~March 31, 2023 was primarily attributable to ~~proceeds from~~principal payments on mortgage loans, including $1.0 million for the ~~Credit Facility of $73.7 million, including $17.6 million which was~~one parking asset sold in February 2023, as well as distribution payments to non-controlling interest holders in MVP St. Louis Cardinal Lot, DST. The cash used in ~~the acquisition of one property~~financing activities during the ~~second quarter of 2022. This~~three months ended March 31, 2022 was ~~partially offset by the repayment of $55.1 million of notes payable~~primarily attributable to principal payments on mortgage loans and ~~an increase in~~ loan fees ~~resulting from~~on the Revolving Credit ~~Facility during the~~ ~~six~~ ~~months ended June 30, 2021.~~Facility.
- 21 -
Table of Contents

Company Indebtedness

On March 29, 2022, the Company entered into the Credit Agreement which includes the Revolving Credit Facility. ~~The initial $75.0~~During 2022, the Company used $73.7 million ~~has been used~~of available capacity to refinance certain of the Company’s current loans for various properties and ~~will~~to finance the acquisition of a parking garage in June 2022. The remaining capacity of $1.3 million may also be available for our general corporate purposes, including liquidity, acquisitions and working capital.  The Company ~~will borrow~~borrows under the Revolving Credit Facility in U.S. dollars and expects borrowings ~~under the Credit Facility~~ to bear interest at a floating rate based upon a Secured Overnight Financing Rate, or SOFR, benchmark rate or an alternate base rate, plus a margin of between 1.75% and 3.00%, with respect to SOFR loans, or 0.75% to 2.00%, with respect to base rate loans, based on the leverage ratio as calculated pursuant to our Revolving Credit Facility.

The obligations under the Credit Agreement underlying the Revolving Credit Facility are guaranteed by the Company and other guarantors. The Credit Agreement contains customary representations, warranties, conditions to borrowing, covenants and events of default, including certain covenants that limit or restrict, subject to certain exceptions, the ability of the Company, the Operating Partnership and other subsidiaries to sell or transfer assets, enter into a merger or consolidate with another company, create liens, make investments or acquisitions or incur certain indebtedness.  The Credit Agreement also includes financial covenants that require the Company to (i) maintain a total leverage ratio not to exceed 65.0%, (ii) not to exceed certain fixed charge coverage ratios, and (iii) maintain a certain tangible net worth.

~~The Credit Facility matures on April 1, 2023, as may be extended pursuant to the terms of the Credit Agreement.~~ As of ~~June 30, 2022,~~March 31, 2023, $73.7 million was outstanding under the Revolving Credit Facility.

~~- 34 -~~

~~Table~~
On November 17, 2022, the Company executed an amendment to Credit Agreement which extends the maturity of ~~Contents~~
the Revolving Credit Facility to April 1, 2024, amends certain financial covenants through the new term, and adds a requirement for the Company to use diligent efforts to pursue an equity raise or liquidity event by March 31, 2023. In connection with this extension, the Company paid an extension fee of $375,000 (plus expenses) which is being deferred and amortized over the new term of the Revolving Credit Facility to interest expense on the consolidated statement of operations.

~~The Company's loan~~As of March 31, 2023, the Company was not in compliance with ~~Bank~~all applicable covenants in agreements governing its debt, resulting in events of ~~America, N.A.~~default. Additionally, based on the Company’s expected financial performance for the ~~MVP Detroit Center Garage, LLC ("MVP Detroit") garage~~twelve-month period subsequent to the filing of the March 31, 2023 Form 10-Q, the Company expects that it will not be in compliance with a financial covenant under the Revolving Credit Facility, which would result in an event of default. Such event allows the lender to accelerate the maturity of the debt under the Revolving Credit Facility which carries a balance of $73.7 million as of March 31, 2023. Further, our independent auditor included an explanatory paragraph regarding our ability to continue as a “going concern” in its report on our financial statements for the year ending December 31, 2022 (as included in our Form 10-K), which constitutes an event of default under our Revolving Credit Facility. The Revolving Credit Facility also requires the Company to ~~maintain approximately $2.3 million~~initiate an equity raise in order to achieve a fixed charge coverage ratio (“FCCR”) of 1.4 to 1.0 as of March, 31, 2023. The Company does not currently have sufficient cash on hand, liquidity ~~at all times, which is defined~~or projected future cash flows to repay these outstanding amounts upon an event of default. These conditions and events raise substantial doubt about the Company’s ability to continue as ~~unencumbered cash~~a going concern.
In response to these conditions, management’s plans include the following:
1.
Capitalizing on recent business development initiatives that we anticipate will improve total revenues through increased utilization of our parking assets and in many cases at higher average ticket rates.
2.
Management is budgeting reduced overhead costs in 2023 through the reduction or elimination of certain controllable expenses.
3.
We are pursuing further amendments and/or extensions with respect to the Revolving Credit Facility, including waivers of noncompliance with covenants.
4.
We have initiated equity raise or liquidity events, including the proposed merger with Fifth Wall Acquisition Corporation III.
However, there can be no assurance that we will be successful in completing any of these options. As a result, management’s plans cannot be considered probable and ~~cash equivalents. As of the date of this filing, the Company was in compliance with this lender requirement.~~thus does not alleviate substantial doubt about our ability to continue as a going concern.

The ~~Company may establish capital reserves with respect~~consolidated financial statements do not include any adjustments relating to ~~particular investments. The Company also may, but is not required to, establish reserves out~~the recoverability and classification of ~~cash flow generated by investments~~recorded asset amounts or ~~out~~the amounts of net sale proceeds in non-liquidating sale transactions. Working capital reserves are typically utilized to fund tenant improvements, leasing commissions and major capital expenditures. The Company’s lenders also may require working capital reserves.liabilities that might result from the outcome of this uncertainty.

Over time, management intends to both extend and sculpt our maturity wall, so that our maturities are spread over multiple years. As of the date of this filing, the Company has significant commercial mortgage-backed securities (“CMBS”) debt with prohibitive defeasance, which will limit our ability to refinance our CMBS debt prior to the maturity date or any permitted prepayment date. As our loans approach maturity, we will assess the lowest cost, most flexible options available to the Company and refinance those loans accordingly. Our intent over the mid-term period is to work with lending relationships to maintain a revolver that can address upcoming maturities, should market conditions not permit us to refinance with longer-term debt.

~~On July 5, 2022, VRMI merged~~The Company may establish capital reserves with respect to particular investments. The Company also may, but is not required to, establish reserves out of cash flow generated by investments or out of net sale proceeds in non-liquidating sale transactions. Working capital reserves are typically utilized to fund tenant improvements, leasing commissions and ~~into Suncrest Holdings, LLC (“Suncrest”), an entity managed by an entity majority owned and controlled by Michael Shustek, the~~major capital expenditures. The Company’s ~~former Chief Executive Officer. On July 11, 2022, Suncrest assigned and sold five~~lenders also may require working capital reserves.
- 22 -
Table of ~~the six notes issued originally by VRMI to certain of the subsidiaries of the Company as described in Note P -~~ ~~Subsequent Events~~ ~~- Part I, Item 1, Note I -~~ ~~Notes to the Condensed Consolidated Financial Statements~~ of this Quarterly Report above (collectively, the “VRMI Notes”) to VRMII. As a result, the obligations of Company subsidiaries under the five VRMI Notes, including all repayment obligations, are now owed to VRMII. All of the loans evidenced by the VRMI Notes mature and are payable in full on August 25, 2022.
Contents

Distributions ~~and~~on Common Stock ~~Dividends~~

On March 22, 2018, the Company suspended the payment of distributions on its Common Stock. There can be no assurance that cash distributions to the Company’s common stockholders will be resumed in the future. The actual amount and timing of distributions, if any, will be determined by the Company’s ~~board~~Board of ~~directors~~Directors in its discretion and typically will depend on various factors that the Company's ~~board~~Board of ~~directors~~Directors deems relevant.

The Company isdoes not currently, and may not in the future, generate sufficient cash flow from operations to fully fund distributions. The Company does not currently anticipate that it will be able to resume the payment of ~~distributions.~~distributions on its Common Stock. However, if distributions do resume, all or a portion of the distributions may be paid from other sources, such as cash flows from equity offerings, financing activities, borrowings, or by way of waiver or deferral of fees. The Company has not established any limit on the extent to which distributions could be funded from these other sources. Accordingly, the amount of distributions paid may not reflect current cash flow from operations and distributions may include a return of capital, (rather than a return on capital). If the Company pays distributions from sources other than cash flow from operations, the funds available to the Company for investments would be reduced and the share value may be diluted. The level of distributions will be determined by the ~~board~~Board of ~~directors~~Directors and depend on several factors including current and projected liquidity requirements, anticipated operating cash flows and tax considerations, and other relevant items deemed applicable by the ~~board~~Board of ~~directors.~~Directors.

The Company did not repurchase any of its shares during the ~~six~~three months ended ~~June 30, 2022. During the six months ended June 30, 2022, the Company did not pay dividends on its shares of Common Stock and does not intend to pay dividends on its shares of Common Stock in 2022.~~March 31, 2023. No cash dividends can be made on the Common Stock until the preferred distributions are paid. ~~See Note O –~~ ~~Equity~~ ~~in the notes to the consolidated financial statements included in Part I, Item 1 -~~ ~~Notes to the Consolidated Financial Statements~~ ~~of this Quarterly Report for additional information.~~
~~- 35 -~~

~~Table of Contents~~

Dividend Reinvestment Plan

From inception through ~~June 30, 2022,~~March 22, 2018, when the Company suspended payment of distributions of Common Stock, the Company had paid approximately $1.8 million in cash, issued 83,437 shares of its Common Stock ~~pursuant to its~~as a Dividend Reinvestment Plan (“DRIP”) and issued 153,826 shares of its Common Stock in distributions to the Company’s stockholders. All of the cash distributions were paid from offering proceeds and constituted a return of capital. ~~On March 22, 2018, the Company suspended payment of distributions and as such there are currently no distributions to invest in the DRIP.~~

Preferred Stock

On March 24, 2020, the Company’s ~~board~~Board of ~~directors~~Directors unanimously authorized the suspension of the payment of distributions on the Series A Convertible Redeemable Preferred Stock ("Series A Preferred Stock"), par value $0.0001 per share, and Series 1 Convertible Redeemable Preferred ~~Stock;~~Stock ("Series 1 Preferred Stock" and, together with the Series A Preferred Stock, "Preferred Stock"), par value $0.0001 per share; however, such distributions will continue to accrue in accordance with the terms of the Series A Preferred Stock and Series 1 Preferred Stock.

As of ~~June 30,~~March 31, 2023 and 2022, approximately $0.7 million and ~~2021, approximately $501,000 and $286,000 of~~$0.4 million of accrued and unpaid Series A Preferred Stock distributions, respectively, are included in ~~accounts payable and~~ accrued ~~liabilities~~preferred distributions on the consolidated balance sheet.

As of ~~June 30,~~March 31, 2023 and 2022, ~~and 2021, approximately $6.5~~approximately $8.6 million and ~~$3.7 million~~$5.8 million of accrued and unpaid Series 1 Preferred Stock distributions, respectively, are included in ~~accounts payable and~~ accrued ~~liabilities~~preferred distributions on the consolidated balance sheet.

~~For additional information see Note O —~~~~Equity~~ ~~in Part I, Item 1 -~~ ~~Notes to the Condensed Consolidated Financial Statements~~ ~~of this Quarterly Report for a discussion of the Company’s Preferred Stock.~~
Common Stock Warrants

~~On August 25, 2021, in~~In connection with the ~~Closing,~~Company's recapitalization transaction in August 2021, the Company entered into a warrant agreement (the “Warrant Agreement”) pursuant to which it issued warrants (the “Warrants”) to Color Up to purchase up to 1,702,128 shares of Common Stock, at an exercise price of $11.75 per share for an aggregate cash purchase price of up to $20.0 million (the ~~"Common~~“Common Stock ~~Warrants"~~Warrants”). Each whole Common Stock Warrant entitles the registered holder thereof to purchase one whole share of Common Stock at a price of $11.75 per share (the “Warrant Price”), subject to customary adjustments, at any time following a “Liquidity Event,” which is defined as an initial public offering and/or Listing of the Common Stock on the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange. The Common Stock Warrants will expire five years after the date of the Warrant Agreement.

The Company assesses its warrants as either equity or a liability based upon the characteristics and provisions of each instrument. Warrants classified as equity are recorded at fair value as of the date of issuance on the Company’s balance sheet and no further adjustments to their valuation are made. Management estimates the fair value of these warrants using option pricing models and assumptions that are based on the individual characteristics of the warrants or other instruments on the valuation date, as well as assumptions for future financings, expected volatility, expected life, yield and risk-free interest rate. As of ~~June 30, 2022,~~March 31, 2023, all outstanding warrants issued by the Company were classified as equity.

~~See Note O -~~ ~~Equity~~ ~~in Part I, Item 1 -~~ ~~Notes to the Condensed Consolidated Financial Statements~~ ~~of this Quarterly Report for a discussion of preferred stocks and warrants.~~
Critical Accounting Policies

Our ~~2021~~2022 Annual Report on Form 10-K, filed with the ~~SEC~~U.S. Securities and Exchange Commission (the "SEC") on March ~~30, 2022,~~22, 2023, contains a description of our critical accounting policies and estimates, including those relating to real estate investments and acquisitions. There have been no significant changes to our critical accounting policies during ~~2022.~~2023.
- 23 -
Table of Contents

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.
~~- 36 -~~

~~Table of Contents~~

ITEM 4. CONTROLS AND PROCEDURES

Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

In connection with the filing of this Form 10-Q for the quarter ended ~~June 30, 2022,~~March 31, 2023, our Chief Executive Officer ~~("CEO"~~(“CEO”) and our ~~Interim~~ Chief Financial Officer ~~("CFO"~~(“CFO”) evaluated the Company's disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. As a result of this evaluation, our CEO and CFO concluded that the material weaknesses previously identified in Item 9A. “Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, were still present as of ~~June 30, 2022~~March 31, 2023 (“the Evaluation Date”). Based on those material weaknesses, and the evaluation of our disclosure controls and procedures, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of the Evaluation Date.

(b) Remediation Plan and Status

Our remediation efforts previously identified in Item 9A. “Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, are ongoing and we continue our initiatives to implement and document policies, procedures, and internal controls. Remediation of the identified material weaknesses and strengthening our internal control environment will require a substantial effort throughout ~~2022~~2023 and beyond. While we believe the steps taken to date and those planned for implementation will improve our internal controls over financial reporting, we have not completed all remediation efforts. The planned remediation activities described in Item 9A. “Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 highlight our commitment to remediating our identified material weaknesses and remain largely unchanged through the date of filing this Quarterly Report.

The following remedial actions have been identified and initiated by the Company through ~~June 30, 2022:~~March 31, 2023:

• The Company has hired a Chief Accounting Officer and will continue hiring and training additional accounting resources with appropriate levels of experience and reallocating responsibilities across the Company’s finance organization. This measure provides for segregation of duties and ensures that the appropriate level of knowledge and experience will be applied based on the risk and complexity of transactions and tasks under review.
~~• The Company will continue to educate control owners and enhance policies to ensure appropriate restrictions related to user access and privileged access are in place.~~
• The Company has provided access to accounting literature and research to enable the control owners in evaluating technical accounting pronouncements for certain transactions, in addition to utilizing third party resources when appropriate.
Remediation of the identified material weaknesses and strengthening our internal control environment will require a substantial effort throughout 2022 and beyond. While we believe the steps taken to date and those planned for implementation will improve our internal controls over financial reporting, we have not completed all remediation efforts. The planned remediation activities described in Item 9A. “Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2021 highlight our commitment to remediating our identified material weaknesses and remain largely unchanged through the date of filing this Quarterly Report.
●
We have hired a Chief Accounting Officer and will hire (as needed) and train additional accounting resources with appropriate levels of experience and reallocating responsibilities across the finance organization. This measure provides for segregation of duties and ensures that the appropriate level of knowledge and experience will be applied based on the risk and complexity of transactions and tasks under review.
●
We will continue to educate control owners and enhance policies to ensure appropriate restrictions related to user access and privileged access are in place.
●
We have re-evaluated the permissions of user roles within our accounting system and have re-assigned access to individuals in order to establish more appropriate segregation of duties.
●
We have enhanced internal control documentation for key controls to ensure the assignment of preparers and reviewers, and establishing policies for the formal sign-off of key controls.
●
Beginning with the third quarter of 2022, we established a formal Disclosure Committee to enhance governance by management for the oversight of internal controls over financial reporting, including disclosure controls and procedures.
●
We have provided access to accounting literature and research to enable the control owners in evaluating technical accounting pronouncements for certain transactions, in addition to utilizing third party resources when appropriate.
●
Through our continued remediation efforts, we have identified and recorded certain accounting adjustments during the third and fourth quarters of 2022 that were considered immaterial, individually and in the aggregate, to our consolidated financial statements taken as a whole for the affected periods.  Our continued remediation activities will include the designing of internal control policies and practices that directly respond to these accounting adjustments.

As the Company continues to evaluate and works to improve its internal control over financial reporting, the Company’s management may determine that additional or different measures to address control deficiencies or modifications to the remediation plan are necessary.

(c) Changes in Internal Control over Financial Reporting

There have been no changes in internal control over financial reporting during the ~~second~~first quarter of ~~2022,~~2023, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

- 3724 -
Table of Contents

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
~~See Note C —~~ ~~Commitments and Contingencies~~ ~~in Part I, Item 1~~ ~~Notes to the Condensed Consolidated Financial Statements~~ ~~of this Quarterly Report.~~

The nature of the Company’s business exposes its properties, the Company, its Operating Partnership and its other subsidiaries to the risk of claims and litigation in the normal course of business. Other than as noted above or routine litigation arising out of the ordinary course of business, the Company is not presently subject to any material litigation nor, to its knowledge, is any material litigation threatened against the Company.

See Note M — Commitments and Contingencies in Part I, Item 1 Notes to the Consolidated Financial Statements of this Quarterly Report.
ITEM 1A. RISK FACTORS

~~The following~~There have been no material changes from the risk factors ~~are material changes only and should be read in conjunction with the risk factors~~set forth in the Company’s annual report on Form 10-K for the year ended December 31, ~~2021.~~
~~An increase in fuel prices may adversely affect our operating environment and costs~~.
Fuel prices have a direct impact on the ability and frequency of consumers to engage in activities related to transportation. Increases in the price of fuel may result in higher transportation costs and adversely affect consumer use at the Company’s parking garages. Increases in fuel costs also can lead to other non-recoverable, direct expense increases to us through, for example, increased costs of energy. Increases in energy costs for our tenants are typically recovered from lessees, although our share of energy costs increases as a result of lower occupancies, and higher operating cost reimbursements impact the ability to increase underlying rents. Rising fuel prices also may increase the cost of construction and the cost of materials that are petroleum-based, thus affecting the development of our existing assets or our tenants’ ongoing development projects.2022.

ITEM 5. OTHER INFORMATION

~~Common Shares NAV~~None.
The Company is undertaking an appraisal to establish an estimated NAV per share of the Company’s common stock. The Company expects to disclose the results thereof in the third or fourth quarters of 2022. Please see “Item 1A. Risk Factors— Risks Related to an Investment in the Company–Stockholders should not rely on the estimated NAV per share as being an accurate measure of the current value of our shares of Common Stock” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
~~- 38 -~~

~~Table of Contents~~

ITEM 6. EXHIBITS

~~2.1(7)~~2.1 First Amendment to Agreement and Plan of Merger, dated as of ~~May, 27, 2022, between Mobile Infrastructure Trust~~March 23, 2023, by and among Fifth Wall Acquisition Corp. III, Queen Merger Corp. I and Mobile Infrastructure Corporation (Incorporated by reference as Exhibit 2.1 to Form 8-K filed March 23, 2023).
~~3.1(1)~~3.1

Articles of Amendment and Restatement of THE PARKING REIT, Inc. (Incorporated by reference as Exhibit 3.1 to Pre-Effective Amendment No. 2 to the Registration Statement on Form S-11 filed September 24, 2015).
~~3.2(2)~~3.2

Articles of Amendment of THE PARKING REIT, Inc. (Incorporated by reference as Exhibit 3.1 to Form 8-K filed December 18, 2017).
~~3.3(5)~~3.3

Articles of Amendment of MOBILE INFRASTRUCTURE CORPORATION (Incorporated by reference as Exhibit 3.1 to Form 8-K filed November 12, 2021).
~~3.4(6)~~3.4 Certificate of Correction to the Articles of Amendment and Restatement of Mobile Infrastructure Corporation (Incorporated by reference as Exhibit 3.1 to Form 8-K filed March 21, 2022).
~~3.5(3)~~3.5

Articles Supplementary for Series A Convertible Redeemable Preferred Stock of THE PARKING REIT, Inc. (Incorporated by reference as Exhibit 3.1 to Form 8-K filed October 28, 2016).
~~3.6(4)~~3.6

Articles Supplementary for Series 1 Convertible Redeemable Preferred Stock of THE PARKING REIT, Inc. (Incorporated by reference as Exhibit 3.1 to Form 8-K filed March 30, 2017).
~~3.7(5)~~3.7

Amended & Restated Bylaws of MOBILE INFRASTRUCTURE CORPORATION. (Incorporated by reference as Exhibit 3.2 to Form 8-K filed November 12, 2021).
~~10.1(*)(**)~~ ~~Form of Performance Unit Award Agreement~~
~~10.2(*)~~ ~~Form of LTIP Unit Award Agreement~~
31.1(*)

Certification of Chief Executive Officer pursuant to Rule 15d-14(a)(17 CFR 240.15d-14(a)) and Section 302 of the Sarbanes-Oxley Act of 2002.
31.2(*)

Certification of Chief Financial Officer pursuant to Rule 15d-14(a)(17 CFR 240.15d-14(a)) and Section 302 of the Sarbanes-Oxley Act of 2002.
32(*)

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101(*)

The following materials from the Company’s Quarterly Report on Form 10-Q for the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, formatted in iXBRL (inline extensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statement of Stockholder’s Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Financial Statements. As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Section 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.
104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*

Filed concurrently herewith.
** ~~Management compensatory agreement~~
~~(1)~~
~~Filed previously with Pre-Effective Amendment No. 2 to the Registration Statement on Form S-11 on September 24, 2015 and incorporated herein by reference.~~
~~(2)~~
~~Filed previously on Form 8-K on December 18, 2017 and incorporated herein by reference.~~
~~(3)~~
~~Filed previously on Form 8-K on October 28, 2016 and incorporated herein by reference.~~
~~(4)~~
~~Filed previously on Form 8-K on March 30, 2017 and incorporated herein by reference.~~
~~(5)~~
~~Filed previously on Form 8-K on November 12, 2021 and incorporated herein by reference.~~
~~(6)~~ ~~Filed previously on Form 8-K on March 21, 2022 and incorporated herein by reference.~~
~~(7)~~ ~~Filed previously on Form 8-K on May 31, 2022 and incorporated herein by reference.~~

- 3925 -
Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Mobile Infrastructure Corporation

By:
/s/ Manuel Chavez

Manuel Chavez

Chief Executive Officer

Date:
~~August 15, 2022~~
May 12, 2023

By:
/s/ Stephanie Hogue

Stephanie Hogue

President and ~~Interim~~ Chief Financial Officer

Date:
~~August 15, 2022~~
May 12, 2023

- 4026 -

Assets acquired and liabilities assumed

Investment in real estate	$	98,919,000
Intangibles - technology		4,000,000
Cash		35,000,000
Long-term debt		(44,533,000	)
Indemnification liability		(2,000,000	)
Total assets acquired and liabilities assumed	$	91,386,000
OP Units (1)		88,067,000
Warrants		3,319,000
Total consideration	$	91,386,000

	Assets
	Land and Improvements		Building and improvements		In-Place Lease Value		Total assets acquired
222 Sheridan Bricktown Garage LLC (a)	$	1,314,000	$	16,020,000	$	179,000	$	17,513,000
	$	1,314,000	$	16,020,000	$	179,000	$	17,513,000

Property	*Location*	*Date Acquired*	*Property Type*	*# Spaces*		*Size / Acreage*		*Retail Sq. Ft.*		*Purchase Price*
1W7 Carpark, LLC	Cincinnati, OH	8/25/2021	Garage		765		1.21		18,385	$	32,122,000
222W7, LLC	Cincinnati, OH	8/25/2021	Garage		1,625		1.84		—	$	28,314,000
322 Streeter, LLC	Chicago, IL	8/25/2021	Garage		1,154		2.81		—	$	38,483,000
2nd Street, LLC	Miami, FL	9/9/2021	Contract		118		N/A		—	$	3,253,000
Denver 1725 Champa Street Garage	Denver, CO	11/3/2021	Garage		450		0.72		—	$	16,274,000

	*As of June 30, 2022*
	Number of Unvested Shares of LTIPs		Weighted Avg Grant FV Per Share
Balance - January 1, 2022		0	$	0
Granted		9,686		15.47
Vested		0		0
Forfeited		0		0
Total unvested LTIPs		9,686	$	15.47

	*As of June 30, 2022*
	Number of Unvested Shares of PUs		Weighted Avg Grant FV Per Share
Balance - January 1, 2022		0	$	0
Granted		1,500,000		12.21
Vested		0		0
Forfeited		0		0
Total unvested PUs		1,500,000	$	12.21

	As of June 30, 2022				As of December 31, 2021
	Gross carrying amount		Accumulated amortization		Gross carrying amount		Accumulated amortization
Value of in-place leases	$	2,564,000	$	1,459,000	$	2,398,000	$	1,311,000
Value of lease commissions		165,000		93,000		152,000		82,000
Value of indefinite lived contract (1)		3,160,000		--		3,160,000		--
Value of technology		4,136,000		343,000		4,046,000		133,000
Total intangible assets	$	10,025,000	$	1,895,000	$	9,756,000	$	1,526,000

Six Months Ended June 30, 2022	*Acquired in-place leases*		*Lease commissions*		*Technology*
2022 (Remainder)	$	157,000	$	12,000	$	221,000
2023		320,000		24,000		427,000
2024		303,000		21,000		427,000
2025		189,000		10,000		427,000
2026		107,000		4,000		427,000
Thereafter		29,000		1,000		1,864,000
	$	1,105,000	$	72,000	$	3,793,000

	For the three months ended June 30, 2022			For the three months ended June 30, 2021			For the six months ended June 30, 2022			For the six months ended June 30, 2021
Numerator:
Net loss attributable to MIC	$	(2,436,000	)	$	(2,855,000	)	$	(4,992,000	)	$	(7,973,000	)
Net loss attributable to participating securities		0			0			0			0
Net loss attributable to MIC common stock	$	(2,436,000	)	$	(2,855,000	)	$	(4,992,000	)	$	(7,973,000	)
Denominator:
Basic and dilutive weighted average shares of Common Stock outstanding		7,762,375			7,739,952			7,762,375			7,735,888
Diluted share equivalents outstanding		0			0			0			0
Dilutive weighted average shares of Common Stock outstanding		7,762,375			7,739,952			7,762,375			7,735,888
Basic and diluted loss per weighted average common share:
Basic and dilutive	$	(0.31	)	$	(0.37	)	$	(0.64	)	$	(1.03	)

2022 (remainder)		12,833,000
2023		2,575,000
2024		15,308,000
2025		30,795,000
2026		22,630,000
Thereafter		66,932,000
Total	$	151,073,000

	*June 30, 2022*
	(Unaudited)
ASSETS
Investments in real estate	$	11,795,000
Cash		32,000
Cash – restricted		462,000
Accounts receivable		320,000
Prepaid expenses		13,000
Total assets	$	12,622,000

LIABILITIES
Notes payable	$	5,966,000
Accounts payable and accrued liabilities		326,000
Total liabilities	$	6,292,000

	*For the three months ended June 30, 2021*			*For the six months ended June 30, 2021*
Revenue	$	183,000		$	365,000
Expenses		(167,000	)		(366,000	)
Net income (loss)	$	16,000		$	(1,000	)

	*For the Three Months Ended June 30,*					*For the Six Months Ended June 30,*
Lease revenue	*2022*			*2021*		*2022*			*2021*
Fixed contractual payments	$	1,766,000		$	2,275,000	$	3,514,000		$	4,673,000
Variable lease payments	$	5,203,000		$	658,000	$	9,839,000		$	1,147,000
Straight-line rental income	$	(9,000	)	$	34,000	$	(5,000	)	$	81,000

For the year ended,	Future lease payments due
2022 (Remainder)	$	3,082,000
2023	$	5,010,000
2024	$	4,484,000
2025	$	3,504,000
2026	$	2,626,000
Thereafter	$	523,000

	For the Six Months Ended June 30,
	2022		2021		$ Change			% Change
Revenues
Base rent income	$	4,173,000	$	6,285,000	$	(2,112,000	)		(33.6	)%
Management income		427,000		1,004,000		(577,000	)		(57.5	)%
Percentage rent income		9,185,000		240,000		8,945,000			3727.1	%
Total revenues	$	13,785,000	$	7,529,000	$	6,256,000			83.1	%

	●	We will continue to educate control owners and enhance policies to ensure appropriate restrictions related to user access and privileged access are in place.
	●	We have re-evaluated the permissions of user roles within our accounting system and have re-assigned access to individuals in order to establish more appropriate segregation of duties.
	●	We have enhanced internal control documentation for key controls to ensure the assignment of preparers and reviewers, and establishing policies for the formal sign-off of key controls.
	●	Beginning with the third quarter of 2022, we established a formal Disclosure Committee to enhance governance by management for the oversight of internal controls over financial reporting, including disclosure controls and procedures.

~~2.1(7)~~2.1		First Amendment to Agreement and Plan of Merger, dated as of ~~May, 27, 2022, between Mobile Infrastructure Trust~~March 23, 2023, by and among Fifth Wall Acquisition Corp. III, Queen Merger Corp. I and Mobile Infrastructure Corporation (Incorporated by reference as Exhibit 2.1 to Form 8-K filed March 23, 2023).
~~3.1(1)~~3.1		Articles of Amendment and Restatement of THE PARKING REIT, Inc. (Incorporated by reference as Exhibit 3.1 to Pre-Effective Amendment No. 2 to the Registration Statement on Form S-11 filed September 24, 2015).
~~3.2(2)~~3.2		Articles of Amendment of THE PARKING REIT, Inc. (Incorporated by reference as Exhibit 3.1 to Form 8-K filed December 18, 2017).
~~3.3(5)~~3.3		Articles of Amendment of MOBILE INFRASTRUCTURE CORPORATION (Incorporated by reference as Exhibit 3.1 to Form 8-K filed November 12, 2021).
~~3.4(6)~~3.4		Certificate of Correction to the Articles of Amendment and Restatement of Mobile Infrastructure Corporation (Incorporated by reference as Exhibit 3.1 to Form 8-K filed March 21, 2022).
~~3.5(3)~~3.5		Articles Supplementary for Series A Convertible Redeemable Preferred Stock of THE PARKING REIT, Inc. (Incorporated by reference as Exhibit 3.1 to Form 8-K filed October 28, 2016).
~~3.6(4)~~3.6		Articles Supplementary for Series 1 Convertible Redeemable Preferred Stock of THE PARKING REIT, Inc. (Incorporated by reference as Exhibit 3.1 to Form 8-K filed March 30, 2017).
~~3.7(5)~~3.7		Amended & Restated Bylaws of MOBILE INFRASTRUCTURE CORPORATION. (Incorporated by reference as Exhibit 3.2 to Form 8-K filed November 12, 2021).
~~10.1()(*)~~		~~Form of Performance Unit Award Agreement~~
~~10.2(*)~~		~~Form of LTIP Unit Award Agreement~~
31.1(*)		Certification of Chief Executive Officer pursuant to Rule 15d-14(a)(17 CFR 240.15d-14(a)) and Section 302 of the Sarbanes-Oxley Act of 2002.
31.2(*)		Certification of Chief Financial Officer pursuant to Rule 15d-14(a)(17 CFR 240.15d-14(a)) and Section 302 of the Sarbanes-Oxley Act of 2002.
32(*)		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101(*)		The following materials from the Company’s Quarterly Report on Form 10-Q for the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, formatted in iXBRL (inline extensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statement of Stockholder’s Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Financial Statements. As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Section 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*		Filed concurrently herewith.
**		~~Management compensatory agreement~~
~~(1)~~		~~Filed previously with Pre-Effective Amendment No. 2 to the Registration Statement on Form S-11 on September 24, 2015 and incorporated herein by reference.~~
~~(2)~~		~~Filed previously on Form 8-K on December 18, 2017 and incorporated herein by reference.~~
~~(3)~~		~~Filed previously on Form 8-K on October 28, 2016 and incorporated herein by reference.~~
~~(4)~~		~~Filed previously on Form 8-K on March 30, 2017 and incorporated herein by reference.~~
~~(5)~~		~~Filed previously on Form 8-K on November 12, 2021 and incorporated herein by reference.~~
~~(6)~~		~~Filed previously on Form 8-K on March 21, 2022 and incorporated herein by reference.~~
~~(7)~~		~~Filed previously on Form 8-K on May 31, 2022 and incorporated herein by reference.~~

	Mobile Infrastructure Corporation

	By:	/s/ Manuel Chavez
		Manuel Chavez
		Chief Executive Officer
	Date:	~~August 15, 2022~~ May 12, 2023

	By:	/s/ Stephanie Hogue
		Stephanie Hogue
		President and ~~Interim~~ Chief Financial Officer
	Date:	~~August 15, 2022~~ May 12, 2023