Cover Page
Cover Page | 6 Months Ended |
Jun. 30, 2023 | |
Document Information [Line Items] | |
Document Type | S-11 |
Amendment Flag | false |
Entity Registrant Name | Mobile Infrastructure Corporation |
Entity Central Index Key | 0001847874 |
Entity Address, City or Town | Cincinnati |
Entity Address, Address Line One | 30 W. 4th Street |
Entity Address, State or Province | OH |
Entity Address, Postal Zip Code | 45202 |
City Area Code | 513 |
Local Phone Number | 834-5110 |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Small Business | true |
Business Contact [Member] | |
Document Information [Line Items] | |
Contact Personnel Name | Manuel Chavez, III |
Entity Address, City or Town | Cincinnati |
Entity Address, Address Line One | 30 W. 4th Street |
Entity Address, State or Province | OH |
Entity Address, Postal Zip Code | 45202 |
City Area Code | 513 |
Local Phone Number | 834-5110 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||
Cash | $ 2,029,000 | $ 5,758,000 | $ 11,805,000 |
Land and improvements | 166,225,000 | 166,225,000 | 166,224,000 |
Buildings and improvements | 272,916,000 | 272,605,000 | 254,379,000 |
Construction in progress | 1,420,000 | 1,206,000 | 89,000 |
Intangible assets | 10,131,000 | 10,106,000 | 9,756,000 |
Real Estate Investment Property, at Cost | 450,692,000 | 450,142,000 | 430,448,000 |
Accumulated depreciation and amortization | (35,295,000) | (31,052,000) | (22,873,000) |
Total investments in real estate, net | 415,397,000 | 419,090,000 | 407,575,000 |
Fixed assets, net | 200,000 | 210,000 | 61,000 |
Assets held for sale | 0 | 696,000 | 0 |
Cash | 2,029,000 | 5,758,000 | 11,805,000 |
Cash – restricted | 4,144,000 | 5,216,000 | 4,891,000 |
Prepaid expenses | 348,000 | 953,000 | 676,000 |
Accounts receivable, net | 1,941,000 | 1,849,000 | 4,031,000 |
Deferred offering costs | 5,109,000 | 2,086,000 | 0 |
Other assets | 218,000 | 99,000 | 108,000 |
Due from related parties | 0 | 156,000 | 0 |
Total Assets | 429,386,000 | 436,113,000 | 429,147,000 |
Current liabilities: | |||
Notes payable, net | 145,675,000 | 146,948,000 | 207,153,000 |
Revolving credit facility, net | 73,120,000 | 72,731,000 | 0 |
Accounts payable and accrued expenses | 16,036,000 | 16,351,000 | 8,345,000 |
Accrued preferred distributions | 10,005,000 | 8,504,000 | 5,504,000 |
Indemnification liability | 2,596,000 | 2,596,000 | 2,000,000 |
Liabilities held for sale | 0 | 968,000 | 0 |
Security deposits | 166,000 | 161,000 | 166,000 |
Deferred revenue | 486,000 | 376,000 | 155,000 |
Due to related parties | 470,000 | 470,000 | 0 |
Total liabilities | 248,554,000 | 249,105,000 | 223,323,000 |
Shareholders' Deficit: | |||
Common stock | 0 | 0 | 0 |
Warrants issued and outstanding – 1,702,128 warrants as of March 31, 2023 and December 31, 2022, respectively | 3,319,000 | 3,319,000 | 3,319,000 |
Additional paid-in capital | 191,676,000 | 193,176,000 | 196,176,000 |
Accumulated deficit | (112,433,000) | (109,168,000) | (101,049,000) |
Total shareholders' deficit | 82,562,000 | 87,327,000 | 98,446,000 |
Non-controlling interest | 98,270,000 | 99,681,000 | 107,378,000 |
Total equity | 180,832,000 | 187,008,000 | 205,824,000 |
Total liabilities and equity | 429,386,000 | 436,113,000 | 429,147,000 |
Fifth Wall Acquisition Corp. III [Member] | |||
Current assets: | |||
Cash | 54,872 | 442,673 | 737,986 |
Prepaid expenses | 86,698 | 282,500 | 1,121,860 |
Total current assets | 141,570 | 725,173 | 1,859,846 |
Cash | 55,000 | 443,000 | |
Investments held in Trust Account | 4,768,582 | 277,949,215 | 275,012,561 |
Total Assets | 4,910,153 | 278,674,388 | 276,872,407 |
Current liabilities: | |||
Accounts payable | 635,801 | 287,528 | 87,097 |
Accrued expenses | 3,093,455 | 1,539,695 | 212,704 |
Total current liabilities | 3,729,256 | 1,827,223 | 299,801 |
Deferred underwriting commissions | 0 | 3,609,375 | 9,625,000 |
Total liabilities | 3,729,256 | 5,436,598 | 9,924,801 |
Commitments and Contingencies | |||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 441,302 and 27,500,000 at redemption value of $10.81 and $10.10 per share as of June 30, 2023 and December 31, 2022, respectively | 4,768,583 | 277,849,215 | 275,000,000 |
Shareholders' Deficit: | |||
Preferred stock | 0 | ||
Additional paid-in capital | 0 | 0 | 0 |
Accumulated deficit | (3,588,465) | (4,612,204) | (8,053,173) |
Total shareholders' deficit | (3,587,686) | (4,611,425) | (8,052,394) |
Total liabilities and equity | 4,910,153 | 278,674,388 | 276,872,407 |
Series A Preferred Stock [Member] | |||
Shareholders' Deficit: | |||
Preferred stock | 0 | 0 | 0 |
Series1 Preferred Stock [Member] | |||
Shareholders' Deficit: | |||
Preferred stock | 0 | 0 | 0 |
Nonvoting Preferred Stock [Member] | |||
Shareholders' Deficit: | |||
Preferred stock | 0 | 0 | 0 |
Class A ordinary shares [Member] | Fifth Wall Acquisition Corp. III [Member] | |||
Shareholders' Deficit: | |||
Common stock | 91 | 91 | 91 |
Class B ordinary shares [Member] | Fifth Wall Acquisition Corp. III [Member] | |||
Shareholders' Deficit: | |||
Common stock | $ 688 | $ 688 | $ 688 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 98,999,000 | 98,999,000 | 98,999,000 |
Common shares, shares issued | 7,762,375 | 7,762,375 | 7,762,375 |
Common shares, shares outstanding | 7,762,375 | 7,762,375 | 7,762,375 |
Warrant issued (in shares) | 1,702,128 | 1,702,128 | 1,702,128 |
Warrant outstanding (in shares) | 1,702,128 | 1,702,128 | 1,702,128 |
Fifth Wall Acquisition Corp Three [Member] | |||
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares subject to possible redemption | 27,500,000 | ||
Series A Preferred Stock [Member] | |||
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000 | 50,000 | 50,000 |
Preferred stock, shares issued | 2,862 | 2,862 | 2,862 |
Preferred stock, shares outstanding | 2,862 | 2,862 | 2,862 |
Preferred stock, liquidation preference | $ 2,862,000,000 | $ 2,862,000,000 | $ 2,862,000,000 |
Series1 Preferred Stock [Member] | |||
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 97,000 | 97,000 | 97,000 |
Preferred stock, shares issued | 39,811 | 39,811 | 39,811 |
Preferred stock, shares outstanding | 39,811 | 39,811 | 39,811 |
Preferred stock, liquidation preference | $ 39,811,000,000 | $ 39,811,000,000 | $ 39,811,000,000 |
Nonvoting Preferred Stock [Member] | |||
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000 | 1,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | |
Common shares, shares authorized | 1,000 | 1,000 | |
Common shares, shares issued | 0 | 0 | |
Common shares, shares outstanding | 0 | 0 | |
Class A ordinary shares [Member] | |||
Common shares, par value, (per share) | $ 0.0001 | ||
Class A ordinary shares [Member] | Fifth Wall Acquisition Corp Three [Member] | |||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Common shares, shares issued | 907,000 | 907,000 | 907,000 |
Common shares, shares outstanding | 907,000 | 907,000 | 907,000 |
Class B ordinary shares [Member] | |||
Common shares, par value, (per share) | $ 0.0001 | ||
Class B ordinary shares [Member] | Fifth Wall Acquisition Corp Three [Member] | |||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Common shares, shares issued | 6,875,000 | 6,875,000 | 6,875,000 |
Common shares, shares outstanding | 6,875,000 | 6,875,000 | 6,875,000 |
Class A Common Stock Subject to Redemption [Member] | Fifth Wall Acquisition Corp Three [Member] | |||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares subject to possible redemption | 441,302 | 27,500,000 | 27,500,000 |
Ordinary shares, redemption value per share | $ / shares | $ 10.81 | $ 10.1 | $ 10 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues | |||||||
Management income | $ 0 | $ 0 | $ 0 | $ 313,000 | $ 427,000 | $ 4,466,000 | |
Total revenues | 7,214,000 | 7,033,000 | 14,317,000 | 13,822,000 | 29,101,000 | 20,424,000 | |
Operating expenses | |||||||
Property taxes | 1,742,000 | 1,739,000 | 3,498,000 | 3,575,000 | 6,885,000 | 5,382,000 | |
Property operating expense | 533,000 | 698,000 | 1,051,000 | 1,472,000 | 2,947,000 | 1,583,000 | |
Interest expense | 3,676,000 | 3,366,000 | 7,276,000 | 5,957,000 | 12,912,000 | 9,536,000 | |
Depreciation and amortization | 2,130,000 | 2,064,000 | 4,256,000 | 4,031,000 | 8,248,000 | 5,850,000 | |
General and administrative | 2,444,000 | 1,838,000 | 5,063,000 | 3,344,000 | 8,535,000 | 6,530,000 | |
Professional fees, net of reimbursement of insurance proceeds | 327,000 | 494,000 | 795,000 | 1,175,000 | |||
Organizational, offering and other costs | 84,000 | 1,876,000 | 117,000 | 2,722,000 | 5,592,000 | 0 | |
Professional Fees | 2,690,000 | 2,645,000 | |||||
Total expenses | 10,936,000 | 12,075,000 | 22,056,000 | 22,276,000 | 47,809,000 | 31,526,000 | |
Other income (expense) | |||||||
Gain on sale of real estate | 0 | 0 | 660,000 | 0 | (52,000) | 0 | |
PPP loan forgiveness | 0 | 328,000 | 0 | 328,000 | 328,000 | 348,000 | |
Other income | 15,000 | 61,000 | 30,000 | 76,000 | 106,000 | 217,000 | |
Gain on consolidation of VIE | 0 | 360,000 | |||||
Settlement of deferred management internalization | 0 | 10,040,000 | |||||
Transaction expenses | 0 | (12,224,000) | |||||
Total other income (expense) | 15,000 | 389,000 | 690,000 | 404,000 | 382,000 | (1,259,000) | |
Net loss | (3,707,000) | (4,653,000) | (7,049,000) | (8,050,000) | (18,326,000) | (12,361,000) | |
Net loss attributable to non-controlling interest | (1,989,000) | (2,663,000) | (3,784,000) | (4,657,000) | (10,207,000) | (1,297,000) | |
Net loss attributable to Mobile Infrastructure Corporation's stockholders | (1,718,000) | (1,990,000) | (3,265,000) | (3,393,000) | (8,119,000) | (11,064,000) | |
Net loss attributable to Mobile Infrastructure Corporation's common stockholders | $ (2,468,000) | $ (2,740,000) | $ (4,765,000) | $ (4,893,000) | $ (11,119,000) | $ (14,064,000) | |
Earnings Per Share [Abstract] | |||||||
Earnings per share, Basic | $ (0.32) | $ (0.35) | $ (0.61) | $ (0.63) | $ (1.43) | $ (1.82) | |
Basic weighted average ordinary shares outstanding (in shares) | 7,762,375 | 7,762,375 | 7,762,375 | 7,762,375 | 7,762,375 | 7,741,192 | |
Earnings per share, Diluted | $ (0.32) | $ (0.35) | $ (0.61) | $ (0.63) | $ (1.43) | $ (1.82) | |
Diluted weighted average ordinary shares outstanding (in shares) | 7,762,375 | 7,762,375 | 7,762,375 | 7,762,375 | 7,762,375 | 7,741,192 | |
Fifth Wall Acquisition Corp. III [Member] | |||||||
Operating expenses | |||||||
General and administrative | $ 1,135,812 | $ 288,364 | $ 2,380,637 | $ 618,030 | $ 1,039,142 | $ 2,452,095 | |
General and administrative expenses—related party | 52,500 | 75,000 | 105,000 | 105,000 | 74,000 | 210,000 | |
Loss from operations | (1,188,312) | (363,364) | (2,485,637) | (723,030) | (1,113,142) | (2,662,095) | |
Other income (expense) | |||||||
Income from investments held in Trust Account | 2,802,625 | 124,611 | 5,599,927 | 131,392 | 12,561 | 2,936,654 | |
Net loss | 3,114,290 | (591,638) | (1,100,581) | 274,559 | |||
Net loss attributable to Mobile Infrastructure Corporation's stockholders | $ 1,614,312 | $ (238,753) | $ 3,114,290 | $ (591,638) | $ (1,100,581) | $ 274,559 | |
Earnings Per Share [Abstract] | |||||||
Earnings per share, Basic | $ 0.08 | $ (0.01) | $ 0.11 | $ (0.02) | $ (0.04) | $ 0.01 | |
Earnings per share, Diluted | $ 0.08 | $ (0.01) | $ 0.11 | $ (0.02) | $ (0.04) | $ 0.01 | |
Diluted weighted average ordinary shares outstanding (in shares) | 28,407,000 | ||||||
Series A Preferred Stock [Member] | |||||||
Other income (expense) | |||||||
Preferred stock distributions declared | $ (54,000) | $ (54,000) | $ (108,000) | $ (108,000) | $ (216,000) | $ (216,000) | |
Series1 Preferred Stock [Member] | |||||||
Other income (expense) | |||||||
Preferred stock distributions declared | $ (696,000) | $ (696,000) | $ (1,392,000) | $ (1,392,000) | $ (2,784,000) | (2,784,000) | |
Class A ordinary shares [Member] | Fifth Wall Acquisition Corp. III [Member] | |||||||
Earnings Per Share [Abstract] | |||||||
Earnings per share, Basic | $ 0.08 | $ (0.01) | $ 0.11 | $ (0.02) | $ 0.01 | ||
Basic weighted average ordinary shares outstanding (in shares) | 14,743,793 | 28,407,000 | 21,537,653 | 28,407,000 | 19,687,130 | 28,407,000 | |
Earnings per share, Diluted | $ 0.08 | $ (0.01) | $ 0.11 | $ (0.02) | $ (0.04) | $ 0.01 | |
Diluted weighted average ordinary shares outstanding (in shares) | 14,743,793 | 28,407,000 | 21,537,653 | 28,407,000 | 19,687,130 | 28,407,000 | |
Class B ordinary shares [Member] | Fifth Wall Acquisition Corp. III [Member] | |||||||
Earnings Per Share [Abstract] | |||||||
Earnings per share, Basic | $ 0.08 | $ (0.01) | $ 0.11 | $ (0.02) | $ 0.01 | ||
Basic weighted average ordinary shares outstanding (in shares) | 6,875,000 | 6,875,000 | 6,875,000 | 6,875,000 | 6,683,149 | 6,875,000 | |
Earnings per share, Diluted | $ 0.08 | $ (0.01) | $ 0.11 | $ (0.02) | $ (0.04) | $ 0.01 | |
Diluted weighted average ordinary shares outstanding (in shares) | 6,875,000 | 6,875,000 | 6,875,000 | 6,875,000 | 6,683,149 | 6,875,000 | |
Base Rent Income [Member] | |||||||
Revenues | |||||||
Rental income | $ 1,951,000 | $ 2,002,000 | $ 4,031,000 | $ 4,053,000 | $ 8,345,000 | 11,970,000 | |
Percentage Rent Income [Member] | |||||||
Revenues | |||||||
Rental income | $ 5,263,000 | $ 5,031,000 | $ 10,286,000 | $ 9,456,000 | $ 20,329,000 | $ 3,988,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Changes In Shareholders' Deficit - USD ($) | Total | Fifth Wall Acquisition Corp Three [Member] | Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] Fifth Wall Acquisition Corp Three [Member] | Warrants [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Fifth Wall Acquisition Corp Three [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member] Fifth Wall Acquisition Corp Three [Member] | Noncontrolling Interest [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] Preferred Stock [Member] | Series A Preferred Stock [Member] Common Stock [Member] | Series A Preferred Stock [Member] Warrants [Member] | Series A Preferred Stock [Member] Additional Paid-in Capital [Member] | Series A Preferred Stock [Member] Accumulated Deficit [Member] | Series A Preferred Stock [Member] Noncontrolling Interest [Member] | Series1 Preferred Stock [Member] | Series1 Preferred Stock [Member] Preferred Stock [Member] | Series1 Preferred Stock [Member] Common Stock [Member] | Series1 Preferred Stock [Member] Warrants [Member] | Series1 Preferred Stock [Member] Additional Paid-in Capital [Member] | Series1 Preferred Stock [Member] Accumulated Deficit [Member] | Series1 Preferred Stock [Member] Noncontrolling Interest [Member] | Class B ordinary shares [Member] Common Stock [Member] Fifth Wall Acquisition Corp Three [Member] |
Balance (in shares) at Dec. 31, 2020 | 42,673 | 7,727,696 | ||||||||||||||||||||||||
Balance at Dec. 31, 2020 | $ 110,818,000 | $ 0 | $ 0 | $ 0 | $ 198,769,000 | $ (89,985,000) | $ 2,034,000 | |||||||||||||||||||
Distributions | $ (216,000) | $ 0 | $ 0 | $ 0 | $ (216,000) | $ 0 | $ 0 | $ (2,784,000) | $ 0 | $ 0 | $ 0 | $ (2,784,000) | $ 0 | $ 0 | ||||||||||||
Net income (loss) | (12,361,000) | 0 | 0 | 0 | 0 | (11,064,000) | (1,297,000) | |||||||||||||||||||
Balance at Dec. 31, 2021 | 205,824,000 | $ 0 | $ 0 | 3,319,000 | 196,176,000 | (101,049,000) | 107,378,000 | |||||||||||||||||||
Balance (in shares) at Dec. 31, 2021 | 42,673 | 7,762,375 | 907,000 | 6,875,000 | ||||||||||||||||||||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 0 | 34,679 | ||||||||||||||||||||||||
Issuance of Class B ordinary shares to Sponsor | 407,000 | $ 0 | $ 0 | 0 | 407,000 | 0 | 0 | |||||||||||||||||||
Issuance of OP units | 104,088,000 | 0 | 0 | 0 | 0 | 0 | 104,088,000 | |||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 3,319,000 | 0 | 0 | 3,319,000 | 0 | 0 | 0 | |||||||||||||||||||
Consolidation of VIE | 2,553,000 | 0 | 0 | 0 | 0 | 0 | 2,553,000 | |||||||||||||||||||
Net income (loss) | (11,064,000) | |||||||||||||||||||||||||
Balance at the end at Dec. 31, 2021 | 98,446,000 | $ (8,052,394) | $ 91 | $ 0 | $ (8,053,173) | $ 688 | ||||||||||||||||||||
Balance (in shares) at Feb. 18, 2021 | 0 | 0 | ||||||||||||||||||||||||
Balance at Dec. 31, 2021 | 205,824,000 | $ 0 | $ 0 | 3,319,000 | 196,176,000 | (101,049,000) | 107,378,000 | |||||||||||||||||||
Balance (in shares) at Dec. 31, 2021 | 42,673 | 7,762,375 | 907,000 | 6,875,000 | ||||||||||||||||||||||
Balance at the beginning at Feb. 18, 2021 | 0 | $ 0 | 0 | 0 | $ 0 | |||||||||||||||||||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 7,187,500 | |||||||||||||||||||||||||
Issuance of Class B ordinary shares to Sponsor | 25,000 | 24,281 | $ 719 | |||||||||||||||||||||||
Sale of private placement shares to Sponsor | 9,070,000 | $ 91 | 9,069,909 | |||||||||||||||||||||||
Sale of private placement shares to Sponsor (in shares) | 907,000 | |||||||||||||||||||||||||
Accretion of Class A ordinary shares subject to possible redemption amount | (16,099,366) | (9,094,190) | (7,005,176) | |||||||||||||||||||||||
Forfeiture of Class B ordinary shares | 31 | $ (31) | ||||||||||||||||||||||||
Forfeiture of Class B ordinary shares (in shares) | (312,500) | |||||||||||||||||||||||||
Subsequent measurement of Class A ordinary shares subject to redemption against additional paid-in capital and accumulated deficit | 52,553 | (31) | 52,584 | |||||||||||||||||||||||
Net income (loss) | (1,100,581) | (1,100,581) | ||||||||||||||||||||||||
Balance at the end at Dec. 31, 2021 | 98,446,000 | (8,052,394) | $ 91 | 0 | (8,053,173) | $ 688 | ||||||||||||||||||||
Distributions | (54,000) | 0 | 0 | 0 | (54,000) | 0 | 0 | (696,000) | 0 | 0 | 0 | (696,000) | 0 | 0 | ||||||||||||
Net income (loss) | (3,551,000) | $ 0 | $ 0 | 0 | 0 | (1,929,000) | (1,622,000) | |||||||||||||||||||
Balance at Mar. 31, 2022 | 201,523,000 | $ 0 | $ 0 | 3,319,000 | 195,426,000 | (102,978,000) | 105,756,000 | |||||||||||||||||||
Balance (in shares) at Mar. 31, 2022 | 42,673 | 7,762,375 | 907,000 | 6,875,000 | ||||||||||||||||||||||
Net income (loss) | (352,885) | (352,885) | ||||||||||||||||||||||||
Balance at the end at Mar. 31, 2022 | (8,405,279) | $ 91 | 0 | (8,406,058) | $ 688 | |||||||||||||||||||||
Balance (in shares) at Dec. 31, 2021 | 42,673 | 7,762,375 | 907,000 | 6,875,000 | ||||||||||||||||||||||
Balance at Dec. 31, 2021 | 205,824,000 | $ 0 | $ 0 | 3,319,000 | 196,176,000 | (101,049,000) | 107,378,000 | |||||||||||||||||||
Balance at Jun. 30, 2022 | 196,273,000 | $ 0 | $ 0 | 3,319,000 | 194,676,000 | (104,357,000) | 102,634,000 | |||||||||||||||||||
Balance (in shares) at Jun. 30, 2022 | 42,673 | 7,762,375 | 907,000 | 6,875,000 | ||||||||||||||||||||||
Balance at the beginning at Dec. 31, 2021 | 98,446,000 | (8,052,394) | $ 91 | 0 | (8,053,173) | $ 688 | ||||||||||||||||||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | (3,565,421) | |||||||||||||||||||||||||
Net income (loss) | (3,393,000) | (591,638) | ||||||||||||||||||||||||
Balance at the end at Jun. 30, 2022 | (8,687,986) | $ 91 | 0 | (8,688,765) | $ 688 | |||||||||||||||||||||
Balance (in shares) at Dec. 31, 2021 | 42,673 | 7,762,375 | 907,000 | 6,875,000 | ||||||||||||||||||||||
Balance at Dec. 31, 2021 | 205,824,000 | $ 0 | $ 0 | 3,319,000 | 196,176,000 | (101,049,000) | 107,378,000 | |||||||||||||||||||
Balance at the beginning at Dec. 31, 2021 | 98,446,000 | (8,052,394) | $ 91 | 0 | (8,053,173) | $ 688 | ||||||||||||||||||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | (2,703,431) | |||||||||||||||||||||||||
Net income (loss) | (61,659) | |||||||||||||||||||||||||
Balance at the end at Sep. 30, 2022 | (5,410,622) | |||||||||||||||||||||||||
Balance (in shares) at Dec. 31, 2021 | 42,673 | 7,762,375 | 907,000 | 6,875,000 | ||||||||||||||||||||||
Balance at Dec. 31, 2021 | 205,824,000 | $ 0 | $ 0 | 3,319,000 | 196,176,000 | (101,049,000) | 107,378,000 | |||||||||||||||||||
Equity based payments | 2,510 | 0 | 0 | 0 | 0 | 0 | 2,510 | |||||||||||||||||||
Distributions | (216,000) | 0 | 0 | 0 | (216,000) | 0 | 0 | (2,784,000) | 0 | 0 | 0 | (2,784,000) | 0 | 0 | ||||||||||||
Net income (loss) | (18,326,000) | 0 | 0 | 0 | 0 | (8,119,000) | (10,207,000) | |||||||||||||||||||
Balance at Dec. 31, 2022 | 187,008,000 | $ 0 | $ 0 | 3,319,000 | 193,176,000 | (109,168,000) | 99,681,000 | |||||||||||||||||||
Balance (in shares) at Dec. 31, 2022 | 42,673 | 7,762,375 | 907,000 | 6,875,000 | ||||||||||||||||||||||
Balance at the beginning at Dec. 31, 2021 | 98,446,000 | $ (8,052,394) | $ 91 | 0 | (8,053,173) | $ 688 | ||||||||||||||||||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 907,000 | |||||||||||||||||||||||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | $ 3,166,410 | 3,166,410 | ||||||||||||||||||||||||
Net income (loss) | (8,119,000) | 274,559 | 274,559 | |||||||||||||||||||||||
Balance at the end at Dec. 31, 2022 | 87,327,000 | (4,611,425) | $ 91 | 0 | (4,612,204) | $ 688 | ||||||||||||||||||||
Balance (in shares) at Mar. 31, 2022 | 42,673 | 7,762,375 | 907,000 | 6,875,000 | ||||||||||||||||||||||
Balance at Mar. 31, 2022 | 201,523,000 | $ 0 | $ 0 | 3,319,000 | 195,426,000 | (102,978,000) | 105,756,000 | |||||||||||||||||||
Distributions | (54,000) | 0 | 0 | 0 | (54,000) | 0 | 0 | (696,000) | 0 | 0 | 0 | (696,000) | 0 | 0 | ||||||||||||
Net income (loss) | (4,501,000) | 0 | 0 | 0 | 0 | (1,379,000) | (3,122,000) | |||||||||||||||||||
Balance at Jun. 30, 2022 | 196,273,000 | $ 0 | $ 0 | 3,319,000 | 194,676,000 | (104,357,000) | 102,634,000 | |||||||||||||||||||
Balance (in shares) at Jun. 30, 2022 | 42,673 | 7,762,375 | 907,000 | 6,875,000 | ||||||||||||||||||||||
Balance at the beginning at Mar. 31, 2022 | (8,405,279) | $ 91 | 0 | (8,406,058) | $ 688 | |||||||||||||||||||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | (43,954) | (43,954) | ||||||||||||||||||||||||
Net income (loss) | (1,990,000) | (238,753) | (238,753) | |||||||||||||||||||||||
Balance at the end at Jun. 30, 2022 | (8,687,986) | $ 91 | 0 | (8,688,765) | $ 688 | |||||||||||||||||||||
Balance at the end at Sep. 30, 2022 | (5,410,622) | |||||||||||||||||||||||||
Balance at Dec. 31, 2022 | 187,008,000 | $ 0 | $ 0 | 3,319,000 | 193,176,000 | (109,168,000) | 99,681,000 | |||||||||||||||||||
Balance (in shares) at Dec. 31, 2022 | 42,673 | 7,762,375 | 907,000 | 6,875,000 | ||||||||||||||||||||||
Balance at the end at Dec. 31, 2022 | 87,327,000 | (4,611,425) | $ 91 | 0 | (4,612,204) | $ 688 | ||||||||||||||||||||
Equity based payments | 1,484,000 | $ 0 | $ 0 | 0 | 0 | 0 | 1,484,000 | |||||||||||||||||||
Distributions to non-controlling interest holders | (306,000) | 0 | 0 | 0 | 0 | 0 | (306,000) | |||||||||||||||||||
Distributions | (54,000) | 0 | 0 | 0 | (54,000) | 0 | 0 | (696,000) | 0 | 0 | 0 | (696,000) | 0 | 0 | ||||||||||||
Net income (loss) | (3,343,000) | 0 | 0 | 0 | 0 | (1,548,000) | (1,795,000) | |||||||||||||||||||
Balance at Mar. 31, 2023 | 184,093,000 | $ 0 | $ 0 | 3,319,000 | 192,426,000 | (110,716,000) | 99,064,000 | |||||||||||||||||||
Balance (in shares) at Mar. 31, 2023 | 42,673 | 7,762,375 | 907,000 | 6,875,000 | ||||||||||||||||||||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | 812,073 | 812,073 | ||||||||||||||||||||||||
Net income (loss) | 1,499,978 | 1,499,978 | ||||||||||||||||||||||||
Balance at the end at Mar. 31, 2023 | (2,299,374) | $ 91 | 0 | (2,300,153) | $ 688 | |||||||||||||||||||||
Balance (in shares) at Dec. 31, 2022 | 42,673 | 7,762,375 | 907,000 | 6,875,000 | ||||||||||||||||||||||
Balance at Dec. 31, 2022 | 187,008,000 | $ 0 | $ 0 | 3,319,000 | 193,176,000 | (109,168,000) | 99,681,000 | |||||||||||||||||||
Balance at Jun. 30, 2023 | 180,832,000 | $ 0 | $ 0 | 3,319,000 | 191,676,000 | (112,433,000) | 98,270,000 | |||||||||||||||||||
Balance (in shares) at Jun. 30, 2023 | 42,673 | 7,762,375 | 907,000 | 6,875,000 | ||||||||||||||||||||||
Balance at the beginning at Dec. 31, 2022 | 87,327,000 | $ (4,611,425) | $ 91 | 0 | (4,612,204) | $ 688 | ||||||||||||||||||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 907,000 | |||||||||||||||||||||||||
Net income (loss) | (3,265,000) | $ 3,114,290 | ||||||||||||||||||||||||
Balance at the end at Jun. 30, 2023 | 82,562,000 | (3,587,686) | $ 91 | 0 | (3,588,465) | $ 688 | ||||||||||||||||||||
Balance (in shares) at Mar. 31, 2023 | 42,673 | 7,762,375 | 907,000 | 6,875,000 | ||||||||||||||||||||||
Balance at Mar. 31, 2023 | 184,093,000 | $ 0 | $ 0 | 3,319,000 | 192,426,000 | (110,716,000) | 99,064,000 | |||||||||||||||||||
Equity based payments | 1,214,000 | 0 | 0 | 0 | 0 | 0 | 1,214,000 | |||||||||||||||||||
Distributions to non-controlling interest holders | (19,000) | 0 | 0 | 0 | 0 | 0 | (19,000) | |||||||||||||||||||
Distributions | $ (54,000) | $ 0 | $ 0 | $ 0 | $ (54,000) | $ 0 | $ 0 | $ (696,000) | $ 0 | $ 0 | $ 0 | $ (696,000) | $ 0 | $ 0 | ||||||||||||
Net income (loss) | (3,706,000) | 0 | 0 | 0 | 0 | (1,717,000) | (1,989,000) | |||||||||||||||||||
Balance at Jun. 30, 2023 | 180,832,000 | $ 0 | $ 0 | $ 3,319,000 | $ 191,676,000 | $ (112,433,000) | $ 98,270,000 | |||||||||||||||||||
Balance (in shares) at Jun. 30, 2023 | 42,673 | 7,762,375 | 907,000 | 6,875,000 | ||||||||||||||||||||||
Balance at the beginning at Mar. 31, 2023 | (2,299,374) | $ 91 | 0 | (2,300,153) | $ 688 | |||||||||||||||||||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | (2,902,624) | (2,902,624) | ||||||||||||||||||||||||
Net income (loss) | (1,718,000) | 1,614,312 | 1,614,312 | |||||||||||||||||||||||
Balance at the end at Jun. 30, 2023 | $ 82,562,000 | $ (3,587,686) | $ 91 | $ 0 | $ (3,588,465) | $ 688 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Changes In Shareholders' Deficit (Parentheticals) - $ / shares | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Series A Preferred Stock [Member] | ||||||
Preferred Stock, Dividends Per Share, Declared (in dollars per share) | $ 18.75 | $ 18.75 | $ 18.75 | $ 18.75 | $ 75 | $ 75 |
Series1 Preferred Stock [Member] | ||||||
Preferred Stock, Dividends Per Share, Declared (in dollars per share) | $ 17.5 | $ 17.5 | $ 17.5 | $ 17.5 | $ 70 | $ 70 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements Of Cash Flows - USD ($) | 6 Months Ended | 10 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | |||||
Net Loss | $ (7,049,000) | $ (8,050,000) | $ (18,326,000) | $ (12,361,000) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||
Depreciation and amortization expense | 4,256,000 | 4,031,000 | 8,248,000 | 5,850,000 | |
Amortization of loan costs | 759,000 | 686,000 | 1,733,000 | 346,000 | |
PPP loan forgiveness | 0 | (328,000) | (328,000) | (348,000) | |
Gain on sale of real estate | (660,000) | 0 | 52,000 | 0 | |
Equity based payment | 2,566,000 | 391,000 | 2,510,000 | 144,000 | |
Operating Lease, Right-of-Use Asset, Amortization Expense | 0 | 28,000 | |||
Income from or gain on consolidation of VIE | 0 | (360,000) | |||
Settlement of deferred management internalization | 0 | (10,040,000) | |||
Changes in operating assets and liabilities | |||||
Due to/from related parties | 156,000 | (156,000) | 470,000 | (192,000) | |
Accounts payable | 263,000 | 2,325,000 | 6,509,000 | (4,080,000) | |
Security deposits | 5,000 | (27,000) | (5,000) | 16,000 | |
Other assets | (119,000) | 113,000 | 10,000 | 86,000 | |
Deferred offering costs | (3,022,000) | 0 | (2,086,000) | 0 | |
Deferred revenue | 110,000 | (89,000) | 221,000 | 15,000 | |
Accounts receivable | (91,000) | 1,828,000 | 2,182,000 | (2,882,000) | |
Prepaid expenses | 605,000 | 270,000 | (277,000) | 1,746,000 | |
Other | 0 | (392,000) | |||
Indemnification liability | 596,000 | 2,000,000 | |||
Increase (Decrease) in Operating Lease Liability | 0 | (28,000) | |||
Net cash provided by (used in) operating activities | (2,221,000) | 602,000 | 1,509,000 | (20,060,000) | |
Cash Flows from Investing Activities: | |||||
Capital expenditures | (1,098,000) | (1,078,000) | (2,408,000) | (665,000) | |
Capitalized technology | (23,000) | (90,000) | (171,000) | (46,000) | |
Purchase of investment in real estate | 0 | (17,512,000) | (17,513,000) | (19,541,000) | |
Proceeds from sale of investment in real estate | 1,475,000 | 0 | 650,000 | 0 | |
Net cash provided by (used in) investing activities | 354,000 | (18,680,000) | (19,442,000) | (20,252,000) | |
Cash Flows from Financing Activities: | |||||
Proceeds from Long-Term Lines of Credit | 0 | 73,700,000 | 73,700,000 | 0 | |
Payments on notes payable | (2,609,000) | (56,797,000) | (58,755,000) | (6,343,000) | |
Distributions to non-controlling interest holders | (325,000) | 0 | |||
Loan fees | 0 | (1,756,000) | (2,734,000) | (154,000) | |
Proceeds from Notes Payable | 0 | 3,866,000 | |||
Proceeds from Issuance of Private Placement | 0 | 51,335,000 | |||
Proceeds received from initial public offering, gross | 0 | 263,000 | |||
Net cash provided by (used in) financing activities | (2,934,000) | 15,147,000 | 12,211,000 | 48,967,000 | |
Net change in cash and cash equivalents and restricted cash | (4,801,000) | (2,931,000) | (5,722,000) | 8,655,000 | |
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] | |||||
Initial consolidation of VIE | 0 | 146,000 | |||
Cash and cash equivalents and restricted cash, beginning of period | 10,974,000 | 16,696,000 | 16,696,000 | 7,895,000 | |
Cash and cash equivalents and restricted cash, end of period | 6,173,000 | 13,765,000 | $ 16,696,000 | 10,974,000 | 16,696,000 |
Reconciliation of Cash and Cash Equivalents and Restricted Cash: | |||||
Cash and cash equivalents at beginning of period | 5,758,000 | 11,805,000 | 11,805,000 | 4,235,000 | |
Restricted cash at beginning of period | 5,216,000 | 4,891,000 | 4,891,000 | 3,660,000 | |
Cash and cash equivalents at end of period | 2,029,000 | 8,182,000 | 11,805,000 | 5,758,000 | 11,805,000 |
Restricted cash at end of period | 4,144,000 | 5,583,000 | 4,891,000 | 5,216,000 | 4,891,000 |
Supplemental disclosures of cash flow information: | |||||
Interest Paid | 6,102,000 | 5,021,000 | 10,613,000 | 9,882,000 | |
Non-cash investing and financing activities: | |||||
Dividends declared not yet paid | 1,500,000 | 1,500,000 | 3,000,000 | 3,000,000 | 3,000,000 |
Accrued capital expenditures | 503,000 | 0 | 1,371,000 | 0 | |
Consolidation of variable interest entities, net | 0 | 3,181,000 | |||
Assumption of debt through acquisition | 0 | 44,478,000 | |||
Acquisition of properties through OP units and warrants | 0 | 56,074,000 | |||
Amounts due from related party | 156,000 | 0 | |||
Fifth Wall Acquisition Corp Three [Member] | |||||
Cash Flows from Operating Activities: | |||||
Net Loss | 3,114,290 | (591,638) | (1,100,581) | 274,559 | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||
General and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 | 0 | |||
Income from investments held in Trust Account | (5,599,927) | (131,392) | (12,561) | (2,936,654) | |
Changes in operating assets and liabilities | |||||
Accounts payable | 348,273 | 111,176 | 87,097 | 200,431 | |
Prepaid expenses | 195,803 | 385,860 | (1,121,860) | 839,360 | |
Accrued expenses | 1,553,760 | 1,517 | 142,704 | 1,396,991 | |
Net cash provided by (used in) operating activities | (387,802) | (224,477) | (1,980,201) | (225,313) | |
Cash Flows from Investing Activities: | |||||
Cash deposited in Trust Account | (275,000,000) | 0 | |||
Cash withdrawn from Trust Account in connection with redemptions | 278,780,559 | 0 | |||
Net cash provided by (used in) investing activities | 278,780,559 | 0 | (275,000,000) | 0 | |
Cash Flows from Financing Activities: | |||||
Proceeds received from initial public offering, gross | 275,000,000 | 0 | |||
Repayment of note payable to related party | (108,892) | 0 | |||
Proceeds from note payable to related party | 108,892 | 0 | |||
Proceeds received from private placement | 9,070,000 | 0 | |||
Offering costs paid | (6,351,813) | (70,000) | |||
Redemption of ordinary shares | (278,780,559) | 0 | |||
Net cash provided by (used in) financing activities | (278,780,559) | 0 | 277,718,187 | (70,000) | |
Net change in cash and cash equivalents and restricted cash | (387,801) | (224,477) | 737,986 | (295,313) | |
Reconciliation of Cash and Cash Equivalents and Restricted Cash: | |||||
Cash and cash equivalents at beginning of period | 442,673 | 737,986 | 737,986 | ||
Cash and cash equivalents at end of period | 54,872 | 737,986 | 442,673 | 737,986 | |
Cash—beginning of the period | 442,673 | 737,986 | 0 | 737,986 | |
Cash—end of the period | 54,872 | 513,509 | 737,986 | 442,673 | $ 737,986 |
Non-cash investing and financing activities: | |||||
Offering costs included in accrued expenses | 70,000 | 0 | |||
Deferred Underwriting commissions in connection with the initial public offering | $ 9,625,000 | 0 | |||
Extinguishment of deferred underwriting commissions | $ 3,609,375 | $ 3,609,375 | $ 6,015,625 |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Disclosure Text Block [Abstract] | ||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note A — Organization and Business Operations Mobile Infrastructure Corporation (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 primarily in top 50 U.S. Metropolitan Statistical Areas (“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, 2023, the Company owned 43 parking facilities in 21 separate markets throughout the United States, with a total of 15,676 parking spaces and approximately 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., 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 45.8% of the common units of the Operating Partnership (the “OP Units”). Color Up, LLC, a Delaware limited liability company (“Color Up”) 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, Chief Financial Officer 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 Merger with Fifth Wall Acquisition Corp. III On 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 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 American 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 • each then issued and outstanding share of the Company’s common stock will convert, on a one-to-1.5 basis, • 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. Additionally, on June 15, 2023, HS3, Harvest Small Cap Partners, L.P. and Harvest Small Cap Partners Master, Ltd., entities controlled by Mr. Osher, and Bombe-MIC The Merger was approved by a majority of the Company’s stockholders at a meeting held on August 10, 2023. The Merger is expected to close on or around August 18, 2023. Concurrent with the closing of 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 be a member of the Operating Company and the Operating Company will be managed by a board of managers, one appointed by the Company and one appointed by the other members of the Operating Company. During the six months ended June 30, 2023 and the year ended December 31, 2022, the Company incurred costs of approximately $3.0 million and $2.1 million, respectively, associated with the Merger. These costs are being accounted for as deferred offering costs in accordance with FASB ASC Topic 340, Other Assets and Deferred Costs | 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 primarily in top 50 U.S. Metropolitan Statistical Areas, with proximity to key demand drivers, such as commerce, events and venues, government and institutions, hospitality and multifamily central business districts. As of December 31, 2022, the Company owned 44 parking facilities (including one property classified as held for sale) in 22 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 45.8% of the common units of the Operating Partnership (the “OP Units”). Color Up, LLC, a Delaware limited liability company (“Color Up”) 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, Chief Financial Officer, 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, Merger with Fifth Wall Acquisition Corp. III On 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 a definitive merger agreement (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 • each then issued and outstanding share of the Company’s common stock will convert, on a 1.5-to-one • 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. 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 Company’s Board of Directors. 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. As a limited liability company, the Operating Partnership will continue to be treated as a partnership and a disregarded entity for tax and accounting purposes. During the year ended December 31, 2022, the Company incurred costs of approximately $2.1 million associated with the Merger. These costs are being accounted for as deferred offering costs in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 340, Other Assets and Deferred Costs Terminated Merger with Mobile Infrastructure Trust On May 27, 2022, the Company entered into an 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”), 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 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 (the “MIT IPO”) of its common shares of beneficial interest. Also, in March 2022, the Company had entered into an agreement with MIT, requiring the Company to be allocated, bear and (where practicable) pay directly certain costs and expenses related to the merger with MIT and the MIT IPO. In connection with the execution of the Merger Agreement with FWAC, the MIT Merger Agreement and the cost allocation agreement with MIT were terminated. During the year ended December 31, 2022, the Company incurred costs of approximately $4.6 million pursuant to the cost allocation agreement with MIT. Such amounts are included on organizational, offering and other costs on the Consolidated Statements of Operations. 2021 Recapitalization On January 8, 2021, the Company entered into an equity purchase and contribution agreement (the “Purchase Agreement”) by 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, LLC (the “Purchaser”). The transactions contemplated by the Purchase Agreement are referred to herein collectively as the “Transaction.” On August 25, 2021, we completed the Transaction and as a result, 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 1.2 million square feet. In addition to the parking garages contributed, proprietary technology was contributed to the Company, which provides management of the Company with real-time information on the performance of its assets. Pursuant to the closing of the Transaction, the Operating Partnership issued 7,495,090 newly issued OP Units at $11.75 per unit for total consideration of $84.1 million, net of transaction costs. The consideration received consisted of $35.0 million of cash, three parking assets with an estimated fair value of approximately $98.8 million and technology with an estimated fair value of $4.0 million. The Company also assumed long-term debt with an estimated 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, par value $0.0001 per share, of the Company (the “Common Stock”) at an exercise price of $11.75 for an aggregate cash purchase price of up to $20 million. The estimated fair value of the warrants recorded as of the closing date of the Transaction was approximately $3.3 million. Transaction expenses not directly related to the acquisition of the three contributed real estate assets or issuance of OP Units of approximately $12.2 million and the settlement of the deferred management internalization liability of $10.0 million were recorded in transaction expenses and settlement of deferred management internalization, respectively, in the Consolidated Statements of Operations. Management assessed the potential accounting treatment for the Transaction by applying ASC 805 and determined that the Transaction did not result in a change of control. As a result, the three contributed real estate assets and the technology platform acquired, described above, were accounted for by the Company as asset acquisitions in the financial statements, which required recognition of assets and liabilities at acquired cost and reflect the capitalization of any transaction costs directly attributable to the asset acquisition. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Disclosure Text Block [Abstract] | ||
Significant Accounting Policies [Text Block] | Note B — Summary of Significant Accounting Policies Basis of Accounting The consolidated financial statements of the Company are prepared on the accrual basis of accounting and in accordance with principles generally accepted in the United States of America (“GAAP”) for interim financial information as contained in the 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 consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary to give a fair presentation of operating results for the periods presented have been included. 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, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. There were no significant changes to our significant accounting policies during the six months ended June 30, 10-K 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 June 30, 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 June 30, 2023 Form 10-Q, 10-K), which In response to these conditions, management’s plans include utilizing proceeds from the pending merger with Fifth Wall Acquisition Corporation III to pay-down Additional 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. 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 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 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. Noncontrolling interests on our Consolidated Balance Sheets represent the portion of equity that we do not own in the entities we consolidate. Net income or loss attributable to non-controlling pro-rata 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 fifteen and fourteen parking tenant-operators during the six months ended June 30, 2023 and 2022, respectively. One tenant/operator, SP + Corporation (Nasdaq: SP) (“SP+”), represented 61.0% and 59.4% of the Company’s revenue, excluding commercial revenue, for the six months ended June 30, 2023 and 2022, respectively. Premier Parking Service, LLC represented 12.4% and 13.3% of the Company’s revenue, excluding commercial revenue, for the six months ended June 30, 2023 and 2022, respectively. In addition, the Company had concentrations in Cincinnati (19.2%), Detroit (12.5%), Chicago (8.7%), and Houston (7.8%) based on gross book value of real estate as of June 30, 2023 and December 31, 2022. As of June 30, 2023 and December 31, 2022, 57.6% and 59.2% of the Company’s outstanding accounts receivable balance, respectively, was with SP+. 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 third-party valuations 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 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 as-if in-place in-place in-place analysis of the in-place lease-up lease-up The value of lease intangibles is amortized to depreciation and amortization expense in our Consolidated Statements of Operations over the remaining term of the respective lease. If a tenant terminates its lease with us, the unamortized portion of any lease intangible is recognized over the shortened lease term. 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 through future undiscounted cash flows, we recognize an impairment loss to the extent that the carrying value exceeds the estimated fair value of the property. When we determine that a property should be classified as held for sale, we recognize an impairment loss to the extent the property’s carrying value exceeds its fair value less estimated cost to dispose of the asset. 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 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 and second quarter filings of 2022. A summary of such errors is outlined in the table below and includes errors related to the cut-off 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 June 30, 2022 As reported Adjustments As (in thousands) Consolidated Balance Sheet: Buildings and improvements $ 271,046 $ (156 ) $ 270,890 Fixed assets, net 296 (81 ) 215 Cash 8,623 (441 ) 8,182 Cash – restricted 5,357 226 5,583 Prepaid expenses 544 (138 ) 406 Accounts receivable 2,494 (291 ) 2,203 Due from related parties — 156 156 Other assets 121 (127 ) (6 ) Notes payable, net 150,299 (37 ) 150,262 Revolving Credit Facility, net 72,106 290 72,396 Accounts payable and accrued liabilities 18,530 (856 ) 17,674 Security Deposit 185 (46 ) 139 Deferred revenue 101 (35 ) 66 Accumulated deficit (104,541 ) (305 ) (104,846 ) Non-controlling 102,986 (352 ) 102,634 Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 As reported Adjustments As Corrected As reported Adjustments As Corrected (in thousands, except per share data) (in thousands, except per share data) Consolidated Statement of Operations: Base rent income $ 2,122 $ (120 ) $ 2,002 $ 4,173 $ (120 ) $ 4,053 Management agreement 427 (427 ) — 427 (114 ) 313 Percentage rent 4,856 175 5,031 9,185 271 9,456 Property taxes 1,844 (105 ) 1,739 3,680 (105 ) 3,575 Property operating expense 731 (33 ) 698 1,568 (96 ) 1,472 General and administrative 1,882 (44 ) 1,838 3,388 (44 ) 3,344 Professional fees 532 (38 ) 494 1,562 (387 ) 1,175 Organizational, offering and other costs 1,567 309 1,876 2,525 197 2,722 Depreciation and amortization 2,021 43 2,064 3,988 43 4,031 Interest expense (3,168 ) (198 ) (3,366 ) (5,707 ) (250 ) (5,957 ) Other income 15 46 61 30 46 76 Net loss (3,997 ) (656 ) (4,653 ) (8,275 ) 225 (8,050 ) Net income attributable to non-controlling (2,311 ) (352 ) (2,663 ) (4,783 ) 126 (4,657 ) Net loss attributable to Mobile Infrastructure Corporation’s common stockholders (2,436 ) (304 ) (2,740 ) (4,992 ) 99 (4,893 ) Net loss per share attributable to Mobile Infrastructure Corporation’s common stockholders — basic and diluted $ (0.31 ) $ (0.04 ) $ (0.35 ) $ (0.64 ) $ 0.01 $ (0.63 ) Reportable Segments Our principal business is the ownership and operation of parking facilities. We do not distingu ish o Equity Compensation Equity compensation 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 B Summary of Significant Accounting Policies Basis of Accounting The consolidated financial statements of the Company are prepared on the accrual basis of accounting and in accordance with principles generally accepted in the United States of America (“GAAP”) for financial information as contained in the FASB ASC, and in conjunction with rules and regulations of the SEC. In the opinion of management, all normal recurring adjustments considered necessary to give a fair presentation of operating results for the periods presented have been included. Certain prior period amounts have been reclassified to conform to the current period presentation. 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 December 31, 2022, 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 December 31, 2022 Form 10-K, achieve a fixed charge coverage ratio (“FCCR”) of 1.4 to 1.0 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 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 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 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. Noncontrolling interests on our Consolidated Balance Sheets represent the portion of equity that we do not own in the entities we consolidate. Net income or loss attributable to non-controlling pro-rata Equity investments in which the Company exercises significant influence but does not control and is not the primary beneficiary are accounted for using the equity method. The Company’s share of its equity method investees’ earnings or losses is included in other income in the accompanying Consolidated Statements of Operations. 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 fifteen and fourteen parking operators during the years ended December 31, 2022 and 2021, respectively. One tenant/operator, SP + Corporation (Nasdaq: SP) (“SP+”), represented 60.5% of the Company’s revenue, excluding commercial revenue, for both the years ended December 31, 2022 and 2021. Premier Parking Service, LLC represented 12.4% and 12.6% of the Company’s revenue, excluding commercial revenue, for the years ended December 31, 2022 and 2021, respectively. In addition, the Company had concentrations in Cincinnati (19.2% and 20.8%), Detroit (12.5% and 13.8%), Chicago (8.7% and 9.5%), and Houston (7.8% and 8.5%) based on gross book value of real estate as of December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, 59.2% and 52.2% of the Company’s outstanding accounts receivable balance, respectively, was with SP+. 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 third-party valuations 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 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 as-if in-place in-place in-place in-place lease-up lease-up The value of lease intangibles is amortized to depreciation and amortization expense in our Consolidated Statements of Operations over the remaining term of the respective lease. If a tenant terminates its lease with us, the unamortized portion of any lease intangible is recognized over the shortened lease term. 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 When we determine that a property should be classified as held for sale, we recognize an impairment loss to the extent the property’s carrying value exceeds its fair value less estimated cost to dispose of the asset. 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 charge to earnings representing the difference between the carrying amount and the estimated fair value of the indefinite-lived intangible asset. Cash The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents may include cash and short-term investments. Short-term investments are stated at cost, which approximates fair value and may consist of investments in money market accounts and money market funds. From time to time, the cash and cash equivalent balances at one or more of our financial institutions may exceed the Federal Depository Insurance Corporation coverage. Balances of cash and cash equivalents held at financial institutions may, at times, be in excess of the Federal Deposit Insurance Corporation (FDIC) insurance limit. The Company mitigates credit risk by placing cash and cash equivalents with major financial institutions. Restricted Cash Restricted cash primarily consists of escrowed tenant improvement funds, real estate taxes, capital improvement funds, insurance premiums and other amounts required to be escrowed pursuant to loan agreements. Leases The majority of the Company’s revenue is rental income derived from leases of our real estate assets. We account for our leases in accordance with ASC Topic 842, Leases (“ASC 842”). The majority of the Company’s leases are structured such that tenants pay base rent and percentage rent in an amount equal to a designated percentage of the amount by which gross revenues at the property during any lease year exceed a negotiated base amount; tenants are also financially responsible for all, or substantially all, property-level operating and maintenance expenses, subject to certain exceptions. The Company negotiates base rent, percentage rent and the base amount used in the calculation of percentage rent with the applicable tenant based on economic factors applicable to the particular parking facility and geographic market. In general, the Company expects that the rent received from tenants will constitute the majority of the gross receipts generated at such parking facility above the applicable negotiated threshold. A lease is determined to be an operating, sales-type, or direct financing lease using the criteria established in ASC 842. Leases will be considered either sales-type or direct financing leases if any of the following criteria are met: • if the lease transfers ownership of the underlying asset to the lessee by the end of the term; • if the lease grants the lessee an option to purchase the underlying asset that is reasonably certain to be exercised; • if the lease term is for the major part of the remaining economic life of the underlying asset; or • if the present value of the sum of the lease payments and any residual value guaranteed by the lessee equals or exceeds substantially all of the fair value of the underlying asset. If none of the criteria listed above are met, the lease is classified as an operating lease. Currently, all of the Company’s leases are classified as operating leases. Certain of our lease agreements provide for tenant reimbursements of property taxes and other operating expenses that are variable depending upon the applicable expenses incurred. These reimbursements are accrued as base rental income in our Consolidated Statements of Operations in the period in which the applicable expenses are incurred. Certain assumptions and judgments are made in estimating the reimbursements at the end of each reporting period. The Company does not expect the actual results to materially differ from the estimated reimbursements. Lease receivables are reviewed each reporting period to determine whether or not it is probable that we will realize substantially all lease payments from our tenants. If it is not probable substantially all of the remaining lease payments from a tenant will be collected, we will recognize a charge to rental income for any accrued rent receivables, including straight-line receivables. Future rental income for that tenant will then be recognized on a cash basis, including any amounts relating to tenant reimbursement of expenses. Recording lease income on an accrual basis will resume for tenants once the Company believes the collection of rent for the remaining lease term is probable, which will generally be after a period of regular payments. Additionally, the Company records a general reserve based on a review of operating lease receivables at a company level to ensure they are properly valued based on analysis of historical bad debt, outstanding balances, and the current economic climate. As of December 31, 2022 and 2021, the reserve in accounts receivable for uncollectible amounts was $0.1 million. Revenue Recognition In 2020, as a result of the COVID-19 Revenue from Contracts with Customers Investments in Real Estate Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life of the asset. Costs of repairs and maintenance are expensed as incurred. Depreciation is recognized on a straight-line method over the estimated useful lives of each asset type. We periodically assess the reasonableness of useful lives which generally have the following lives, by asset class: up to 40 years for buildings, 15 years for land improvements, five years for fixtures and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests, generally one Stock-Based Compensation Stock-based 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. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Valuation allowances are established when management determines that it is more likely than not that all or some portion of the deferred tax asset will not be realized. A full valuation allowance has been recorded for deferred tax assets due to the Company’s history of taxable losses. The Company uses a two-step 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. |
Acquisitions and Dispositions o
Acquisitions and Dispositions of Investments in Real Estate | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Disclosure Text Block [Abstract] | ||
Asset Acquisition [Text Block] | 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 C 2022 The following table is a summary of the one parking asset acquisition completed during the year ended December 31, 2022 (dollars in thousands). Property Location Date Property # Size / Commercial Purchase 222 Sheridan Bricktown Garage LLC Oklahoma City, OK 6/7/2022 Garage 555 0.64 15,628 $ 17,513 The following table is a summary of the allocated acquisition value of the property acquired by the Company during the year ended December 31, 2022 (dollars in thousands). Land and Building and In-Place Total assets 222 Sheridan Bricktown Garage LLC $ 1,314 $ 16,020 $ 179 $ 17,513 On September 1, 2022, the Company sold a parking lot located in Canton, Ohio for $0.7 million, resulting in a loss on sale of real estate of approximately $0.1 million. The Company received net proceeds of approximately $0.1 million after the repayment of the outstanding mortgage loan, interest and transaction costs. In February 2023, the Company sold a parking lot located in Wildwood, NJ for $1.5 million and we anticipate recognizing an estimated gain on sale of real estate of approximately $0.7 million during the first quarter of 2023. The assets (substantially all real estate) and liabilities (substantially all mortgage debt) for this property were classified as held for sale on our Consolidated Balance Sheet as of December 31, 2022. 2021 The following table is a summary of the parking asset acquisitions completed during the year ended December 31, 2022 (dollars in thousands). Property Location Date Property # Size / Retail Purchase 1W7 Carpark, LLC Cincinnati, OH 8/25/2021 Garage 765 1.21 18,385 $ 32,122 222W7 Holdco, LLC Cincinnati, OH 8/25/2021 Garage 1625 1.84 — $ 28,314 322 Streeter Holdco, LLC Chicago, IL 8/25/2021 Garage 1154 2.81 — $ 38,483 2nd Street Miami Garage, LLC Miami, FL 9/9/2021 Contract 118 N/A — $ 3,253 Denver 1725 Champa Street Garage, LLC Denver, CO 11/3/2021 Garage 450 0.72 — $ 16,274 The following table is a summary of the allocated acquisition value of all properties acquired by the Company for the year ended December 31, 2022 (dollars in thousands). Land and Building and In-Place Contract Total assets 1W7 Carpark, LLC $ 2,995 $ 28,819 $ 308 $ — $ 32,122 222W7 Holdco, LLC 4,391 23,923 — — 28,314 322 Streeter Holdco, LLC 11,387 27,096 — — 38,483 2nd Street Miami Garage, LLC (a) 93 — — 3,160 3,253 Denver 1725 Champa Street Garage, LLC 7,414 8,860 — — 16,274 $ 26,280 $ 88,698 $ 308 $ 3,160 $ 118,446 (a) The value of in-place in-place There were no dispositions of real estate for the year ended December 31, 2021. |
Intangible Assets
Intangible Assets | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Disclosure Text Block [Abstract] | ||
Intangible Assets Disclosure [Text Block] | Note D — Intangible Assets A schedule of the Company’s intangible assets and related accumulated amortization as of June 30, 2023 and December 31, 2022 is as follows (dollars in thousands): As of June 30, 2023 As of December 31, 2022 Gross carrying Accumulated Gross carrying Accumulated In-place $ 2,564 $ 1,783 $ 2,564 $ 1,621 Lease commissions 165 119 165 106 Indefinite lived contract 3,160 — 3,160 — Acquired technology 4,242 784 4,217 561 Total intangible assets $ 10,131 $ 2,686 $ 10,106 $ 2,288 Amortization of the in-place A schedule of future amortization of acquired intangible assets for the six months ended June 30, 2023 and thereafter is as follows (dollars in thousands): In-place Lease Acquired 2023 (Remainder) $ 161 $ 12 $ 231 2024 303 20 448 2025 189 9 448 2026 102 4 448 2027 26 1 421 Thereafter — — 1,462 $ 781 $ 46 $ 3,458 | Note D A schedule of the Company’s intangible assets and related accumulated amortization for the years ended December 31, 2022 and 2021 is as follows (dollars in thousands): 2022 2021 Gross Accumulated Gross Accumulated In-place $ 2,564 $ 1,621 $ 2,398 $ 1,311 Lease commissions 165 106 152 82 Indefinite lived contract 3,160 — 3,160 — Acquired technology 4,217 561 4,046 133 Total intangible assets $ 10,106 $ 2,288 $ 9,756 $ 1,526 Amortization of the in-place A schedule of future amortization of acquired intangible assets for the year ended December 31, 2022 and thereafter is as follows (dollars in thousands): Acquired in- place leases Lease Technology 2023 $ 320 $ 24 $ 448 2024 303 21 443 2025 189 9 443 2026 102 4 443 2027 29 1 415 Thereafter — — 1,464 $ 943 $ 59 $ 3,656 |
Notes Payable
Notes Payable | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Disclosure Text Block [Abstract] | ||
Debt Disclosure [Text Block] | Note E — Notes Payable As of June 30, 2023, the principal balances on notes payable are as follows (dollars in thousands): Loan Original Monthly Balance as Lender Interest Loan 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 $ 7,532 Barclays 4.25 % 12/6/2024 322 Streeter Holdco LLC $ 25,900 $ 130 $ 25,015 American National Insurance Co. 3.50 % 3/1/2025 MVP Houston Saks Garage, LLC $ 3,650 $ 20 $ 2,907 Barclays Bank PLC 4.25 % 8/6/2025 Minneapolis City Parking, LLC $ 5,250 $ 29 $ 4,302 American National Insurance, of NY 4.50 % 5/1/2026 MVP Bridgeport Fairfield Garage, LLC $ 4,400 $ 23 $ 3,598 FBL Financial Group, Inc. 4.00 % 8/1/2026 West 9th Properties II, LLC $ 5,300 $ 30 $ 4,421 American National Insurance Co. 4.50 % 11/1/2026 MVP Fort Worth Taylor, LLC $ 13,150 $ 73 $ 11,000 American National Insurance, of NY 4.50 % 12/1/2026 MVP Detroit Center Garage, LLC $ 31,500 $ 194 $ 27,160 Bank of America 5.52 % 2/1/2027 MVP St. Louis Washington, LLC (1) $ 1,380 $ 8 $ 1,258 KeyBank * 4.90 % 5/1/2027 St. Paul Holiday Garage, LLC (1) $ 4,132 $ 24 $ 3,764 KeyBank * 4.90 % 5/1/2027 Cleveland Lincoln Garage, LLC (1) $ 3,999 $ 23 $ 3,643 KeyBank * 4.90 % 5/1/2027 MVP Denver Sherman, LLC (1) $ 286 $ 2 $ 260 KeyBank * 4.90 % 5/1/2027 MVP Milwaukee Arena Lot, LLC (1) $ 2,142 $ 12 $ 1,951 KeyBank * 4.90 % 5/1/2027 MVP Denver 1935 Sherman, LLC (1) $ 762 $ 4 $ 694 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 $ 11,143 Key Bank ** 5.02 % 8/1/2027 Less unamortized loan issuance costs $ (613 ) $145,675 (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 June 30, 2023, borrowers for two of the Company’s loans totaling $38.7 million, failed to meet certain loan covenants. As a result, we are subject to additional cash management procedures, which resulted in approximately $0.3 million of restricted cash at June 30, 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 June 30, 2023, one loan exited cash management as the property has maintained consecutive quarters of the minimum debt service coverage ratio. As of June 30, 2023, future principal payments on notes payable are as follows (dollars in thousands): 2023 (remainder) $ 11,414 2024 16,012 2025 29,091 2026 22,708 2027 67,063 Thereafter — Total $ 146,288 | Note E — Notes Payable As of December 31, 2022 and 2021, the principal balances on notes payable are as follows (dollars in thousands): Loan (4) Original Monthly Balance as 12/31/22 Lender Term Interest Loan MVP Milwaukee Old World $ 771 I/O $ 1,871 Vestin Realty Mortgage II 1 7.50% 8/25/2023 Minneapolis Venture $ 2,000 I/O $ 4,000 Vestin Realty Mortgage II 1 7.50% 8/25/2023 MVP Milwaukee Clybourn $ 191 I/O $ 191 Vestin Realty Mortgage II 1 7.50% 8/25/2023 MVP Clarksburg Lot $ 476 I/O $ 379 Vestin Realty Mortgage II 1 7.50% 8/25/2023 MVP Cincinnati Race Street $ 2,550 I/O $ 3,450 Vestin Realty Mortgage II 1 7.50% 8/25/2023 MVP Memphis Poplar (3) $ 1,800 I/O $ 1,800 LoanCore 5 5.38% 3/6/2024 MVP St. Louis (3) $ 3,700 I/O $ 3,700 LoanCore 5 5.38% 3/6/2024 Mabley Place Garage $ 9,000 $ 44 $ 7,635 Barclays 10 4.25% 12/6/2024 322 Streeter Holdco $ 25,900 $ 130 $ 25,352 American National Insurance Co. 5 * 3.50% 3/1/2025 MVP Houston Saks Garage $ 3,650 $ 20 $ 2,963 Barclays Bank PLC 10 4.25% 8/6/2025 Minneapolis City Parking $ 5,250 $ 29 $ 4,379 American National Insurance, of NY 10 4.50% 5/1/2026 MVP Bridgeport Fairfield Garage $ 4,400 $ 23 $ 3,664 FBL Financial Group, Inc. 10 4.00% 8/1/2026 West 9th Properties II $ 5,300 $ 30 $ 4,497 American National Insurance Co. 10 4.50% 11/1/2026 MVP Fort Worth Taylor $ 13,150 $ 73 $ 11,189 American National Insurance, of NY 10 4.50% 12/1/2026 MVP Detroit Center Garage $ 31,500 $ 194 $ 27,625 Bank of America 10 5.52% 2/1/2027 MVP Denver Sherman (1) $ 286 $ 2 $ 264 KeyBank 10 * 4.90% 5/1/2027 MVP Milwaukee Arena Lot (1) $ 2,142 $ 12 $ 1,977 KeyBank 10 * 4.90% 5/1/2027 MVP Denver 1935 Sherman (1) $ 762 $ 4 $ 703 KeyBank 10 * 4.90% 5/1/2027 MVP St. Louis Washington (1) $ 1,380 $ 24 $ 1,274 KeyBank 10 * 4.90% 5/1/2027 St. Paul Holiday Garage (1) $ 4,132 $ 8 $ 3,814 KeyBank 10 * 4.90% 5/1/2027 Cleveland Lincoln Garage (1) $ 3,999 $ 23 $ 3,691 KeyBank 10 * 4.90% 5/1/2027 MVP Indianapolis Meridian Lot (2) $ 938 I/O $ 938 Cantor Commercial Real Estate 10 ** 5.03% 5/6/2027 MVP Louisville Broadway Station (2) $ 1,682 I/O $ 1,682 Cantor Commercial Real Estate 10 ** 5.03% 5/6/2027 MVP Whitefront Garage (2) $ 6,454 I/O $ 6,454 Cantor Commercial Real Estate 10 ** 5.03% 5/6/2027 MVP Houston Preston Lot (2) $ 1,627 I/O $ 1,627 Cantor Commercial Real Estate 10 ** 5.03% 5/6/2027 MVP Houston San Jacinto Lot (2) $ 1,820 I/O $ 1,820 Cantor Commercial Real Estate 10 ** 5.03% 5/6/2027 St. Louis Broadway (2) $ 1,671 I/O $ 1,671 Cantor Commercial Real Estate 10 ** 5.03% 5/6/2027 St. Louis Seventh & Cerre (2) $ 2,057 I/O $ 2,057 Cantor Commercial Real Estate 10 ** 5.03% 5/6/2027 St Louis Cardinal Lot DST $ 6,000 I/O $ 6,000 Cantor Commercial Real Estate 10 5.25% 5/31/2027 MVP Preferred Parking $ 11,330 $ 66 $ 11,257 Key Bank 10 ** 5.02% 8/1/2027 Less unamortized loan issuance costs $ (974 ) $ 146,948 (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. (4) The table above excludes mortgage debt related to the MVP Wildwood NJ Lot, LLC. This property was classified as held for sale as of December 31, 2022. As such, the $1.0 million outstanding principal and related unamortized loan issuance costs are reported as liabilities held for sale on the Consolidated Balance Sheets. * 2 Year Interest Only ** 10 Year Interest Only I/O - Interest Only In 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. The forgiveness of this loan was recognized in the consolidated statements of operations for the year ended December 31, 2022. During 2021, VRMI and VRMII acquired $11.5 million of outstanding notes payable the Company had with various lenders. On July 5, 2022, VRMI merged with and into Suncrest Holdings, LLC (“Suncrest”), an entity managed by an entity majority owned and controlled by Mr. 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 (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 under the five VRMI Notes originally matured and were payable in full on August 25, 2022. However, in August 2022, the Company extended the term of the VRMI Notes to August 2023. In connection with this extension, the coupon rate was increased from 7.0% to 7.5% and the Company paid VRMII a $0.6 million extension fee. 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 December 31, 2022 and 2021, borrowers for three of the Company’s loans totaling $55.6 million and seven loans totaling $96.0 million, respectively, failed to meet certain loan covenants. As a result, we are subject to additional cash management procedures, which resulted in approximately $0.7 million and $1.0 million of restricted cash at December 31, 2022 and 2021, respectively. In order to exit cash management, certain debt service coverage ratios or debt yield tests must be exceeded for two consecutive quarters to return to less restrictive cash management procedures. As of December 31, 2022, $1.0 million of our restricted cash was for two borrowers that had consecutive debt service coverage ratios in excess of required amounts during 2022 and were in process of being released from cash management. As of December 31, 2022, future principal payments on notes payable are as follows (dollars in thousands): 2023 $ 13,048 2024 16,012 2025 29,091 2026 22,708 2027 67,063 Thereafter — Total $ 147,922 |
Revolving Credit Facility
Revolving Credit Facility | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Revolving Credit Facility | 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 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 June 30, 2023, the Company was not in compliance with all applicable covenants in agreements governing its debt, resulting in events of default. As of June 30, 2023, the balance of unamortized loan fees associated with the Revolving Credit Facility is $0.6 million which is being amortized to interest expense in the Consolidated Statements of Operations over the remaining term. | Note F — Revolving Credit Facility On March 29, 2022, the Company entered into a On April 15, 2022, the Company drew on the Revolving Credit Facility 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. On April 21, 2022, the Company drew on the Revolving Credit Facility 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, respectively, and were secured by two properties. On June 6, 2022, the Company drew on the Revolving Credit Facility for $17.6 million to fund the acquisition of 222 Sheridan Bricktown Garage LLC. As of December 31, 2022, the Company had drawn $73.7 million of the available $75.0 million in the Credit Agreement. 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. In connection with this extension, the Company paid an extension fee of $375,000 (plus fees), which is being deferred and amortized over the new term of the Revolving Credit Facility. As of December 31, 2022, the balance of unamortized loan fees associated with the Revolving Credit Facility is $1.0 million which is being amortized to interest expense in the Consolidated Statements of Operations over the remaining term. |
Equity
Equity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Equity [Text Block] | 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 June 30, 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. 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 $15.7 million of which approximately $6.4 million had been paid to Series 1 Preferred Stock stockholders. As of June 30, 2023 and December 31, 2022, approximately $9.3 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 June 30, 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 June 30, 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 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 $1.2 million of which approximately $0.6 million had been paid to Series A stockholders. As of December 31, 2022 and 2021, approximately $0.6 million and $0.4 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. 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 $14.3 million of which approximately $6.4 million had been paid to Series 1 Preferred Stock stockholders. As of December 31, 2022 and 2021, approximately $7.9 million 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. Warrants On August 25, 2021, in connection with the closing of the Transaction, the Company entered into a warrant agreement (the “Warrant Agreement”) pursuant to which it issued to Color Up 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, 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. The issuance date fair value was determined using option pricing models and assumptions that were based on the individual characteristics of the Common Stock 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. Tender Offer On October 5, 2021, Color Up 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. On November 5, 2021, a total of 878,082 shares of common stock were validly tendered and not validly withdrawn pursuant to the Offer and Color Up accepted for purchase all such shares. Color Up initiated payment of an aggregate of approximately $10.3 million to the stockholders participating in the Offer. Effective November 8, 2021, Color Up executed a subscription agreement with the Company pursuant to which Color Up acquired the remaining 22,424 shares of common stock 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 “ 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 Company used proceeds from the Securities Purchase Agreement for working capital purposes, including expenses related to the Securities 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 Securities Purchase Agreement. Convertible Noncontrolling Interests As of December 31, 2022, 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 December 31, 2022 are classified as noncontrolling interests within permanent equity on our consolidated balance sheets. 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. |
Fifth Wall Acquisition Corp Three [Member] | ||
Equity [Text Block] | NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares Class A Ordinary Shares- Class B Ordinary Shares Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law; provided, that, prior to the initial Business Combination, holders of Class B ordinary shares will have the right to appoint all of the Company’s directors and remove members of the board of directors for any reason, and holders of Class A ordinary shares will not be entitled to vote on the appointment of directors during such time. Class B ordinary shares will automatically convert into Class A ordinary shares on a one-for-one basis (the “Initial Conversion Ratio”) (a) at any time and from time to time at the option of the Sponsor; or (b) automatically on the day of the consummation of a Business Combination. Notwithstanding the Initial Conversion Ratio, in the case that additional Class A ordinary shares or any other equity-linked securities, are issued, or deemed issued, by the Company in excess of the amounts offered in the Initial Public Offering and related to the consummation of a Business Combination, including pursuant to a specified future issuance, the ratio at which Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the Sponsor agrees to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted | NOTE 8. SHAREHOLDERS’ DEFICIT Preference Shares Class A Ordinary Shares- Class B Ordinary Shares Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law; provided, that, prior to the initial Business Combination, holders of Class B ordinary shares will have the right to appoint all of the Company’s directors and remove members of the board of directors for any reason, and holders of Class A ordinary shares will not be entitled to vote on the appointment of directors during such time. Class B ordinary shares will automatically convert into Class A ordinary shares on a one-for-one related to the consummation of a Business Combination, including pursuant to a specified future issuance, the ratio at which Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the Sponsor agrees to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20 per cent of the sum of all Class B ordinary shares in issue upon completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (after giving effect to any redemptions of Class A ordinary shares by public shareholders), excluding any Class A shares on the day of consummation of the initial Business Combination is not subject to any further triggering events. |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Disclosure Text Block [Abstract] | ||
Share-Based Payment Arrangement [Text Block] | 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 non-management three year non-management For the three and six months ended June 30, 2023, the Company recognized $1.2 million and $2.6 million in non-cash non-cash The following table sets forth a roll forward of all incentive equity awards for the six months ended June 30, 2023: As of June 30, 2023 Number of Weighted Avg Grant FV Per Unvested — January 1, 2023 1,782,027 $ 12.65 Granted 158,196 13.69 Vested (32,422 ) 13.91 Forfeited — — Unvested — June 30, 2023 1,907,801 $ 12.72 | Note I—Stock-Based Compensation On May 27, 2022, the Operating Partnership issued long-term incentive equity awards in the form of Director LTIP units of the Operating Partnership (“Director LTIP Units”) to the Company’s five independent directors in consideration for their accrued but unpaid director compensation fees. The Director 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 Director LTIP Units, the associated compensation was anticipated to be paid in cash, and as such, the expense was accrued as a liability in the Consolidated Balance Sheets. Upon vesting, the Director LTIP Units are redeemable in cash or shares, at the option of the holder. As a result, the Director LTIP Units are classified as a liability within accounts payable and accrued expenses in the Consolidated Balance Sheet as of December 31, 2022. Also 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. The grant date fair value of the 750,000 PUs with market conditions was estimated at $8.95 per unit using a Monte Carlo simulation for the future stock prices of the Company and its corresponding peer group. The 750,000 PUs subject to a performance condition will vest if the Company’s adjusted funds from operations 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. The PUs subject to a performance condition were deemed not probable of achievement as of December 31, 2022. The probability of achievement of the performance condition will continue to be assessed throughout the performance period. 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 OP Units issued. Each unvested PU is entitled to receive 10% of the distributions payable on OP Units. On August 23, 2022, the Board granted 272,341 LTIP Units of the Operating Partnership to Mr. Chavez and Ms. Hogue, in lieu of full satisfaction of the Company’s obligation to issue to Mr. Chavez and Ms. Hogue restricted shares of common stock under their respective employment agreements with the Company (the “Executive LTIP Units”). As of the original grant date, the Executive LTIP Units were to vest in full only upon the occurrence of a Liquidity Event (as defined in Mr. Chavez and Ms. Hogue’s respective employment agreements) prior to August 25, 2024. On December 13, 2022, in connection with the Merger, the agreements granting these Executive LTIP Units were amended to require a service condition for a period of one year from a Liquidity Event. The modified grant date fair value of these Executive LTIP Units was determined to be $15.00 per unit. These Executive LTIP Units were deemed not probable of achievement as of the modification date and December 31, 2022. The following table sets forth a roll forward of all incentive equity awards for the year ended December 31, 2022: As of December 31, 2022 Number of Incentive Weighted Avg Grant Balance—January 1, 2022 — $ — Granted 1,782,027 12.65 Vested — — Forfeited — — Total unvested units 1,782,027 $ 12.65 The Company recognized $2.5 million and $0.1 million of amortization of stock-based compensation for the years ended December 31, 2022 and 2021, respectively, which is included in general and administrative expenses in the Consolidated Statements of Operations. The remaining unrecognized compensation cost of approximately $4.2 million for PUs with market conditions is expected to be recognized over the remaining derived service period of 12 months. No amortization was recognized for the Executive LTIPs or PUs with performance conditions as they were deemed not probable of achievement. The unrecognized compensation cost of $15.7 million of these awards will be recognized once the performance conditions are deemed to be probable of achievement. Long-Term Incentive Plan The Company’s board of directors has adopted a long-term incentive plan which the Company may use to attract and retain qualified directors, officers, employees and consultants. The Company’s long-term incentive plan will offer these individuals an opportunity to participate in the Company’s growth through awards in the form of, or based on, the Company’s common stock. The Company currently anticipates that it will not issue awards under the Company’s long-term incentive plan, although it may do so in the future, including possible equity grants to the Company’s independent directors as a form of compensation. The long-term incentive plan authorizes the granting of restricted stock, stock options, stock appreciation rights, restricted or deferred stock units, dividend equivalents, other stock-based awards and cash-based awards to directors, officers, employees and consultants of the Company and the Company’s affiliates selected by the board of directors for participation in the Company’s long-term incentive plan. Stock options granted under the long-term incentive plan will not exceed an amount equal to 10% of the outstanding shares of the Company’s common stock on the date of grant of any such stock options. Stock options may not have an exercise price that is less than the fair market value of a share of the Company’s common stock on the date of grant. The Company’s Board of Directors or a committee appointed by its Board of Directors will administer the long-term incentive plan, with sole authority to determine all of the terms and conditions of the awards, including whether the grant, vesting or settlement of awards may be subject to the attainment of one or more performance goals. No awards will be granted under the long-term incentive plan if the grant or vesting of the awards would jeopardize the Company’s status as a REIT under the Code (if applicable) or otherwise violate the ownership and transfer restrictions imposed under its charter. Unless otherwise determined by the Company’s Board of Directors, no award granted under the long-term incentive plan will be transferable except through the laws of descent and distribution. The Company has authorized and reserved an aggregate maximum number of 500,000 common shares for issuance under the long-term incentive plan. In the event of a transaction between the Company and its stockholders that causes the per-share spin-off, The Company’s Board of Directors may in its sole discretion at any time determine that all or a portion of a participant’s awards will become fully vested. The board may discriminate among participants or among awards in exercising such discretion. The long-term incentive plan will automatically expire on the tenth anniversary of the date on which it is approved by the Board of Directors and stockholders, unless extended or earlier terminated by the Board of Directors. The Company’s Board of Directors may terminate the long-term incentive plan at any time. The expiration or other termination of the long-term incentive plan will not, without the participant’s consent, have an adverse impact on any award that is outstanding at the time the long-term incentive plan expires or is terminated. The Board of Directors may amend the long-term incentive plan at any time, but no amendment will adversely affect any award without the participant’s consent and no amendment to the long-term incentive plan will be effective without the approval of the Company’s stockholders if such approval is required by any law, regulation or rule applicable to the long-term incentive plan. There are no awards outstanding under the long-term incentive plan. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Disclosure Text Block [Abstract] | ||
Earnings Per Share | 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 the two-class The following table reconciles the numerator and denominator used in computing the Company’s basic and diluted per-share For the three months ended For the six months ended June 30, June 30, June 30, June 30, Numerator: Net loss attributable to MIC $ (2,468 ) $ (2,740 ) $ (4,765 ) $ (4,893 ) Net loss attributable to participating securities — — — — Net loss attributable to MIC common stock $ (2,468 ) $ (2,740 ) $ (4,765 ) $ (4,893 ) Denominator: Basic and dilutive weighted average shares of Common Stock outstanding 7,762,375 7,762,375 7,762,375 7,762,375 Basic and diluted loss per weighted average common share: Basic and dilutive $ (0.32 ) $ (0.35 ) $ (0.61 ) $ (0.63 ) | Note K – Earnings (Loss) 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 the two-class warrants were antidilutive as a result of the net loss for the years ended December 31, 2022 and 2021 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 year ended December 31, 2022. The Company did not have any additional dilutive shares resulting in basic loss per share equaling dilutive loss per share for the year ended December 31, 2021. The following table reconciles the numerator and denominator used in computing the Company’s basic and diluted per-share 2022 2021 Numerator: Net loss attributable to MIC $ (11,119 ) $ (14,064 ) Net loss attributable to participating securities — — Net loss attributable to MIC common stock $ (11,119 ) $ (14,064 ) Denominator: Basic and dilutive weighted average shares of Common Stock outstanding 7,762,375 7,741,192 Basic and diluted loss per weighted average common share: Basic and dilutive $ (1.43 ) $ (1.82 ) |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Disclosure Text Block [Abstract] | ||
Variable Interest Entities | 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 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 $12.0 million (substantially all real estate investments) and liabilities of approximately $6.1 million (substantially all mortgage debt) as of June 30, 2023. | Note L 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 At the time of its initial investment, t h In connection with the closing of the Transaction, the former advisor of the Company, MVP Realty Advisors, LLC (“MVPRA”) transferred ownership of the Manager to Mr. Chavez. This change in structure was deemed a reconsideration event and the Company concluded that it was the primary beneficiary of the MVP St. Louis. As a result, the Company began consolidating its investment in MVP St. Louis and MVP St. Louis Cardinal Lot Master Tenant, LLC, which had total assets of approximately $12.0 million (substantially all real estate investments) and liabilities of approximately $6.2 million (substantially all mortgage debt) as of August 25, 2021. These assets and liabilities were recorded at fair value as of the date of consolidation, and a gain of approximately $0.4 million was recognized in the Consolidated Statement of Operations. MVP St. Louis and MVP St. Louis Cardinal Lot Master Tenant, LLC had total assets of approximately $12.6 million (substantially all real estate investments) and liabilities of approximately $6.2 million (substantially all mortgage debt) as of December 31, 2022. |
Income Taxes
Income Taxes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Disclosure Text Block [Abstract] | ||
Income Taxes | 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, 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, 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 June 30, 2023. 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 six months ended June 30, 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 Stateme nts | Note M 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, 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 year ended December 31, 2022, 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 year ended December 31, 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 Consolidated Statements of Operations in the period in which such changes in circumstances occur. The provision for income taxes for the years ended December 31, 2022 and 2021 consisted of the following, which is included in general and administrative expense in the Consolidated Statements of Operations (dollars in thousands): 2022 2021 Current Federal — — State 29 31 Total Current $ 29 $ 31 Deferred Federal — — State — — Total Deferred — — Total $ 29 $ 31 The following table presents a reconciliation of the statutory corporate U.S. federal income tax rate to the Company’s effective tax rate as of December 31, 2022: 2022 2021 Tax at U.S. statutory rate 21.00 % 21.00 % State taxes, net of federal effect 2.29 % 5.16 % Non-Deductible 0.89 % 0.64 % Change in Valuation Allowance (24.54 )% (27.08 )% Effective income tax rate — — The balances for deferred taxes for the years ended December 31, 2022 and 2021 consisted of the following (dollars in thousands): Year Ended December 31, 2022 2021 Deferred Tax Assets: NOL Carryforward $ 14,030 $ 11,307 Intangible Assets 4,676 5,661 Investment in Operating Partnership 8,388 10,576 Gross deferred tax assets $ 27,094 $ 27,544 Less valuation allowance (27,094 ) (27,544 ) Total deferred tax assets $ — $ — Deferred Tax Liabilities: Straight-line Rent — — Total deferred tax liabilities $ — $ — Total net deferred taxes $ — $ — |
Fair Value
Fair Value | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value | 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 $206.4 million and $207.4 million as of June 30, 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 N 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 $207.4 million and $161.2 million as of December 31, 2022 and 2021, 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. |
Fifth Wall Acquisition Corp. III [Member] | ||
Fair Value | NOTE 8. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022 by level within the fair value hierarchy: Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets—Investments held in Trust Account—Money Market Fund June 30, 2023 $ 4,768,583 $ — $ — December 31, 2022 $ 277,949,215 $ — $ — Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. For the period from February 19, 2021 (inception) through June 30, 2023, there were no transfers to/from Levels 1, 2, and 3. Level 1 instruments include investments in money market funds invested in U.S. government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. No money has been withdrawn from the Trust. | NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 by level within the fair value hierarchy: Quoted Prices in Significant Other Significant Description Assets — Investments held in Trust Account — Money Market Fund December 31, 2022 $ 277,949,215 $ — $ — December 31, 2021 $ 275,012,561 $ — $ — Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. For the period from February 19, 2021 (inception) through December 31, 2022, there were no transfers to/from Levels 1, 2, and 3 Level 1 instruments include investments in money market funds invested in US government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. No money has been |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies | Note M— Commitments and Contingencies 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 stockholder class action lawsuits alleging direct and derivative claims against the Company, certain of its then-officers, then-directors, the Former Advisor and/or Mr. Shustek captioned Arthur Magowski v. The Parking REIT, Inc., et. al, 24-C-19003125 Michelle Barene v. The Parking REIT, Inc., et. al, 24-C-19003527 SIPDA Revocable Trust v. The Parking REIT, Inc., et al, 2:19-cv-00428 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. Upon the expiration of the Tender Offer on November 5, 2021, the terms of the Settlement Agreement were satisfied and the prior lawsuits settled. 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, Mr. Shustek. On July 29, 2021, the SEC filed a civil lawsuit against Mr. Shustek and his advisory firm Vestin Mortgage LLC, alleging violations of the securities laws (Case 2 21 01416 -JCM-BNW, 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 the Company assigned to the Former Advisor certain claims and claim proceeds that the Company had against 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 Andrew Fenton. On April 3, 2023, the parties entered into a settlement agreement and mutual release related to the Ira Levine matter. The Settlement Agreement is not related to the Assignment of Litigation Agreement. In January 2023, the 43rd District Court of Parker County, Texas entered summary judgment in favor of the 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 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 the first quarter of 2023, and as part of the appeals process, the Company posted cash collateral of $0.7 million for an appeals bond, which is reflected in Cash—Restricted on our Consolidated Balance Sheets. | Note O Commitments and Contingencies 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 The Company has previously disclosed stockholder class action lawsuits alleging direct and derivative claims against the Company, certain of its then-officers, then-directors, the Former Advisor and/or Mr. Shustek captioned Arthur Magowski v. The Parking REIT, Inc., et. al, 24-C-19003125 Michelle Barene v. The Parking REIT, Inc., et. al, 24-C-19003527 SIPDA Revocable Trust v. The Parking REIT, Inc., et al, 2:19-cv-00428 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, Mr. Shustek. On July 29, 2021, the SEC filed a civil lawsuit against Mr. Shustek and his advisory firm Vestin Mortgage LLC, alleging violations of the securities laws (Case 2 21 01416 -JCM-BNW, 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 the Company assigned to the Former Advisor certain claims and claim proceeds that the Company had against 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 Andrew Fenton. The Settlement Agreement is not related to the Assignment of Litigation Agreement. In January 2023, the 43rd District Court of Parker County, Texas entered summary judgment in favor of the 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, we recognized a charge of $0.7 million for 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. |
Fifth Wall Acquisition Corp Three [Member] | ||
Commitments and Contingencies | NOTE 5. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of Founder Shares, Private Placement Shares and Private Placement Shares that may be issued upon conversion of Working Capital Loans, were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon consummation of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registered such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the Company’s completion of its Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up Underwriting Agreement The Company granted the underwriters a The underwriters were entitled to an underwriting discount of $0.20 per Public Share, or $5.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Public Share, or approximately $9.6 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In 2022, Goldman Sachs & Co. LLC and BofA Securities, Inc., two of the representatives of the underwriters of the Company’s IPO, waived their deferred underwriting fee that accrued from their participation in the IPO, resulting in a gain from settlement of deferred underwriting commissions of approximately $6.0 million. On February 24, 2023, Deutsche Bank Securities Inc., an underwriter to the Company’s IPO, waived its entitlement to its portion of its deferred underwriting fee payable of $3,609,375 Risks and Uncertainties Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s ability to complete a business combination. In response to the conflict between Russia and Ukraine, the United States and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of Founder Shares, Private Placement Shares and Private Placement Shares that may be issued upon conversion of Working Capital Loans, were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon consummation of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registered such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its Business Combination. However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up days after the completion of the Company’s Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. For the year ended December 31, 2022 and for the period from February 19, 2021 (inception) through December 31, 2021, and as of December 31, 2022 and 2021, such amounts were reimbursed or accrued respectively . Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to an underwriting discount of $0.20 per Public Share, or $5.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Public Share, or approximately $9.6 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In 2022, Goldman Sachs & Co. LLC (“Goldman”) and BofA Securities, Inc. (“BofA”), two of the representatives of the underwriters of the Company’s IPO, waived their deferred underwriting fee that accrued from their participation in the IPO, resulting in a gain from settlement of deferred underwriting commissions of approximately $ 6.0 million. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s ability to complete a business combination. In response to the conflict between Russia and Ukraine, the United States and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to |
Related Party Transactions and
Related Party Transactions and Arrangements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS | Note N — Related Party Transactions and Arrangements Two of the Company’s 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 five and four years, respectively. Both assets were acquired in 2021 with their management agreements in place. As of June 30, 2023 and 2022, the Company recorded a balance of approximately $0.2 million and $0.1 million, respectively, from Park Place Parking which is included in accounts receivable, net on the Consolidated Balance Sheets and has been paid subsequent to June 30, 2023 within terms of the lease agreement. In connection with the Company’s recapitalization transaction in August 2021, the Company owes approximately $469,231 to certain member entities of Color Up relating to prorated revenues for the month of August 2021 of the three properties contributed by Color Up. The accrual is reflected within due to related parties on the Consolidated Balance Sheets. Additionally, in connection with the Company’s recapitalization transaction in August 2021, the Company was due approximately $156,000 from Color Up as consideration for OP Units then issued which was reflected within due from related parties on the Consolidated Balance Sheet as of December 31, 2022. The Company received all amounts due in March 2023. License Agreement On August 25, 2021, the Company entered into a Software License and Development 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, 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. | Note P Related Party Transactions and Arrangements Two of the Company’s 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 five and four years, respectively. Both assets were acquired with their management agreements in place and at the same terms under which they were operating prior to the Transaction. As of December 31, 2022 and 2021, respectively, the Company recorded a balance of approximately $0.1 million from Park Place Parking which is included in accounts receivable, net on the Consolidated Balance Sheets and has been paid subsequent to December 31 within terms of the lease agreement. In May 2022, the Company entered into a lease agreement with ProKids, an Ohio not-for-profit. ultimately use it as their headquarters location. ProKids will have no rent due to the Company throughout the lease term, other than a rental fee on parking spaces used by the ProKids staff and visitors. As of December 31, 2022, ProKids does not owe the Company rental income related to the lease agreement. The Company has agreed to pay for certain tax return preparation services of Color Up and certain member entities of Color Up. The Company has incurred $129,490 related to these services which is reflected in general and administrative expenses in the consolidated statements of income for the year ended December 31, 2022. In connection with the Transaction, the Company owes approximately $469,231 to certain member entities of Color Up relating to prorated revenues for the month of August 2021 of the three properties contributed by Color Up. The accrual was established in the fourth quarter of 2021 and is reflected within due to related parties on the Consolidated Balance Sheets. Additionally, in connection with the Transaction, the Company is due approximately $156,000 from Color Up as consideration for OP Units then issued which is reflected within due from related parties on the Consolidated Balance Sheets. 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, or the Supplier, pursuant to which the Company granted to the Supplier a limited, non-exclusive, non-transferable, 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 |
Fifth Wall Acquisition Corp. III [Member] | ||
RELATED PARTY TRANSACTIONS | NOTE 4. RELATED PARTY TRANSACTIONS Founder Shares On February 24, 2021, the Sponsor paid $25,000 of certain of the Company’s expenses as consideration for 4,312,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). In April 2021, the Company effected a share capitalization for Class B ordinary shares, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding. The Sponsor agreed to forfeit up to 937,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding ordinary shares (excluding the Private Placement Shares) after the Initial Public Offering. On May 27, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 2,500,000 Class A ordinary shares. On August 9, 2021, the Sponsor forfeited 312,500 Class B ordinary shares. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading day Private Placement Shares Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 907,000 Class A ordinary shares, at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $9.1 million. The Private Placement Shares will not be transferable or salable until 30 days after the completion of the initial Business Combination. Certain proceeds from the Private Placement Shares were added to the proceeds from the Initial Public Offering to be held in the Trust Account. Related Party Loans On February 24, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 pursuant to a promissory note (the “Note”). This loan was non-interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. As of June 30, 2023 and December 31, 2022, the Company had no outstanding borrowing under the Working Capital Loan. Administrative Services Agreement The Company entered into an Administrative Support Agreement (the “Administrative Support Agreement”) with Fifth Wall Ventures Management, LLC (“Management Company”) pursuant to which it agreed to pay Management Company a total of up to $17,500 per month for office space and professional, secretarial, administrative and support services provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2023, the Company incurred expenses of approximately $53,000 and $105,000, respectively, under this agreement. For the three and six months ended June 30, 2022, the Company incurred expenses of approximately $75,000 and $105,000, respectively, under this agreement. As of June 30, 2023 and December 31, 2022, the Company had approximately $337,000 and $284,000, respectively, as a balance outstanding for services in connection with such agreement on the accompanying condensed consolidated balance sheets. In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 24, 2021, the Sponsor paid $25,000 of certain of the Company’s expenses as consideration for 4,312,500 Class B ordinary shares The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Private Placement Shares Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 907,000 Class A ordinary shares, at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $9.1 million. The Private Placement Shares will not be transferable or salable until 30 days after the completion of the initial Business Combination. Certain proceeds from the Private Placement Shares were added to the proceeds from the Initial Public Offering to be held in the Trust Account. Related Party Loans On February 24, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 pursuant to a promissory note (the “Note”). This loan was non-interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. As of December 31, 2022 and 2021 the Company had no outstanding borrowing under the Working Capital Loan. Administrative Services Agreement The Company entered into an Administrative Support Agreement (the “Administrative Support Agreement”) with Fifth Wall Ventures Management, LLC (“Management Company”) pursuant to which it agreed to pay Management Company a total of up to $17,500 per month for office space and professional, secretarial, administrative and support services provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2022 and for the period from February 19, 2021 (inception) through December 31, 2021, the Company incurred expenses of $210,000 and $74,000, under this agreement, respectively. As of December 31, 2022 and 2021, the Company had $284,000 and $74,000, respectively, in balance outstanding for services in connection with such agreement on the accompanying consolidated balance sheets. In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket no such amounts were reimbursed or accrued respectively |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fifth Wall Acquisition Corp Three [Member] | ||
Description of Organization and Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General Fifth Wall Acquisition Corp. III (the “Company”) was incorporated as a Cayman Islands exempted company on February 19, 2021 (inception). The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risk associated with early stage and emerging growth companies. As of June 30, 2023, the Company had not commenced any operations. All activity for the period from February 19, 2021 (inception) through June 30, 2023 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and seeking a Business Combination following the Initial Public Offering. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is Fifth Wall Acquisition Sponsor III LLC, a Cayman Islands exempted limited company (the “Sponsor”). The registration statement on Form S-1 Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 907,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $9.1 million (see Note 4). Upon the closing of the Initial Public Offering, management agreed that an amount equal to at least $10.00 per Public Share sold in the Initial Public Offering, including the proceeds from the sale of the Private Placement Shares, are held in a trust account (“Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and is invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will provide the holders of Public Shares (the “Public Shareholders”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes). The per-share These redeemable Public Shares were classified as temporary equity in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation of such a Business Combination and only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which the Company adopted upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note Notwithstanding the foregoing, if the Company seeks shareholder approval of its Business Combination and does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would modify the substance or timing of the Company’s obligation to provide holders of its Public redeemed in connection with a Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete its Business Combination within 24 months from the closing of the Initial Public Offering, or May 27, 2023 (the “Combination Period”), or with respect to any other provision relating to the rights of Public Shareholders, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. On April 17, 2023, the Company filed a preliminary proxy statement for its shareholders to consider and vote upon certain amendments to the governing documents of the Company to (i) extend the date by which the Company must complete an initial business combination from May 27, 2023 to September 15, 2023 and (ii) remove certain restrictions regarding the ability to redeem Class A ordinary shares to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001. On May 1, 2023, the Company filed the definitive proxy statement regarding the above, with a shareholder meeting set for May 17, 2023 (the “Extension Extraordinary General Meeting”). On May 11, 2023, parties to that certain letter agreement, dated May 24, 2021, by and among the Company and its officers and directors, amended and restated the letter agreement in its entirety to clarify certain voting obligations of the parties thereto with respect to securities of the Company acquired after the Initial Public Offering. Concurrently, parties to that certain Sponsor Agreement dated December 13, 2022, by and among the Company, its officers and directors, and MIC, amended and restated the Sponsor Agreement in its entirety to clarify certain voting obligations of the parties thereto with respect to securities of the Company acquired after the Initial Public Offering. On May 17, 2023, the Company held the Extension Extraordinary General Meeting. The Company’s shareholders approved and adopted (i) an amendment to its Amended and Restated Memorandum and Articles of Association to change the date by which the Company must consummate a business combination or, if it fails to complete such business combination by such date, cease all operations except for the purpose of winding up and, subject to and in accordance with the Amended and Restated Memorandum and Articles of Association, redeem all of the Public Shares, from May 27, 2023 to September 15, 2023 and (ii) an amendment to its Amended and Restated Memorandum and Articles of Association, to eliminate from the Amended and Restated Memorandum and Articles of Association the limitation that the Company shall not redeem the Public Shares to the extent that such redemption would cause the Company’s net tangible assets to be less than On May 25, 2023, the Company and Continental entered into Amendment No. 1 to the Trust Agreement (“Amendment No. 1”). Amendment No. 1 amends the Trust Agreement for administrative purposes to allow for trust account proceeds to be held in an interest bearing deposit account. The Company also instructed Continental to liquidate the investments held in the trust account and move such cash proceeds to an interest bearing deposit account. If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten per-share The initial shareholders agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Proposed Merger On December 13, 2022, the Company (together with its successors, including after the Domestication (as defined below)), entered into an agreement and plan of merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Queen Merger Corp. I, a Maryland corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Mobile Infrastructure Corporation, a Maryland corporation (“MIC”). The transactions set forth in the Merger Agreement, including the Mergers (defined below), will constitute an “initial business combination” as contemplated by the Amended and Restated Memorandum and Articles of Association and is referred to herein as the “Merger”. On March 23, 2023, the Company, Merger Sub and MIC entered into the First Amendment to the Agreement and Plan of Merger (the “First Amendment”) to, among other things, clarify the intended tax treatment of the Merger, expand the size of the post-closing board of directors, and revise certain pre-closing The Mergers The Merger Agreement provides for, among other things, the following transactions: (i) the Company will transfer by way of continuation from the Cayman Islands to the State of Maryland and will domesticate by means of a corporate conversion (the “Domestication”) to a Maryland corporation (“Surviving Pubco”) in accordance with Title 3, Section 9 of the Maryland General Corporation Law, as amended (the “MGCL”), and Part XII of the Cayman Islands Companies Act (as revised), and, in connection with the Domestication, (A) each then issued and outstanding Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Shares”) will convert automatically, on on Lock-up Agreements Sponsor Lock-up Agreement Concurrently with the execution of the Merger Agreement ,the Sponsor, MIC and the Company entered into a lock-up Lock-up Lock-up Seller Lock-up Agreement Concurrently with the execution of the Merger Agreement, certain security holders of MIC (“MIC Holders”), the Company and MIC entered into a lock-up agreement (“Seller Lock-up Agreement”). Seller Lock-up Agreement, (a) following Closing and (b) the date after the Closing on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their equity holdings in the Company for cash, securities or other property. Sponsor Agreement Concurrently with the execution of the Merger Agreement, the Company also entered into a Sponsor Agreement (the “Sponsor Agreement”) with the Sponsor, and certain holders of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Holders”), whereby the Sponsor and the Class B Holders, have agreed to waive certain of their anti-dilution and conversion rights with respect to their Class B ordinary shares. The Sponsor also has agreed to certain restrictions with respect to its Founder Shares, as follows: (a) 1,658,750 Founder Shares will vest at such time as the aggregate volume-weighted average price per Surviving Pubco Share for any 5-consecutive trading any 5-consecutive trading the Founder Shares have not vested prior to December 31, 2028), (c) the Sponsor will deliver to the Company for cancellation and for no consideration 1,375,000 Founder Shares and any portion of 2,062,500 Founder Shares not transferred to third-party investors in connection with the Closing, and (d) if the aggregate cash proceeds generated from additional Subscription Agreements (defined below) entered into with other investors ( the “PIPE Investments”) (excluding the Initial PIPE Investment (defined below) and PIPE Investments by MIC’s directors, officers and affiliates) and any other third-party financing (other than debt financing) to be funded at the Closing are less than $40,000,000,the Sponsor will deliver to the Company for cancellation and for no consideration 1,375,000 Founder Shares, which number of shares shall be reduced to 1,000,000 Founder Shares if such cash proceeds at Closing equal or exceed $40,000,000 but are less than $50,000,000. If earlier, the Founder Shares described in the foregoing clauses (a) and (b) shall vest on the date after the Closing on which Surviving Pubco (or its successors) completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Surviving Pubco’s (or its successor’s) stockholders having the right to exchange their Surviving Pubco Shares for cash, securities or other property. On May 11, 2023, parties to that certain Sponsor Agreement dated December 13, 2022, by and among the Company, its officers and directors, and MIC, amended and restated the Sponsor Agreement in its entirety to clarify certain voting obligations of the parties thereto with respect to securities of the Company acquired after the Initial Public Offering. On June 15, 2023, the Company entered into the Second Amended and Restated Sponsor Agreement (the “Second Amended Sponsor Agreement”) with the Sponsor, MIC and the Class B Holders, whereby the Sponsor has agreed to certain restrictions with respect to its Founder Shares, as follows: (a) 1,000,000 Founder Shares will vest at such time as the aggregate volume-weighted average price per Surviving Pubco Share for any 5-consecutive 5-consecutive the Company PIPE Investment (Private Placement) Concurrently with the execution of the Merger Agreement, the Company entered into a subscription agreement (the “Subscription Agreement”) with each of Harvest Small Cap Partners, L.P. and Harvest Small Cap Partners Master, Ltd. (collectively, the “Initial PIPE Investor”), pursuant to which, among other things, the Initial PIPE Investor has agreed to subscribe for and purchase, and the Company has agreed to issue and sell to the Initial PIPE Investor an aggregate of 1,200,000 Surviving Pubco Shares for a purchase price of $10.00 per 1.2 shares, on the terms and subject to the conditions set forth therein (the “Initial PIPE Investment”). The Subscription Agreement contains customary representations and warranties of the Company, on the one hand, and the Initial PIPE Investor, on the other hand, and customary conditions to closing, including the consummation of the transactions contemplated by the Merger Agreement. Surviving Pubco Shares to be issued and sold to the Initial PIPE Investor pursuant to the Subscription Agreement will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The Subscription Agreement provides the Initial PIPE Investor with certain customary registration rights. The Subscription Agreement further provides that one-sixth of On June 15, 2023, the Company and the Initial PIPE Investor agreed to terminate the Initial PIPE Subscription Agreement, by mutual consent, pursuant to Section 9(b) thereof and Section 16 of the New PIPE Subscription Agreements. As a result of the termination of the Initial PIPE Subscription Agreement, the Initial PIPE Subscription Agreement is void and of no further force and effect, and all rights and obligations of the parties thereunder have terminated. New PIPE Subscription Agreements On June 15, 2023, the Company the Company 46,000 Convertible , par value $0.0001 per share, of Surviving Pubco (the “Series 2 Preferred Stock”) The New PIPE Subscription Agreements contain customary representations and warranties of the Company, on the one hand, and the New PIPE Investors, on the other hand, and customary conditions to closing, including the consummation of the transactions contemplated by the Merger Agreement. Shares of Series 2 Preferred Stock to be issued and sold to the New PIPE Investors pursuant to the New PIPE Subscription Agreements will not be registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The New PIPE Investors will be entitled to the registration rights set forth in the Registration Rights Agreement attached to the New PIPE Subscription Agreements as Annex A thereto. The New PIPE Subscription Agreements further provide the shares of Series 2 Preferred Stock issued (and any Surviving Pubco Shares issued upon conversion of the shares of Series 2 Preferred Stock) to the New PIPE Investors will be subject to a one-year lock-up Support Agreements Color Up Support Agreement Concurrently with the execution of the Merger Agreement, the Company and Color Up, LLC, a Delaware limited liability company (“Color Up”), entered into an agreement (the “Color Up Support Agreement”) pursuant to which Color Up agreed to vote its shares of MIC Common Stock (i) in favor of the Mergers and the transactions contemplated by the Merger Agreement, (ii) in favor of any proposal to adjourn a meeting of the MIC stockholders at which there is a proposal to adopt the Merger Agreement if there are not sufficient votes to adopt the proposals described in clause (i) above or if there are not sufficient shares of MIC’s common stock present in person or represented by proxy to constitute a quorum, (iii) against any merger, purchase of all or substantially all of MIC’s assets or other business combination transaction (other than the Merger Agreement), (iv) subject to certain exceptions, in any circumstances upon which a consent or other approval is required under MIC’s Charter or otherwise sought with respect to the Merger Agreement (including the Mergers), to vote, consent or approve all of Color Up’s MIC Common Stock held at such time in favor thereof, (v) against and withhold consent with respect to any merger, purchase of all or substantially all of MIC’s assets or other business combination transaction (other than the Merger Agreement), (vi) against any proposal, action or agreement that would impede, frustrate, prevent or nullify any provision of the Color Up Support Agreement, the Merger Agreement, or the Mergers, and (vii) in favor of any proposal to amend the Third Amended and Restated Limited Partnership Agreement of Mobile Infra Operating Partnership, L.P. (including the conversion to a limited liability company, the “LLCA”), as contemplated by the Merger Agreement. The Color Up Support Agreement also contains customary termination provisions. HS3 Support Agreement Concurrently with the execution of the Merger Agreement, the Company and HSCP Strategic III, L.P., a Delaware limited partnership (“HS3”), entered into an agreement (as amended by the First Amendment, the “A&R HS3 Support Agreement”) pursuant to which HS3 agreed to, among other things, enter into the LLCA in connection with the consummation of the Merger. The A&R HS3 Support Agreement also contains customary termination provisions. Additional information regarding MIC and the Merger is available in the final joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) filed by the Company with the SEC on July 11, 2023 in connection with the transactions contemplated by the Merger Agreement. The Joint Proxy Statement/Prospectus was sent to the shareholders of the Company and the stockholders of MIC, in each case seeking required approvals with respect to the transactions contemplated by the Merger Agreement. On August 10, 2023, at an extraordinary general meeting of the shareholders of the Company, the shareholders voted to approve, among other things, the transactions contemplated by the Merger Agreement. For more information regarding the results of the extraordinary general meeting, see the Company’s Current Report on Form 8-K filed with the SEC on August 10, 2023. Liquidity and Going Concern Consideration As of June 30, 2023, the Company had approximately $55,000 in its operating bank account and working capital deficit of approximately $3.6 million. The Company’s liquidity needs through June 30, 2023 have been satisfied through a payment of $25,000 by the Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares (as defined in Note 4), the loan of approximately $109,000 from the Sponsor pursuant to the Note (see Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on May 28, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of June 30, 2023 and December 31, 2022, there were no amounts outstanding under any Working Capital Loan. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures Company shareholder meeting to vote on such amendments was scheduled for May 17, 2023 and the extension of the mandatory liquidation date from May 27, 2023 to September 15, 2023 was approved. Over | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General Fifth Wall Acquisition Corp. III (the “Company”) was incorporated as a Cayman Islands exempted company on February 19, 2021 (inception). The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risk associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from February 19, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and seeking a Business Combination following the Initial Public Offering. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is Fifth Wall Acquisition Sponsor III LLC, a Cayman Islands exempted limited company (the “Sponsor”). The registration statement on Form S-1 Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 907,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $9.1 million (Note 4). Upon the closing of the Initial Public Offering, management agreed that an amount equal to at least $10.00 per Public Share sold in the Initial Public Offering, including the proceeds from the sale of the Private Placement Shares, are held in a trust account (“Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and is invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will provide the holders of Public Shares (the “Public Shareholders”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes). The per-share These redeemable Public Shares were classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation of such a Business Combination and only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which the Company adopted upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of its Business Combination and does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would modify the substance or timing of the Company’s obligation to provide holders of its Public Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete its Business Combination within 24 months from the closing of the Initial Public Offering, or May 27, 2023 (the “Combination Period”), or with respect to any other provision relating to the rights of Public Shareholders, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten per-share The initial shareholders agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5 Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Proposed Merger On December 13, 2022, the Company (together with its successors, including after the Domestication (as defined below)), entered into an agreement and plan of merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Queen Merger Corp. I, a Maryland corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and Mobile Infrastructure Corporation, a Maryland corporation (“MIC”). The transactions set forth in the Merger Agreement, including the Mergers (defined below), will constitute an “initial business combination” as contemplated by the Amended and Restated Memorandum and Articles of Association and is referred to herein as the “Merger”. On March 23, 2023, the Company, Merger Sub and MIC entered into the First Amendment to the Agreement and Plan of Merger (the “First Amendment”) to, among other things, clarify the intended tax treatment of the Merger, expand the size of the post-closing board of directors, and revise certain pre-closing reorganizational steps of MIC affiliates. The Mergers The Merger Agreement provides for, among other things, the following transactions: (i) the Company will transfer by way of continuation from the Cayman Islands to the State of Maryland and will domesticate by means of a corporate conversion (the “Domestication”) to a Maryland corporation (“Surviving Pubco”) in accordance with Title 3, Section 9 of the Maryland General Corporation Law, as amended (the “MGCL”), and Part XII of the Cayman Islands Companies Act (as revised), and, in connection with the Domestication, (A) each then issued and outstanding Class A ordinary share, par value $ a one-for-one basis, per share, of the Company will convert automatically, on a one-for-one basis, Lock-up Agreements Sponsor Lock-up Agreement Concurrently with the execution of the Merger Agreement, our sponsor, MIC and the Company entered into a lock-up Lock-up Lock-up following the consummation of the transactions contemplated by the Merger Agreement (the “Closing”) and (b) the date after the Closing on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their equity holdings in the Company for cash, securities or other property. Seller Lock-up Agreement Concurrently with the execution of the Merger Agreement, certain security holders of MIC (“MIC Holders”), the Company and MIC entered into a lock-up agreement (“Seller Lock-up Agreement”). Seller Lock-up Agreement, six (6) months following Closing and (b) the date after the Closing on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their equity holdings in the Company for cash, securities or other property. Sponsor Agreement Concurrently with the execution of the Merger Agreement, the Company also entered into a Sponsor Agreement (the “Sponsor Agreement”) with our sponsor our sponsor Ou r s Founder Shares will vest at such time as the aggregate volume-weighted average price per Surviving Pubco Share for any 5 -consecutive trading any 5-consecutive trading our sponsor generated additional Subscription Agreements (defined below) entered into with other investors ”) (defined below) our s PIPE Investment (Private Placement) Concurrently with the execution of the Merger Agreement, the Company entered into a subscription agreement (the “Subscription Agreement”) with each of Harvest Small Cap Partners, L.P. and Harvest Small Cap Partners Master, Ltd. (collectively, the “Initial PIPE Investor”), pursuant to which, among other things, the Initial PIPE Investor has agreed to subscribe for and purchase, and the Company has agreed to issue and sell to the Initial PIPE Investor an aggregate of 1,200,000 Surviving Pubco Shares for a purchase price of $10.00 per 1.2 shares, on the terms and subject to the conditions set forth therein (the “Initial PIPE Investment”). The Subscription Agreement contains customary representations and warranties of the Company, on the one hand, and the Initial PIPE Investor, on the other hand, and customary conditions to closing, including the consummation of the transactions contemplated by the Merger Agreement. Surviving Pubco Shares to be issued and sold to the Initial PIPE Investor pursuant to the Subscription Agreement will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The Subscription Agreement provides the Initial PIPE Investor with certain customary registration rights. The Subscription Agreement further provides that one-sixth of Support Agreements Color Up Support Agreement Concurrently with the execution of the Merger Agreement, the Company and Color Up, LLC, a Delaware limited liability company (“Color Up”), entered into an agreement (the “Color Up Support Agreement”) pursuant to which Color Up agreed to vote its shares of MIC Common Stock (i) in favor of the Mergers and the transactions contemplated by the Merger Agreement, (ii) in favor of any proposal to adjourn a meeting of the MIC stockholders at which there is a proposal to adopt the Merger Agreement if there are not sufficient votes to adopt the proposals described in clause (i) above or if there are not sufficient shares of MIC’s common stock present in person or represented by proxy to constitute a quorum, (iii) against any merger, purchase of all or substantially all of MIC’s assets or other business combination transaction (other than the Merger Agreement), (iv) subject to certain exceptions, in any circumstances upon which a consent or other approval is required under MIC’s Charter or otherwise sought with respect to the Merger Agreement (including the Mergers), to vote, consent or approve all of Color Up’s MIC Common Stock held at such time in favor thereof, (v) against and withhold consent with respect to any merger, purchase of all or substantially all of MIC’s assets or other business combination transaction (other than the Merger Agreement), (vi) against any proposal, action or agreement that would impede, frustrate, prevent or nullify any provision of the Color Up Support Agreement, the Merger Agreement, or the Mergers, and (vii) in favor of any proposal to amend the Third Amended and Restated Limited Partnership Agreement of Mobile Infra Operating Partnership, L.P. (including the conversion to a limited liability company), as contemplated by the Merger Agreement. The Color Up Support Agreement also contains customary termination provisions. HS3 Support Agreement Concurrently with the execution of the Merger Agreement, the Company and HSCP Strategic III, L.P., a Delaware limited partnership (“HS3”), entered into an agreement (as amended by the First Amendment, the “A&R HS3 Support Agreement”) pursuant to which HS3 agreed to, among other things, enter into the Operating Agreement in connection with the consummation of the Merger. The A&R HS3 Support Agreement also contains customary termination provisions. Additional information regarding MIC and the Merger is available in the proxy statement/prospectus most recently filed by the Company with the SEC on January 13, 2023. Liquidity and Going Concern As of December 31, 2022, the Company had approximately $443,000 in its operating bank account and working capital deficit The Company’s liquidity needs through December 31, 2022 have been satisfied through a payment of $25,000 by the Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares (as defined in Note 5), the loan of approximately $109,000 from the Sponsor pursuant to the Note (see Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on May 28, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of December 31, 2022 and 2021, there were no amounts outstanding under any Working Capital Loan. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, Continue as a Going Concern,” management has determined that the liquidity needs, mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 27, 2023. The consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company intends to complete a Business Combination before the mandatory liquidation date. Over this time period, the Company will be using the funds outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2022 | |
Fifth Wall Acquisition Corp Three [Member] | |
Restatement of Previously Issued Financial Statements | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company had recognized a liability upon closing of their initial public offering in May 2021 for a portion of the underwriters’ commissions which was contingently payable upon closing of a future business combination, with the offsetting entry resulting in an initial discount to the securities sold in the initial public offering. On June 6, 2022, Goldman Sachs & Co. LLC irrevocably waived its rights to the deferred underwriting commissions due under the underwriting agreement. The Company did not recognize the waiver in the Company’s Form 10-Qs Therefore, the Company’s management and the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) concluded that the Company’s Affected Quarterly Periods should no longer be relied upon and that it is appropriate to restate them. As such, the Company will restate its financial statements in this Form 10-K. Impact of the Restatement The impact of the restatement on the unaudited interim balance sheets, statements of changes in stockholders’ deficit and statements of cash flows for the affected period is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. Balance Sheets: The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2022: As of June 30, 2022 As Previously Restatement As Restated Total Assets $ 276,393,463 $ — $ 276,393,463 Total current liabilities 412,495 — 412,495 Deferred underwriting commissions 9,625,000 (3,609,375 ) 6,015,625 Total liabilities 10,037,495 (3,609,375 ) 6,428,120 Class A ordinary shares subject to possible redemption 275,043,954 — 275,043,954 Preferred shares — — — Class A ordinary shares 91 — 91 Class B ordinary shares 688 — 688 Additional paid-in — — — Accumulated deficit (8,688,765 ) 3,609,375 (5,079,390 ) Total shareholders’ deficit (8,687,986 ) 3,609,375 (5,078,611 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit $ 276,393,463 $ — $ 276,393,463 The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of September 30, 2022: As of September 30, 2022 As Previously Restatement As Restated Total Assets $ 276,978,583 $ — $ 276,978,583 Total current liabilities 467,636 — 467,636 Deferred underwriting commissions 9,625,000 (3,609,375 ) 6,015,625 Total liabilities 10,092,636 (3,609,375 ) 6,483,261 Class A ordinary shares subject to possible redemption 275,905,944 — 275,905,944 Preferred shares — — — Class A ordinary shares 91 — 91 Class B ordinary shares 688 — 688 Additional paid-in — — — Accumulated deficit (9,020,776 ) 3,609,375 (5,411,401 ) Total shareholders’ deficit (9,019,997 ) 3,609,375 (5,410,622 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit $ 276,978,583 $ — $ 276,978,583 Statement of Changes in Stockholders’ Deficit: The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported accumulated deficit in the statement of changes in stockholders’ deficit for the six months ended June 30, 2022: For the Six Months Ended June 30, 2022 As Previously Restatement As Restated Balance—December 31, 2021 $ (8,053,173 ) $ — $ (8,053,173 ) Adjustment for accretion of Class A ordinary shares subject to possible (43,954 ) 3,609,375 3,565,421 Net loss (591,638 ) — (591,638 ) Balance—June 30, 2022 $ (8,688,765 ) $ 3,609,375 $ (5,079,390 ) The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported accumulated deficit in the statement of changes in stockholders’ deficit for the nine months ended September 30, 2022: For the Nine Months Ended September 30, 2022 As Previously Restatement As Restated Balance—December 31, 2021 $ (8,053,173 ) $ — $ (8,053,173 ) Adjustment for accretion of Class A ordinary shares subject to possible (905,944 ) 3,609,375 2,703,431 Net loss (61,659 ) — (61,659 ) Balance—September 30, 2022 $ (9,020,776 ) $ 3,609,375 $ (5,411,401 ) Statement of Cash Flows: The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2022: For the Six Months Ended June 30, 2022 As Previously Restatement As Restated Supplemental disclosure of noncash financing activities: Extinguishment of deferred underwriting commissions allocated to Public Shares $ — $ 3,609,375 $ 3,609,375 The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the nine months ended September 30, 2022: For the Nine Months Ended September 30, As Previously Restatement As Restated Supplemental disclosure of noncash financing activities: Extinguishment of deferred underwriting commissions allocated to Public $ — $ 3,609,375 $ 3,609,375 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fifth Wall Acquisition Corp Three [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies | NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K Principles of Consolidation The unaudited condensed consolidated financial statements of the Company include its wholly owned subsidiary in connection with the Proposed Business Combination. All inter-company accounts and transactions are eliminated in consolidation. Emerging Growth Company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of unaudited condensed consolidated 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 unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30 . Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of June 30, 2023 and December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the carrying amounts represented in the condensed consolidated balance sheets due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3 In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting commissions and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. As part of the Private Placement, the Company issued 907,000 shares of Class A ordinary shares to the Sponsor. These Private Placement Shares will not be transferable, assignable or salable until 30 days after the completion of the initial business combination, as such are considered non-redeemable The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including the exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per ordinary share for each class of ordinary shares: For the Three Months Ended June 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 1,093,423 $ 520,890 $ (192,230 ) $ (46,523 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 14,743,793 6,875,000 28,407,000 6,875,000 Basic and diluted net income (loss) per ordinary share $ 0.08 $ 0.08 $ (0.01 ) $ (0.01 ) F-1 7 For the Six Months Ended June 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 2,360,726 $ 753,564 $ (476,352 ) $ (115,286 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 21,537,653 6,875,000 28,407,000 6,875,000 Basic and diluted net income (loss) per ordinary share $ 0.11 $ 0.11 $ (0.02 ) $ (0.02 ) Income Taxes FASB ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards In June 2022, the FASB issued ASU 2022-03, Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | NOTE 3. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Principles of Consolidation The consolidated financial statements of the Company include its wholly-owned subsidiary in connection with the Proposed Business Combination. All inter-company accounts and transactions are eliminated in consolidation. Emerging growth company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of estimates The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income on investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of December 31, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair value of financial instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheet due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering costs associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting commissions and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. As part of the Private Placement, the Company issued 907,000 shares of Class A ordinary shares to the Sponsor. These Private Placement Shares will not be transferable, assignable or salable until 30 days after the completion of the initial business combination, as such are considered non-redeemable consolidated balance sheets. The Company’s redeemable Class A ordinary shares sold as part of the Initial Public Offering, feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 27,500,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ (deficit) equity section of the Company’s consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including the exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in Net income (loss) per ordinary share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the Year Ended For the Period from Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 221,059 $ 53,500 $ (821,655) $ (278,926) Denominator: Basic and diluted weighted average ordinary shares outstanding 28,407,000 6,875,000 19,687,130 6,683,149 Basic and diluted net income (loss) per ordinary share $ 0.01 $ 0.01 $ (0.04) $ (0.04) Income taxes FASB ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent accounting standards In June 2022, the FASB issued ASU 2022-03, Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fifth Wall Acquisition Corp Three [Member] | ||
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING On May 27, 2021, the Company consummated its Initial Public Offering of 27,500,000 Public Shares, including 2,500,000 Public Shares as a result of the underwriters’ partial exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of $275.0 million, and incurring offering costs of approximately $16.1 million, of which approximately $9.6 million was for deferred underwriting commissions. | NOTE 4. INITIAL PUBLIC OFFERING On May 27, 2021, the Company consummated its Initial Public Offering of 27,500,000 Public Shares, including 2,500,000 Public Shares as a result of the underwriters’ partial exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of $275.0 million, and incurring offering costs of approximately $16.1 million, of which approximately $9.6 million was for deferred underwriting commissions. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Text Block [Abstract] | |
Leases of Lessor and Lessee [Text Block] | Note G — Leases Lessee From January 10, 2020 through closing of the Transaction the Company leased corporate office space in Las Vegas for its former headquarters. The lease was accounted for as an operating leases in accordance with ASC 842 and we recognized zero and $0.2 million of lease expense for the years ended December 31, 2022 and 2021, respectively, which is reported in general and administrative expense in our Consolidated Statements of Operations. Lessor All of the Company’s leases are classified as operating leases. The following table summarizes the components of operating lease revenue recognized during the years ended December 31, 2022 and 2021 included within the Company’s Consolidated Statements of Operations (dollars in thousands): Year Ended December 31, Lease revenue 2022 2021 Fixed contractual payments $ 7,107 $ 9,154 Variable lease payments $ 21,542 $ 6,939 Straight-line rental income $ 25 $ 135 Future fixed contractual lease payments to be received under non-cancelable Years Ending December 31, Future lease payments due 2023 $ 5,010 2024 $ 4,484 2025 $ 3,504 2026 $ 2,626 2027 $ 523 Thereafter $ — |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Text Block [Abstract] | |
Compensation and Employee Benefit Plans [Text Block] | Not e Effective July 1, 2019, the Company began participating in 401(k) Safe Harbor Plan (the “Plan”), which is a defined contribution plan covering all eligible employees. Under the provisions of the Plan, participants may direct the Company to defer a portion of their compensation to the Plan, subject to limitations in the Code. The Company provides for an employer matching contribution equal to 100% of the first 6% of eligible compensation contributed by each employee, which is funded in cash. All contributions vest immediately. Total expense recorded for the matching 401(k) contribution in the years ended December 31, 2022 and 2021 was approximately $147,000 and $46,000, respectively. |
Revision of Previously Issued Q
Revision of Previously Issued Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Text Block [Abstract] | |
Error Correction [Text Block] | Note Q During the year ended December 31, 2022, the Company identified certain errors impacting our first, second, and third quarterly filings of 2022. A summary of such errors is outlined in the tables below and include errors related to the cut-off Management assessed the materiality of these errors and concluded the misstatements were not material to the unaudited financial statements for the periods ended March 31, 2022, June 30, 2022 and September 30, 2022. Presented below are revisions to the previously issued quarterly financial statements for the effect of the revisions on the consolidated balance sheets and statements of operations as of and for the three months ended March 31, 2022, three and six months ended June 30, 2022, and three and nine months ended September 30, 2022, respectively. As of March 31, 2022 As of June 30, 2022 As of September 30, 2022 As reported Adjustments As Corrected As reported Adjustments As Corrected As reported Adjustments As Corrected (in thousands) (in thousands) (in thousands) Consolidated Balance Sheet: Buildings and improvements $ 254,482 $ (156 ) $ 254,326 $ 271,046 $ (156 ) $ 270,890 $ 271,964 $ (156 ) $ 271,808 Fixed assets, net 56 (43 ) 13 296 (81 ) 215 207 — 207 Cash 9,418 (548 ) 8,870 8,623 (441 ) 8,182 5,862 — 5,862 Cash – r e 5,043 333 5,376 5,357 226 5,583 6,721 — 6,721 Prepaid expenses 462 194 656 544 (138 ) 406 1,021 (13 ) 1,008 Accounts receivable 3,312 (197 ) 3,115 2,494 (291 ) 2,203 2,578 (85 ) 2,493 Due from related parties — 156 156 — 156 156 — 156 156 Other assets 103 (47 ) 56 121 (127 ) (6 ) 64 — 64 Notes payable, net 205,965 — 205,965 150,299 (37 ) 150,262 148,278 — 148,278 Revolving Credit Facility, net — — — 72,106 290 72,396 72,648 195 72,843 Accounts payable and accrued liabilities 15,589 (954 ) 14,635 18,530 (856 ) 17,674 21,604 (119 ) 21,485 Security Deposit 166 (46 ) 120 185 (46 ) 139 97 61 158 Deferred revenue 99 (35 ) 64 101 (35 ) 66 372 — 372 Accumulated deficit (102,855 ) 370 (102,485 ) (104,541 ) (305 ) (104,846 ) (106,692 ) (40 ) (106,732 ) Non-controlling 104,906 850 105,756 102,986 (352 ) 102,634 101,609 (56 ) 101,553 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 (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 ) Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 As reported Adjustments As Corrected As reported Adjustments As Corrected (in thousands, except per share data) (in thousands, except per share data) Consolidated Statement of Operations: Base rent income $ 2,122 $ (120 ) $ 2,002 $ 4,173 $ (120 ) $ 4,053 Management agreement 427 (427 ) (0 ) 427 (114 ) 313 Percentage rent 4,856 175 5,031 9,185 271 9,456 Property taxes 1,844 (105 ) 1,739 3,680 (105 ) 3,575 Property operating expense 731 (32 ) 699 1,568 (97 ) 1,471 General and administrative 1,882 (44 ) 1,838 3,388 (44 ) 3,344 Professional fees 532 (38 ) 494 1,562 (387 ) 1,175 Organizational, offering and other costs 1,567 309 1,876 2,525 197 2,722 Depreciation and amortization 2,021 43 2,064 3,988 43 4,031 Interest expense (3,168 ) (198 ) (3,366 ) (5,707 ) (250 ) (5,957 ) Other income 15 46 61 30 46 76 Net loss (3,997 ) (656 ) (4,653 ) (8,275 ) 225 (8,050 ) Net income attributable to non-controlling (2,311 ) (352 ) (2,663 ) (4,783 ) 126 (4,657 ) Net loss attributable to Mobile Infrastructure Corporation’s common stockholders (2,436 ) (305 ) (2,741 ) (4,992 ) 99 (4,893 ) Net loss per share attributable to Mobile Infrastructure Corporation’s common stockholders—basic and diluted $ (0.31 ) $ (0.04 ) $ (0.35 ) $ (0.64 ) $ 0.01 $ (0.63 ) Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 As reported Adjustments As Corrected As reported Adjustments As Corrected (in thousands, except per share data) (in thousands, except per share data) Consolidated Statement of Operations: Base rent income $ 2,173 $ 120 $ 2,293 $ 6,346 $ 120 $ 6,466 Management agreement — — — 427 (114 ) 313 Percentage rent 6,245 (187 ) 6,058 15,430 (187 ) 15,243 Property taxes 1,912 (106 ) 1,806 5,592 (106 ) 5,486 Property operating expense 501 (17 ) 484 2,069 (97 ) 1,972 General and administrative 2,455 44 2,499 5,843 (9 ) 5,834 Professional fees 525 (47 ) 478 2,087 (326 ) 1,761 Organizational, offering and other costs 2,168 (197 ) 1,971 4,693 — 4,693 Depreciation and amortization 2,137 (43 ) 2,094 6,125 (43 ) 6,082 Interest expense (3,387 ) (288 ) (3,675 ) (9,094 ) (383 ) (9,477 ) Other income 123 (107 ) 16 153 (107 ) 46 Net loss (4,596 ) (96 ) (4,692 ) (12,871 ) (89 ) (12,960 ) Net income attributable to non-controlling (2,445 ) (56 ) (2,501 ) (7,228 ) (52 ) (7,280 ) Net loss attributable to Mobile Infrastructure Corporation’s common stockholders (2,901 ) (40 ) (2,941 ) (7,893 ) (37 ) (7,930 ) Net loss per share attributable to Mobile Infrastructure Corporation’s common stockholders—basic and diluted $ (0.37 ) $ (0.01 ) $ (0.38 ) $ (1.02 ) $ 0.01 $ (1.01 ) |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fifth Wall Acquisition Corp. III [Member] | ||
Class A Ordinary Shares Subject to Possible Redemption | NOTE 6. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION Some of the Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of June 30, 2023 and December 31, 2022, there were 1,348,302 and 28,407,000 shares of Class A ordinary shares outstanding, of which 441,302 and 27,500,000 shares were subject to possible redemption and are classified outside of permanent equity in the condensed consolidated balance sheets, respectively. As of June 30, 2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption reflected on the condensed consolidated balance sheets are reconciled on the following table: Gross proceeds $ 275,000,000 Less: Offering costs allocated to Class A ordinary shares subject to possible redemption (16,046,813 ) Increase in redemption value of Class A ordinary shares subject to possible redemption (3,166,410 ) Plus: Accretion of carrying value to redemption value 16,046,813 Waiver of offering costs allocated to Class A ordinary shares subject to possible redemption 6,015,625 Class A ordinary shares subject to possible redemption as of 277,849,215 Less: Redemptions (278,780,559 ) Plus: Accretion of carrying value to redemption value 3,609,375 Waiver of offering costs allocated to Class A ordinary shares subject to possible redemption 2,090,559 Class A ordinary shares subject to possible redemption as of June 30, $ 4,768,583 | NOTE 7 Some of the Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2022 and 2021, there were shares of Class A ordinary shares outstanding, of which were subject to possible redemption and are classified outside of permanent equity in the consolidated balance sheets. The Class A ordinary shares subject to possible redemption reflected on the consolidated balance sheets is reconciled on the following table: Gross proceeds $ 275,000,000 Less: Offering costs allocated to Class A ordinary shares subject to possible (16,046,813 ) Plus: Accretion of carrying value to redemption value 16,046,813 Class A ordinary shares subject to possible redemption as of December 31, 2021 275,000,000 Plus: Waiver of offering costs allocated to Class A ordinary shares subject to 6,015,625 Less: Increase in redemption value of Class A ordinary shares subject to possible redemption (3,166,410 ) Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 277,849,215 |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Text Block [Abstract] | |
Quarterly Financial Information [Text Block] | Note R The interim financial statem e e For the 2022 Three Months Ended March 31 June 30 September 30 December 31 (in thousands, except per share data) Revenues Base rental income $ 1,931 $ 2,002 $ 2,293 $ 2,119 Management income 427 — — — Percentage rental income 4,456 5,031 6,058 4,785 Total revenues $ 6,814 $ 7,033 $ 8,351 $ 6,904 Expenses Property taxes $ 1,631 $ 1,739 $ 1,806 $ 1,709 Property operating expense 853 699 484 912 Interest expense 2,457 3,366 3,675 3,415 Depreciation and amortization 2,010 2,064 2,094 2,080 General and administrative 1,515 1,838 2,499 2,683 Professional fees, net of reimbursement of insurance proceeds 1,468 494 478 250 Organizational, offering and other costs — 1,876 1,971 1,745 Total expenses $ 9,933 $ 12,075 $ 13,007 $ 12,794 Other income (expense) Loss on sale of real estate $ — $ — $ (52 ) $ — PPP loan forgiveness — 328 — — Other income 61 61 16 (32 ) Total other income (expense) $ 61 $ 389 $ (36 ) $ (32 ) Net loss $ (3,058 ) $ (4,653 ) $ (4,692 ) $ (5,923 ) Net loss attributable to non-controlling (1,622 ) (2,663 ) (2,501 ) (3,422 ) Net loss attributable to Mobile Infrastructure Corporation’s stockholders $ (1,436 ) $ (1,990 ) $ (2,191 ) $ (2,501 ) Preferred stock distributions declared—Series A (54 ) (54 ) (54 ) (54 ) Preferred stock distributions declared—Series 1 (696 ) (696 ) (696 ) (696 ) Net loss attributable to Mobile Infrastructure Corporation’s common stockholders $ (2,186 ) $ (2,740 ) $ (2,941 ) $ (3,251 ) Basic and diluted loss per weighted average common share: Net loss per share attributable to Mobile Infrastructure Corporation’s common stockholders—basic and diluted $ (0.28 ) $ (0.35 ) $ (0.38 ) $ (0.42 ) Weighted average common shares outstanding, basic and diluted 7,762,375 7,762,375 7,762,375 7,762,375 |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fifth Wall Acquisition Corp. III [Member] | ||
Subsequent Events | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed consolidated balance sheets date and up to the date unaudited condensed consolidated financial statements were issued. Based upon this review, other than described below, the Company did not identify any other subsequent events, that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. On July 11, 2023, in connection with the transactions contemplated by the Merger Agreement, the Company filed a final joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) with the SEC. The Joint Proxy Statement/Prospectus was sent to the shareholders of the Company and the stockholders of MIC, in each case seeking required approvals with respect to the transactions. On August 4, 2023, the Company issued a press release and filed a corresponding Current Report on Form 8-K with the SEC announcing its intent to delist from the Nasdaq Capital Market in connection with the consummation of the transactions contemplated by the Merger Agreement, and in connection therewith, have the resulting post-closing company’s common stock listed on the NYSE American. On August 10, 2023, at an extraordinary general meeting of the shareholders of the Company, the shareholders voted to approve, among other things, the transactions contemplated by the Merger Agreement. For more information regarding the results of the extraordinary general meeting, see the Company’s Current Report on Form 8-K | NOTE 10. SUBSEQUENT EVENTS On February 24, 2023, Deutsche Bank Securities Inc., an underwriter to the Company’s IPO, waived its entitlement to its portion of its deferred underwriting fee payable upon consummation of an initial business combination pursuant to the underwriting agreement. On March 23, 2023, the Company, Merger Sub and MIC entered into the First Amendment to the Agreement and Plan of Merger (the “First Amendment”) to, among other things, clarify the intended tax treatment of the Merger, expand the size of the post-closing board of directors, and revise certain pre-closing reorganizational steps of MIC affiliates. The Company evaluated subsequent events and transactions that occurred after the balance sheet date and up to the date consolidated financial statements were issued. Based upon this review, other than as disclosed above, the Company did not identify any other subsequent events, that would have required adjustment or disclosure in the consolidated financial statements. |
Schedule III - Real Estate and
Schedule III - Real Estate and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Text Block [Abstract] | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Text Block] | SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2022 (dollars in thousands) Initial Cost Costs Capitalized Subsequent to Acquisition Gross Carrying Amount at December 31, 2022 (1) Description ST Encumbrance Land and Buildings Improvements Carrying Land Building and Total Accumulated Date Life on which depr in latest statement is West 9th OH $ 4,497 $ 5,675 $ — $ 243 $ — $ 5,918 $ — $ 5,918 $ 60 2016 15 Crown Colony (3) OH — 3,030 — 19 — 2,954 — 2,954 7 2016 15 Cincinnati Race Street OH 3,450 2,142 2,358 1,870 — 1,904 3,966 5,870 943 2016 39 15 St Louis Washington MO 1,274 3,000 — 7 — 1,637 — 1,637 2 2016 15 St Paul Holiday Garage MN 3,814 1,673 6,527 385 — 1,673 6,912 8,585 1,145 2016 39,15 Louisville KY 1,682 3,050 — 57 — 3,007 — 3,007 22 2016 15 Whitefront Garage TN 6,454 3,116 8,380 176 — 3,116 8,556 11,672 1,407 2016 39,15 Cleveland OH 3,691 2,195 5,122 5,163 — 1,378 8,377 9,755 1,789 2016 39,15 Houston Preston TX 1,627 2,800 — 20 — 2,820 — 2,820 7 2016 15 Houston San Jacinto TX 1,820 3,200 — 50 — 3,250 — 3,250 18 2016 15 MVP Detroit Center Garage MI 27,625 7,000 48,000 743 — 7,000 48,743 55,743 7,504 2017 39,15 St. Louis Broadway MO 1,671 2,400 — — — 2,400 — 2,400 — 2017 N/A St. Louis Seventh & Cerre MO 2,057 3,300 — — — 3,300 — 3,300 — 2017 N/A MVP Preferred Parking TX 11,257 15,800 4,700 720 — 15,230 5,250 20,480 857 2017 39,15 Initial Cost Costs Capitalized Subsequent to Acquisition Gross Carrying Amount at December 31, 2022 (1) Description ST Encumbrance Land and Buildings Improvements Carrying Land Building and Total Accumulated Date Life on which depr in latest statement is MVP Raider TX * 2,005 9,057 2,713 — 2,005 11,770 13,775 1,741 2017 39,15 MVP PF TN 1,800 3,658 — 24 — 3,670 12 3,682 17 2017 15 MVP PF St. MO 3,700 5,041 — — — 5,041 — 5,041 36 2017 15 Mabley Place Garage OH 7,635 1,585 19,018 971 — 1,360 17,214 18,574 2,339 2017 39,15 MVP Denver Sherman CO 264 705 — — — 705 — 705 — 2017 N/A MVP Fort Worth Taylor TX 11,189 2,845 24,405 5 — 2,845 24,410 27,255 3,169 2017 39,15 MVP Milwaukee Old World WI 1,871 2,003 — 8 — 2,003 8 2,011 24 2017 15 MVP Houston Saks Garage TX 2,963 4,931 5,221 177 — 3,713 4,116 7,829 604 2017 39,15 MVP Milwaukee Wells WI * 4,994 — — — 4,374 — 4,374 83 2017 15 MVP Wildwood NJ Lot (4) NJ 1,000 1,631 — — — 696 — 696 — 2017 N/A MVP IN * 2,056 8,557 114 — 2,056 8,671 10,727 1,146 2017 39,15 MVP IN * 5,618 — — — 5,618 — 5,618 27 2017 15 MVP MN 4,000 4,013 — 109 — 4,013 109 4,122 1 2017 N/A MVP IN 938 1,573 — — — 1,523 — 1,523 7 2017 15 MVP Milwaukee Clybourn WI 191 257 — — — 257 — 257 3 2017 15 Initial Cost Costs Capitalized Subsequent to Acquisition Gross Carrying Amount at December 31, 2022 (1) Description ST Encumbrance Land and Buildings Improvements Carrying Land Building and Total Accumulated Date Life on which depr in latest statement is MVP Milwaukee Arena WI 1,977 4,631 — 22 — 4,641 12 4,653 — 2017 N/A MVP Clarksburg Lot WV 379 701 — — — 611 — 611 3 2017 15 MVP Denver 1935 Sherman CO 703 2,533 — — — 2,533 — 2,533 — 2017 N/A MVP Bridgeport Fairfield Garage CT 3,664 498 7,555 12 — 498 7,567 8,065 1,027 2017 39,15 Minneapolis City MN 4,379 9,633 — — — 7,513 — 7,513 100 2017 15 MVP New Orleans Rampart LA * 8,105 — — — 7,835 — 7,835 — 2018 N/A MVP Hawaii Marks HI * 9,119 11,715 421 — 8,570 11,435 20,005 1,406 2018 39,15 1W7 Carpark OH * 2,995 28,762 18 — 2,995 28,780 31,775 988 2021 39,15 222W7 OH * 4,391 23,879 85 — 4,391 23,964 28,355 823 2021 39 322 Streeter IL 25,352 11,387 27,035 405 — 11,387 27,440 38,827 941 2021 39 2nd Street FL — 93 — — — 93 — 93 — 2021 N/A Denver 1725 Champa Street Garage CO * 7,414 8,860 362 — 7,414 9,222 16,636 275 2021 39 Bricktown OK * 1,314 16,020 32 — 1,314 16,052 17,366 241 2022 39 MVP St. Louis Cardinal Lot DST MO 6,000 11,660 19 — — 11,660 19 11,679 1 2017 N/A $ 148,922 $ 175,770 $ 265,190 $ 14,931 $ — $ 166,921 $ 272,605 $ 439,526 $ 28,763 (1) The aggregate gross cost of property included above for federal income tax purposes approximately $413.3 million as of December 31, 2022. (2) The initial costs of buildings are depreciated over 39 years using a straight-line method of accounting; improvements capitalized subsequent to acquisition are depreciated over the shorter of the lease term or useful life, generally ranging from one (3) These properties are held by West 9th St. Properties II, LLC (4) Wildwood lot classified as held for sale at December 31, 2022 * Property financed under the Revolving Credit Facility The following table reconciles the historical cost of total real estate held for investment for the years ended December 31, 2022 and 2021 (dollars in thousands): 2022 2021 Balance at beginning of period $ 420,603 $ 292,076 Additions during period: Acquisitions 17,334 126,651 Improvements 2,289 1,876 Deductions during period: Dispositions (700 ) — Impairments — — Balance at close of period $ 439,526 $ 420,603 (1) This amount does not include intangible assets and construction in progress totaling approximately $10.1 million and $1.2 million, respectively, as of December 31, 2022 and approximately $9.8 million and $0.1 million as of December 31, 2021, respectively. The following table reconciles the accumulated depreciation for the years ended December 31, 2022 and 2021 (dollars in thousands): 2022 2021 Balance at beginning of period $ 21,348 $ 15,890 Deductions during period: — — Depreciation of real estate 7,415 5,458 Balance at close of period $ 28,763 $ 21,348 |
Basis Of Presentation and Sum_2
Basis Of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Basis of Presentation | Basis of Accounting The consolidated financial statements of the Company are prepared on the accrual basis of accounting and in accordance with principles generally accepted in the United States of America (“GAAP”) for interim financial information as contained in the 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 consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary to give a fair presentation of operating results for the periods presented have been included. 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, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. There were no significant changes to our significant accounting policies during the six months ended June 30, 10-K | Basis of Accounting The consolidated financial statements of the Company are prepared on the accrual basis of accounting and in accordance with principles generally accepted in the United States of America (“GAAP”) for financial information as contained in the FASB ASC, and in conjunction with rules and regulations of the SEC. In the opinion of management, all normal recurring adjustments considered necessary to give a fair presentation of operating results for the periods presented have been included. Certain prior period amounts have been reclassified to conform to the current period presentation. |
Going Concern, Policy [Policy Text Block] | 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 June 30, 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 June 30, 2023 Form 10-Q, 10-K), which In response to these conditions, management’s plans include utilizing proceeds from the pending merger with Fifth Wall Acquisition Corporation III to pay-down Additional 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. 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. | |
Principles of Consolidation | Consolidation The 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 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. Noncontrolling interests on our Consolidated Balance Sheets represent the portion of equity that we do not own in the entities we consolidate. Net income or loss attributable to non-controlling pro-rata | Consolidation The 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 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. Noncontrolling interests on our Consolidated Balance Sheets represent the portion of equity that we do not own in the entities we consolidate. Net income or loss attributable to non-controlling pro-rata Equity investments in which the Company exercises significant influence but does not control and is not the primary beneficiary are accounted for using the equity method. The Company’s share of its equity method investees’ earnings or losses is included in other income in the accompanying Consolidated Statements of Operations. |
Use of Estimates | 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. | 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 of Credit Risk | Concentration The Company had fifteen and fourteen parking tenant-operators during the six months ended June 30, 2023 and 2022, respectively. One tenant/operator, SP + Corporation (Nasdaq: SP) (“SP+”), represented 61.0% and 59.4% of the Company’s revenue, excluding commercial revenue, for the six months ended June 30, 2023 and 2022, respectively. Premier Parking Service, LLC represented 12.4% and 13.3% of the Company’s revenue, excluding commercial revenue, for the six months ended June 30, 2023 and 2022, respectively. In addition, the Company had concentrations in Cincinnati (19.2%), Detroit (12.5%), Chicago (8.7%), and Houston (7.8%) based on gross book value of real estate as of June 30, 2023 and December 31, 2022. As of June 30, 2023 and December 31, 2022, 57.6% and 59.2% of the Company’s outstanding accounts receivable balance, respectively, was with SP+. | Concentration The Company had fifteen and fourteen parking operators during the years ended December 31, 2022 and 2021, respectively. One tenant/operator, SP + Corporation (Nasdaq: SP) (“SP+”), represented 60.5% of the Company’s revenue, excluding commercial revenue, for both the years ended December 31, 2022 and 2021. Premier Parking Service, LLC represented 12.4% and 12.6% of the Company’s revenue, excluding commercial revenue, for the years ended December 31, 2022 and 2021, respectively. In addition, the Company had concentrations in Cincinnati (19.2% and 20.8%), Detroit (12.5% and 13.8%), Chicago (8.7% and 9.5%), and Houston (7.8% and 8.5%) based on gross book value of real estate as of December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, 59.2% and 52.2% of the Company’s outstanding accounts receivable balance, respectively, was with SP+. |
Acquisitions | 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 third-party valuations 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 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 as-if in-place in-place in-place analysis of the in-place lease-up lease-up The value of lease intangibles is amortized to depreciation and amortization expense in our Consolidated Statements of Operations over the remaining term of the respective lease. If a tenant terminates its lease with us, the unamortized portion of any lease intangible is recognized over the shortened lease term. | 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 third-party valuations 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 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 as-if in-place in-place in-place in-place lease-up lease-up The value of lease intangibles is amortized to depreciation and amortization expense in our Consolidated Statements of Operations over the remaining term of the respective lease. If a tenant terminates its lease with us, the unamortized portion of any lease intangible is recognized over the shortened lease term. |
Impairment of Long-Lived Assets and Indefinite-Lived Intangible Assets | 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 through future undiscounted cash flows, we recognize an impairment loss to the extent that the carrying value exceeds the estimated fair value of the property. When we determine that a property should be classified as held for sale, we recognize an impairment loss to the extent the property’s carrying value exceeds its fair value less estimated cost to dispose of the asset. 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 charge to earnings representing the difference between the carrying amount and the estimated fair value of the indefinite-lived intangible asset. | 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 When we determine that a property should be classified as held for sale, we recognize an impairment loss to the extent the property’s carrying value exceeds its fair value less estimated cost to dispose of the asset. 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 charge to earnings representing the difference between the carrying amount and the estimated fair value of the indefinite-lived intangible asset. |
Immaterial Correction | Immaterial Correction During the year ended December 31, 2022, the Company identified certain errors impacting our first and second quarter filings of 2022. A summary of such errors is outlined in the table below and includes errors related to the cut-off 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 June 30, 2022 As reported Adjustments As (in thousands) Consolidated Balance Sheet: Buildings and improvements $ 271,046 $ (156 ) $ 270,890 Fixed assets, net 296 (81 ) 215 Cash 8,623 (441 ) 8,182 Cash – restricted 5,357 226 5,583 Prepaid expenses 544 (138 ) 406 Accounts receivable 2,494 (291 ) 2,203 Due from related parties — 156 156 Other assets 121 (127 ) (6 ) Notes payable, net 150,299 (37 ) 150,262 Revolving Credit Facility, net 72,106 290 72,396 Accounts payable and accrued liabilities 18,530 (856 ) 17,674 Security Deposit 185 (46 ) 139 Deferred revenue 101 (35 ) 66 Accumulated deficit (104,541 ) (305 ) (104,846 ) Non-controlling 102,986 (352 ) 102,634 Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 As reported Adjustments As Corrected As reported Adjustments As Corrected (in thousands, except per share data) (in thousands, except per share data) Consolidated Statement of Operations: Base rent income $ 2,122 $ (120 ) $ 2,002 $ 4,173 $ (120 ) $ 4,053 Management agreement 427 (427 ) — 427 (114 ) 313 Percentage rent 4,856 175 5,031 9,185 271 9,456 Property taxes 1,844 (105 ) 1,739 3,680 (105 ) 3,575 Property operating expense 731 (33 ) 698 1,568 (96 ) 1,472 General and administrative 1,882 (44 ) 1,838 3,388 (44 ) 3,344 Professional fees 532 (38 ) 494 1,562 (387 ) 1,175 Organizational, offering and other costs 1,567 309 1,876 2,525 197 2,722 Depreciation and amortization 2,021 43 2,064 3,988 43 4,031 Interest expense (3,168 ) (198 ) (3,366 ) (5,707 ) (250 ) (5,957 ) Other income 15 46 61 30 46 76 Net loss (3,997 ) (656 ) (4,653 ) (8,275 ) 225 (8,050 ) Net income attributable to non-controlling (2,311 ) (352 ) (2,663 ) (4,783 ) 126 (4,657 ) Net loss attributable to Mobile Infrastructure Corporation’s common stockholders (2,436 ) (304 ) (2,740 ) (4,992 ) 99 (4,893 ) Net loss per share attributable to Mobile Infrastructure Corporation’s common stockholders — basic and diluted $ (0.31 ) $ (0.04 ) $ (0.35 ) $ (0.64 ) $ 0.01 $ (0.63 ) | |
Reportable Segments | Reportable Segments Our principal business is the ownership and operation of parking facilities. We do not distingu ish o | 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. |
Share-Based Payment Arrangement | Equity Compensation Equity compensation 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. | Stock-Based Compensation Stock-based 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. |
Going Concern | 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 December 31, 2022, 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 December 31, 2022 Form 10-K, achieve a fixed charge coverage ratio (“FCCR”) of 1.4 to 1.0 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 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. | |
Cash and Cash Equivalents | Cash The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents may include cash and short-term investments. Short-term investments are stated at cost, which approximates fair value and may consist of investments in money market accounts and money market funds. From time to time, the cash and cash equivalent balances at one or more of our financial institutions may exceed the Federal Depository Insurance Corporation coverage. Balances of cash and cash equivalents held at financial institutions may, at times, be in excess of the Federal Deposit Insurance Corporation (FDIC) insurance limit. The Company mitigates credit risk by placing cash and cash equivalents with major financial institutions. | |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Valuation allowances are established when management determines that it is more likely than not that all or some portion of the deferred tax asset will not be realized. A full valuation allowance has been recorded for deferred tax assets due to the Company’s history of taxable losses. The Company uses a two-step | |
Restricted Cash | Restricted Cash Restricted cash primarily consists of escrowed tenant improvement funds, real estate taxes, capital improvement funds, insurance premiums and other amounts required to be escrowed pursuant to loan agreements. | |
Leases | Leases The majority of the Company’s revenue is rental income derived from leases of our real estate assets. We account for our leases in accordance with ASC Topic 842, Leases (“ASC 842”). The majority of the Company’s leases are structured such that tenants pay base rent and percentage rent in an amount equal to a designated percentage of the amount by which gross revenues at the property during any lease year exceed a negotiated base amount; tenants are also financially responsible for all, or substantially all, property-level operating and maintenance expenses, subject to certain exceptions. The Company negotiates base rent, percentage rent and the base amount used in the calculation of percentage rent with the applicable tenant based on economic factors applicable to the particular parking facility and geographic market. In general, the Company expects that the rent received from tenants will constitute the majority of the gross receipts generated at such parking facility above the applicable negotiated threshold. A lease is determined to be an operating, sales-type, or direct financing lease using the criteria established in ASC 842. Leases will be considered either sales-type or direct financing leases if any of the following criteria are met: • if the lease transfers ownership of the underlying asset to the lessee by the end of the term; • if the lease grants the lessee an option to purchase the underlying asset that is reasonably certain to be exercised; • if the lease term is for the major part of the remaining economic life of the underlying asset; or • if the present value of the sum of the lease payments and any residual value guaranteed by the lessee equals or exceeds substantially all of the fair value of the underlying asset. If none of the criteria listed above are met, the lease is classified as an operating lease. Currently, all of the Company’s leases are classified as operating leases. Certain of our lease agreements provide for tenant reimbursements of property taxes and other operating expenses that are variable depending upon the applicable expenses incurred. These reimbursements are accrued as base rental income in our Consolidated Statements of Operations in the period in which the applicable expenses are incurred. Certain assumptions and judgments are made in estimating the reimbursements at the end of each reporting period. The Company does not expect the actual results to materially differ from the estimated reimbursements. Lease receivables are reviewed each reporting period to determine whether or not it is probable that we will realize substantially all lease payments from our tenants. If it is not probable substantially all of the remaining lease payments from a tenant will be collected, we will recognize a charge to rental income for any accrued rent receivables, including straight-line receivables. Future rental income for that tenant will then be recognized on a cash basis, including any amounts relating to tenant reimbursement of expenses. Recording lease income on an accrual basis will resume for tenants once the Company believes the collection of rent for the remaining lease term is probable, which will generally be after a period of regular payments. Additionally, the Company records a general reserve based on a review of operating lease receivables at a company level to ensure they are properly valued based on analysis of historical bad debt, outstanding balances, and the current economic climate. As of December 31, 2022 and 2021, the reserve in accounts receivable for uncollectible amounts was $0.1 million. | |
Revenue Recognition | Revenue Recognition In 2020, as a result of the COVID-19 Revenue from Contracts with Customers | |
Investments in Real Estate | Investments in Real Estate Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life of the asset. Costs of repairs and maintenance are expensed as incurred. Depreciation is recognized on a straight-line method over the estimated useful lives of each asset type. We periodically assess the reasonableness of useful lives which generally have the following lives, by asset class: up to 40 years for buildings, 15 years for land improvements, five years for fixtures and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests, generally one | |
Fifth Wall Acquisition Corp Three [Member] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K | Basis of presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements of the Company include its wholly owned subsidiary in connection with the Proposed Business Combination. All inter-company accounts and transactions are eliminated in consolidation. | Principles of Consolidation The consolidated financial statements of the Company include its wholly-owned subsidiary in connection with the Proposed Business Combination. All inter-company accounts and transactions are eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated 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 unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of estimates The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of June 30, 2023 and December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of December 31, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Emerging Growth Company | Emerging Growth Company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | Emerging growth company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30 . | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income on investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the carrying amounts represented in the condensed consolidated balance sheets due to their short-term nature. | Fair value of financial instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheet due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3 In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting commissions and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current | Offering costs associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting commissions and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. As part of the Private Placement, the Company issued 907,000 shares of Class A ordinary shares to the Sponsor. These Private Placement Shares will not be transferable, assignable or salable until 30 days after the completion of the initial business combination, as such are considered non-redeemable The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including the exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. As part of the Private Placement, the Company issued 907,000 shares of Class A ordinary shares to the Sponsor. These Private Placement Shares will not be transferable, assignable or salable until 30 days after the completion of the initial business combination, as such are considered non-redeemable consolidated balance sheets. The Company’s redeemable Class A ordinary shares sold as part of the Initial Public Offering, feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 27,500,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ (deficit) equity section of the Company’s consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including the exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per ordinary share for each class of ordinary shares: For the Three Months Ended June 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 1,093,423 $ 520,890 $ (192,230 ) $ (46,523 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 14,743,793 6,875,000 28,407,000 6,875,000 Basic and diluted net income (loss) per ordinary share $ 0.08 $ 0.08 $ (0.01 ) $ (0.01 ) F-1 7 For the Six Months Ended June 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 2,360,726 $ 753,564 $ (476,352 ) $ (115,286 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 21,537,653 6,875,000 28,407,000 6,875,000 Basic and diluted net income (loss) per ordinary share $ 0.11 $ 0.11 $ (0.02 ) $ (0.02 ) | Net income (loss) per ordinary share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the Year Ended For the Period from Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 221,059 $ 53,500 $ (821,655) $ (278,926) Denominator: Basic and diluted weighted average ordinary shares outstanding 28,407,000 6,875,000 19,687,130 6,683,149 Basic and diluted net income (loss) per ordinary share $ 0.01 $ 0.01 $ (0.04) $ (0.04) |
Income Taxes | Income Taxes FASB ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | Income taxes FASB ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Standards | Recent Accounting Standards In June 2022, the FASB issued ASU 2022-03, Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | Recent accounting standards In June 2022, the FASB issued ASU 2022-03, Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Schedule of basic and diluted net income (loss) per common share | For the three months ended For the six months ended June 30, June 30, June 30, June 30, Numerator: Net loss attributable to MIC $ (2,468 ) $ (2,740 ) $ (4,765 ) $ (4,893 ) Net loss attributable to participating securities — — — — Net loss attributable to MIC common stock $ (2,468 ) $ (2,740 ) $ (4,765 ) $ (4,893 ) Denominator: Basic and dilutive weighted average shares of Common Stock outstanding 7,762,375 7,762,375 7,762,375 7,762,375 Basic and diluted loss per weighted average common share: Basic and dilutive $ (0.32 ) $ (0.35 ) $ (0.61 ) $ (0.63 ) | 2022 2021 Numerator: Net loss attributable to MIC $ (11,119 ) $ (14,064 ) Net loss attributable to participating securities — — Net loss attributable to MIC common stock $ (11,119 ) $ (14,064 ) Denominator: Basic and dilutive weighted average shares of Common Stock outstanding 7,762,375 7,741,192 Basic and diluted loss per weighted average common share: Basic and dilutive $ (1.43 ) $ (1.82 ) |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | As of June 30, 2022 As reported Adjustments As (in thousands) Consolidated Balance Sheet: Buildings and improvements $ 271,046 $ (156 ) $ 270,890 Fixed assets, net 296 (81 ) 215 Cash 8,623 (441 ) 8,182 Cash – restricted 5,357 226 5,583 Prepaid expenses 544 (138 ) 406 Accounts receivable 2,494 (291 ) 2,203 Due from related parties — 156 156 Other assets 121 (127 ) (6 ) Notes payable, net 150,299 (37 ) 150,262 Revolving Credit Facility, net 72,106 290 72,396 Accounts payable and accrued liabilities 18,530 (856 ) 17,674 Security Deposit 185 (46 ) 139 Deferred revenue 101 (35 ) 66 Accumulated deficit (104,541 ) (305 ) (104,846 ) Non-controlling 102,986 (352 ) 102,634 Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 As reported Adjustments As Corrected As reported Adjustments As Corrected (in thousands, except per share data) (in thousands, except per share data) Consolidated Statement of Operations: Base rent income $ 2,122 $ (120 ) $ 2,002 $ 4,173 $ (120 ) $ 4,053 Management agreement 427 (427 ) — 427 (114 ) 313 Percentage rent 4,856 175 5,031 9,185 271 9,456 Property taxes 1,844 (105 ) 1,739 3,680 (105 ) 3,575 Property operating expense 731 (33 ) 698 1,568 (96 ) 1,472 General and administrative 1,882 (44 ) 1,838 3,388 (44 ) 3,344 Professional fees 532 (38 ) 494 1,562 (387 ) 1,175 Organizational, offering and other costs 1,567 309 1,876 2,525 197 2,722 Depreciation and amortization 2,021 43 2,064 3,988 43 4,031 Interest expense (3,168 ) (198 ) (3,366 ) (5,707 ) (250 ) (5,957 ) Other income 15 46 61 30 46 76 Net loss (3,997 ) (656 ) (4,653 ) (8,275 ) 225 (8,050 ) Net income attributable to non-controlling (2,311 ) (352 ) (2,663 ) (4,783 ) 126 (4,657 ) Net loss attributable to Mobile Infrastructure Corporation’s common stockholders (2,436 ) (304 ) (2,740 ) (4,992 ) 99 (4,893 ) Net loss per share attributable to Mobile Infrastructure Corporation’s common stockholders — basic and diluted $ (0.31 ) $ (0.04 ) $ (0.35 ) $ (0.64 ) $ 0.01 $ (0.63 ) | As of March 31, 2022 As of June 30, 2022 As of September 30, 2022 As reported Adjustments As Corrected As reported Adjustments As Corrected As reported Adjustments As Corrected (in thousands) (in thousands) (in thousands) Consolidated Balance Sheet: Buildings and improvements $ 254,482 $ (156 ) $ 254,326 $ 271,046 $ (156 ) $ 270,890 $ 271,964 $ (156 ) $ 271,808 Fixed assets, net 56 (43 ) 13 296 (81 ) 215 207 — 207 Cash 9,418 (548 ) 8,870 8,623 (441 ) 8,182 5,862 — 5,862 Cash – r e 5,043 333 5,376 5,357 226 5,583 6,721 — 6,721 Prepaid expenses 462 194 656 544 (138 ) 406 1,021 (13 ) 1,008 Accounts receivable 3,312 (197 ) 3,115 2,494 (291 ) 2,203 2,578 (85 ) 2,493 Due from related parties — 156 156 — 156 156 — 156 156 Other assets 103 (47 ) 56 121 (127 ) (6 ) 64 — 64 Notes payable, net 205,965 — 205,965 150,299 (37 ) 150,262 148,278 — 148,278 Revolving Credit Facility, net — — — 72,106 290 72,396 72,648 195 72,843 Accounts payable and accrued liabilities 15,589 (954 ) 14,635 18,530 (856 ) 17,674 21,604 (119 ) 21,485 Security Deposit 166 (46 ) 120 185 (46 ) 139 97 61 158 Deferred revenue 99 (35 ) 64 101 (35 ) 66 372 — 372 Accumulated deficit (102,855 ) 370 (102,485 ) (104,541 ) (305 ) (104,846 ) (106,692 ) (40 ) (106,732 ) Non-controlling 104,906 850 105,756 102,986 (352 ) 102,634 101,609 (56 ) 101,553 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 (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 ) Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 As reported Adjustments As Corrected As reported Adjustments As Corrected (in thousands, except per share data) (in thousands, except per share data) Consolidated Statement of Operations: Base rent income $ 2,122 $ (120 ) $ 2,002 $ 4,173 $ (120 ) $ 4,053 Management agreement 427 (427 ) (0 ) 427 (114 ) 313 Percentage rent 4,856 175 5,031 9,185 271 9,456 Property taxes 1,844 (105 ) 1,739 3,680 (105 ) 3,575 Property operating expense 731 (32 ) 699 1,568 (97 ) 1,471 General and administrative 1,882 (44 ) 1,838 3,388 (44 ) 3,344 Professional fees 532 (38 ) 494 1,562 (387 ) 1,175 Organizational, offering and other costs 1,567 309 1,876 2,525 197 2,722 Depreciation and amortization 2,021 43 2,064 3,988 43 4,031 Interest expense (3,168 ) (198 ) (3,366 ) (5,707 ) (250 ) (5,957 ) Other income 15 46 61 30 46 76 Net loss (3,997 ) (656 ) (4,653 ) (8,275 ) 225 (8,050 ) Net income attributable to non-controlling (2,311 ) (352 ) (2,663 ) (4,783 ) 126 (4,657 ) Net loss attributable to Mobile Infrastructure Corporation’s common stockholders (2,436 ) (305 ) (2,741 ) (4,992 ) 99 (4,893 ) Net loss per share attributable to Mobile Infrastructure Corporation’s common stockholders—basic and diluted $ (0.31 ) $ (0.04 ) $ (0.35 ) $ (0.64 ) $ 0.01 $ (0.63 ) Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 As reported Adjustments As Corrected As reported Adjustments As Corrected (in thousands, except per share data) (in thousands, except per share data) Consolidated Statement of Operations: Base rent income $ 2,173 $ 120 $ 2,293 $ 6,346 $ 120 $ 6,466 Management agreement — — — 427 (114 ) 313 Percentage rent 6,245 (187 ) 6,058 15,430 (187 ) 15,243 Property taxes 1,912 (106 ) 1,806 5,592 (106 ) 5,486 Property operating expense 501 (17 ) 484 2,069 (97 ) 1,972 General and administrative 2,455 44 2,499 5,843 (9 ) 5,834 Professional fees 525 (47 ) 478 2,087 (326 ) 1,761 Organizational, offering and other costs 2,168 (197 ) 1,971 4,693 — 4,693 Depreciation and amortization 2,137 (43 ) 2,094 6,125 (43 ) 6,082 Interest expense (3,387 ) (288 ) (3,675 ) (9,094 ) (383 ) (9,477 ) Other income 123 (107 ) 16 153 (107 ) 46 Net loss (4,596 ) (96 ) (4,692 ) (12,871 ) (89 ) (12,960 ) Net income attributable to non-controlling (2,445 ) (56 ) (2,501 ) (7,228 ) (52 ) (7,280 ) Net loss attributable to Mobile Infrastructure Corporation’s common stockholders (2,901 ) (40 ) (2,941 ) (7,893 ) (37 ) (7,930 ) Net loss per share attributable to Mobile Infrastructure Corporation’s common stockholders—basic and diluted $ (0.37 ) $ (0.01 ) $ (0.38 ) $ (1.02 ) $ 0.01 $ (1.01 ) |
Fifth Wall Acquisition Corp Three [Member] | ||
Schedule of basic and diluted net income (loss) per common share | The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per ordinary share for each class of ordinary shares: For the Three Months Ended June 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 1,093,423 $ 520,890 $ (192,230 ) $ (46,523 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 14,743,793 6,875,000 28,407,000 6,875,000 Basic and diluted net income (loss) per ordinary share $ 0.08 $ 0.08 $ (0.01 ) $ (0.01 ) F-1 7 For the Six Months Ended June 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 2,360,726 $ 753,564 $ (476,352 ) $ (115,286 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 21,537,653 6,875,000 28,407,000 6,875,000 Basic and diluted net income (loss) per ordinary share $ 0.11 $ 0.11 $ (0.02 ) $ (0.02 ) | The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the Year Ended For the Period from Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 221,059 $ 53,500 $ (821,655) $ (278,926) Denominator: Basic and diluted weighted average ordinary shares outstanding 28,407,000 6,875,000 19,687,130 6,683,149 Basic and diluted net income (loss) per ordinary share $ 0.01 $ 0.01 $ (0.04) $ (0.04) |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Table Text Block [Abstract] | ||
Schedule of Finite and Indefinite Intangible Assets [Table Text Block] | As of June 30, 2023 As of December 31, 2022 Gross carrying Accumulated Gross carrying Accumulated In-place $ 2,564 $ 1,783 $ 2,564 $ 1,621 Lease commissions 165 119 165 106 Indefinite lived contract 3,160 — 3,160 — Acquired technology 4,242 784 4,217 561 Total intangible assets $ 10,131 $ 2,686 $ 10,106 $ 2,288 | 2022 2021 Gross Accumulated Gross Accumulated In-place $ 2,564 $ 1,621 $ 2,398 $ 1,311 Lease commissions 165 106 152 82 Indefinite lived contract 3,160 — 3,160 — Acquired technology 4,217 561 4,046 133 Total intangible assets $ 10,106 $ 2,288 $ 9,756 $ 1,526 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Acquired in- place leases Lease Technology 2023 $ 320 $ 24 $ 448 2024 303 21 443 2025 189 9 443 2026 102 4 443 2027 29 1 415 Thereafter — — 1,464 $ 943 $ 59 $ 3,656 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Table Text Block [Abstract] | ||
Schedule of Debt [Table Text Block] | Loan Original Monthly Balance as Lender Interest Loan 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 $ 7,532 Barclays 4.25 % 12/6/2024 322 Streeter Holdco LLC $ 25,900 $ 130 $ 25,015 American National Insurance Co. 3.50 % 3/1/2025 MVP Houston Saks Garage, LLC $ 3,650 $ 20 $ 2,907 Barclays Bank PLC 4.25 % 8/6/2025 Minneapolis City Parking, LLC $ 5,250 $ 29 $ 4,302 American National Insurance, of NY 4.50 % 5/1/2026 MVP Bridgeport Fairfield Garage, LLC $ 4,400 $ 23 $ 3,598 FBL Financial Group, Inc. 4.00 % 8/1/2026 West 9th Properties II, LLC $ 5,300 $ 30 $ 4,421 American National Insurance Co. 4.50 % 11/1/2026 MVP Fort Worth Taylor, LLC $ 13,150 $ 73 $ 11,000 American National Insurance, of NY 4.50 % 12/1/2026 MVP Detroit Center Garage, LLC $ 31,500 $ 194 $ 27,160 Bank of America 5.52 % 2/1/2027 MVP St. Louis Washington, LLC (1) $ 1,380 $ 8 $ 1,258 KeyBank * 4.90 % 5/1/2027 St. Paul Holiday Garage, LLC (1) $ 4,132 $ 24 $ 3,764 KeyBank * 4.90 % 5/1/2027 Cleveland Lincoln Garage, LLC (1) $ 3,999 $ 23 $ 3,643 KeyBank * 4.90 % 5/1/2027 MVP Denver Sherman, LLC (1) $ 286 $ 2 $ 260 KeyBank * 4.90 % 5/1/2027 MVP Milwaukee Arena Lot, LLC (1) $ 2,142 $ 12 $ 1,951 KeyBank * 4.90 % 5/1/2027 MVP Denver 1935 Sherman, LLC (1) $ 762 $ 4 $ 694 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 $ 11,143 Key Bank ** 5.02 % 8/1/2027 Less unamortized loan issuance costs $ (613 ) $145,675 | Loan (4) Original Monthly Balance as 12/31/22 Lender Term Interest Loan MVP Milwaukee Old World $ 771 I/O $ 1,871 Vestin Realty Mortgage II 1 7.50% 8/25/2023 Minneapolis Venture $ 2,000 I/O $ 4,000 Vestin Realty Mortgage II 1 7.50% 8/25/2023 MVP Milwaukee Clybourn $ 191 I/O $ 191 Vestin Realty Mortgage II 1 7.50% 8/25/2023 MVP Clarksburg Lot $ 476 I/O $ 379 Vestin Realty Mortgage II 1 7.50% 8/25/2023 MVP Cincinnati Race Street $ 2,550 I/O $ 3,450 Vestin Realty Mortgage II 1 7.50% 8/25/2023 MVP Memphis Poplar (3) $ 1,800 I/O $ 1,800 LoanCore 5 5.38% 3/6/2024 MVP St. Louis (3) $ 3,700 I/O $ 3,700 LoanCore 5 5.38% 3/6/2024 Mabley Place Garage $ 9,000 $ 44 $ 7,635 Barclays 10 4.25% 12/6/2024 322 Streeter Holdco $ 25,900 $ 130 $ 25,352 American National Insurance Co. 5 * 3.50% 3/1/2025 MVP Houston Saks Garage $ 3,650 $ 20 $ 2,963 Barclays Bank PLC 10 4.25% 8/6/2025 Minneapolis City Parking $ 5,250 $ 29 $ 4,379 American National Insurance, of NY 10 4.50% 5/1/2026 MVP Bridgeport Fairfield Garage $ 4,400 $ 23 $ 3,664 FBL Financial Group, Inc. 10 4.00% 8/1/2026 West 9th Properties II $ 5,300 $ 30 $ 4,497 American National Insurance Co. 10 4.50% 11/1/2026 MVP Fort Worth Taylor $ 13,150 $ 73 $ 11,189 American National Insurance, of NY 10 4.50% 12/1/2026 MVP Detroit Center Garage $ 31,500 $ 194 $ 27,625 Bank of America 10 5.52% 2/1/2027 MVP Denver Sherman (1) $ 286 $ 2 $ 264 KeyBank 10 * 4.90% 5/1/2027 MVP Milwaukee Arena Lot (1) $ 2,142 $ 12 $ 1,977 KeyBank 10 * 4.90% 5/1/2027 MVP Denver 1935 Sherman (1) $ 762 $ 4 $ 703 KeyBank 10 * 4.90% 5/1/2027 MVP St. Louis Washington (1) $ 1,380 $ 24 $ 1,274 KeyBank 10 * 4.90% 5/1/2027 St. Paul Holiday Garage (1) $ 4,132 $ 8 $ 3,814 KeyBank 10 * 4.90% 5/1/2027 Cleveland Lincoln Garage (1) $ 3,999 $ 23 $ 3,691 KeyBank 10 * 4.90% 5/1/2027 MVP Indianapolis Meridian Lot (2) $ 938 I/O $ 938 Cantor Commercial Real Estate 10 ** 5.03% 5/6/2027 MVP Louisville Broadway Station (2) $ 1,682 I/O $ 1,682 Cantor Commercial Real Estate 10 ** 5.03% 5/6/2027 MVP Whitefront Garage (2) $ 6,454 I/O $ 6,454 Cantor Commercial Real Estate 10 ** 5.03% 5/6/2027 MVP Houston Preston Lot (2) $ 1,627 I/O $ 1,627 Cantor Commercial Real Estate 10 ** 5.03% 5/6/2027 MVP Houston San Jacinto Lot (2) $ 1,820 I/O $ 1,820 Cantor Commercial Real Estate 10 ** 5.03% 5/6/2027 St. Louis Broadway (2) $ 1,671 I/O $ 1,671 Cantor Commercial Real Estate 10 ** 5.03% 5/6/2027 St. Louis Seventh & Cerre (2) $ 2,057 I/O $ 2,057 Cantor Commercial Real Estate 10 ** 5.03% 5/6/2027 St Louis Cardinal Lot DST $ 6,000 I/O $ 6,000 Cantor Commercial Real Estate 10 5.25% 5/31/2027 MVP Preferred Parking $ 11,330 $ 66 $ 11,257 Key Bank 10 ** 5.02% 8/1/2027 Less unamortized loan issuance costs $ (974 ) $ 146,948 |
Schedule of Maturities of Long-Term Debt [Table Text Block] | 2023 (remainder) $ 11,414 2024 16,012 2025 29,091 2026 22,708 2027 67,063 Thereafter — Total $ 146,288 | 2023 $ 13,048 2024 16,012 2025 29,091 2026 22,708 2027 67,063 Thereafter — Total $ 147,922 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Table Text Block [Abstract] | ||
Share-Based Payment Arrangement, Activity [Table Text Block] | As of June 30, 2023 Number of Weighted Avg Grant FV Per Unvested — January 1, 2023 1,782,027 $ 12.65 Granted 158,196 13.69 Vested (32,422 ) 13.91 Forfeited — — Unvested — June 30, 2023 1,907,801 $ 12.72 | As of December 31, 2022 Number of Incentive Weighted Avg Grant Balance—January 1, 2022 — $ — Granted 1,782,027 12.65 Vested — — Forfeited — — Total unvested units 1,782,027 $ 12.65 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Table Text Block [Abstract] | ||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | For the three months ended For the six months ended June 30, June 30, June 30, June 30, Numerator: Net loss attributable to MIC $ (2,468 ) $ (2,740 ) $ (4,765 ) $ (4,893 ) Net loss attributable to participating securities — — — — Net loss attributable to MIC common stock $ (2,468 ) $ (2,740 ) $ (4,765 ) $ (4,893 ) Denominator: Basic and dilutive weighted average shares of Common Stock outstanding 7,762,375 7,762,375 7,762,375 7,762,375 Basic and diluted loss per weighted average common share: Basic and dilutive $ (0.32 ) $ (0.35 ) $ (0.61 ) $ (0.63 ) | 2022 2021 Numerator: Net loss attributable to MIC $ (11,119 ) $ (14,064 ) Net loss attributable to participating securities — — Net loss attributable to MIC common stock $ (11,119 ) $ (14,064 ) Denominator: Basic and dilutive weighted average shares of Common Stock outstanding 7,762,375 7,741,192 Basic and diluted loss per weighted average common share: Basic and dilutive $ (1.43 ) $ (1.82 ) |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fifth Wall Acquisition Corp. III [Member] | |
Schedule of Restatement of Previously Issued Financial Statements | Balance Sheets: The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2022: As of June 30, 2022 As Previously Restatement As Restated Total Assets $ 276,393,463 $ — $ 276,393,463 Total current liabilities 412,495 — 412,495 Deferred underwriting commissions 9,625,000 (3,609,375 ) 6,015,625 Total liabilities 10,037,495 (3,609,375 ) 6,428,120 Class A ordinary shares subject to possible redemption 275,043,954 — 275,043,954 Preferred shares — — — Class A ordinary shares 91 — 91 Class B ordinary shares 688 — 688 Additional paid-in — — — Accumulated deficit (8,688,765 ) 3,609,375 (5,079,390 ) Total shareholders’ deficit (8,687,986 ) 3,609,375 (5,078,611 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit $ 276,393,463 $ — $ 276,393,463 The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of September 30, 2022: As of September 30, 2022 As Previously Restatement As Restated Total Assets $ 276,978,583 $ — $ 276,978,583 Total current liabilities 467,636 — 467,636 Deferred underwriting commissions 9,625,000 (3,609,375 ) 6,015,625 Total liabilities 10,092,636 (3,609,375 ) 6,483,261 Class A ordinary shares subject to possible redemption 275,905,944 — 275,905,944 Preferred shares — — — Class A ordinary shares 91 — 91 Class B ordinary shares 688 — 688 Additional paid-in — — — Accumulated deficit (9,020,776 ) 3,609,375 (5,411,401 ) Total shareholders’ deficit (9,019,997 ) 3,609,375 (5,410,622 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit $ 276,978,583 $ — $ 276,978,583 Statement of Changes in Stockholders’ Deficit: The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported accumulated deficit in the statement of changes in stockholders’ deficit for the six months ended June 30, 2022: For the Six Months Ended June 30, 2022 As Previously Restatement As Restated Balance—December 31, 2021 $ (8,053,173 ) $ — $ (8,053,173 ) Adjustment for accretion of Class A ordinary shares subject to possible (43,954 ) 3,609,375 3,565,421 Net loss (591,638 ) — (591,638 ) Balance—June 30, 2022 $ (8,688,765 ) $ 3,609,375 $ (5,079,390 ) The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported accumulated deficit in the statement of changes in stockholders’ deficit for the nine months ended September 30, 2022: For the Nine Months Ended September 30, 2022 As Previously Restatement As Restated Balance—December 31, 2021 $ (8,053,173 ) $ — $ (8,053,173 ) Adjustment for accretion of Class A ordinary shares subject to possible (905,944 ) 3,609,375 2,703,431 Net loss (61,659 ) — (61,659 ) Balance—September 30, 2022 $ (9,020,776 ) $ 3,609,375 $ (5,411,401 ) Statement of Cash Flows: The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2022: For the Six Months Ended June 30, 2022 As Previously Restatement As Restated Supplemental disclosure of noncash financing activities: Extinguishment of deferred underwriting commissions allocated to Public Shares $ — $ 3,609,375 $ 3,609,375 The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the nine months ended September 30, 2022: For the Nine Months Ended September 30, As Previously Restatement As Restated Supplemental disclosure of noncash financing activities: Extinguishment of deferred underwriting commissions allocated to Public $ — $ 3,609,375 $ 3,609,375 |
Acquisitions and Dispositions_2
Acquisitions and Dispositions of Investments in Real Estate (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Table Text Block [Abstract] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Property Location Date Property # Size / Commercial Purchase 222 Sheridan Bricktown Garage LLC Oklahoma City, OK 6/7/2022 Garage 555 0.64 15,628 $ 17,513 Property Location Date Property # Size / Retail Purchase 1W7 Carpark, LLC Cincinnati, OH 8/25/2021 Garage 765 1.21 18,385 $ 32,122 222W7 Holdco, LLC Cincinnati, OH 8/25/2021 Garage 1625 1.84 — $ 28,314 322 Streeter Holdco, LLC Chicago, IL 8/25/2021 Garage 1154 2.81 — $ 38,483 2nd Street Miami Garage, LLC Miami, FL 9/9/2021 Contract 118 N/A — $ 3,253 Denver 1725 Champa Street Garage, LLC Denver, CO 11/3/2021 Garage 450 0.72 — $ 16,274 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Land and Building and In-Place Total assets 222 Sheridan Bricktown Garage LLC $ 1,314 $ 16,020 $ 179 $ 17,513 Land and Building and In-Place Contract Total assets 1W7 Carpark, LLC $ 2,995 $ 28,819 $ 308 $ — $ 32,122 222W7 Holdco, LLC 4,391 23,923 — — 28,314 322 Streeter Holdco, LLC 11,387 27,096 — — 38,483 2nd Street Miami Garage, LLC (a) 93 — — 3,160 3,253 Denver 1725 Champa Street Garage, LLC 7,414 8,860 — — 16,274 $ 26,280 $ 88,698 $ 308 $ 3,160 $ 118,446 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Table Text Block [Abstract] | |
Operating Lease, Lease Income [Table Text Block] | Year Ended December 31, Lease revenue 2022 2021 Fixed contractual payments $ 7,107 $ 9,154 Variable lease payments $ 21,542 $ 6,939 Straight-line rental income $ 25 $ 135 |
Lessor, Operating Lease, Payment to be Received, Fiscal Year Maturity [Table Text Block] | Years Ending December 31, Future lease payments due 2023 $ 5,010 2024 $ 4,484 2025 $ 3,504 2026 $ 2,626 2027 $ 523 Thereafter $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Table Text Block [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | 2022 2021 Current Federal — — State 29 31 Total Current $ 29 $ 31 Deferred Federal — — State — — Total Deferred — — Total $ 29 $ 31 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 2022 2021 Tax at U.S. statutory rate 21.00 % 21.00 % State taxes, net of federal effect 2.29 % 5.16 % Non-Deductible 0.89 % 0.64 % Change in Valuation Allowance (24.54 )% (27.08 )% Effective income tax rate — — |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Year Ended December 31, 2022 2021 Deferred Tax Assets: NOL Carryforward $ 14,030 $ 11,307 Intangible Assets 4,676 5,661 Investment in Operating Partnership 8,388 10,576 Gross deferred tax assets $ 27,094 $ 27,544 Less valuation allowance (27,094 ) (27,544 ) Total deferred tax assets $ — $ — Deferred Tax Liabilities: Straight-line Rent — — Total deferred tax liabilities $ — $ — Total net deferred taxes $ — $ — |
Revision of Previously Issued_2
Revision of Previously Issued Quarterly Financial Information (Unaudited) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Table Text Block [Abstract] | ||
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | As of June 30, 2022 As reported Adjustments As (in thousands) Consolidated Balance Sheet: Buildings and improvements $ 271,046 $ (156 ) $ 270,890 Fixed assets, net 296 (81 ) 215 Cash 8,623 (441 ) 8,182 Cash – restricted 5,357 226 5,583 Prepaid expenses 544 (138 ) 406 Accounts receivable 2,494 (291 ) 2,203 Due from related parties — 156 156 Other assets 121 (127 ) (6 ) Notes payable, net 150,299 (37 ) 150,262 Revolving Credit Facility, net 72,106 290 72,396 Accounts payable and accrued liabilities 18,530 (856 ) 17,674 Security Deposit 185 (46 ) 139 Deferred revenue 101 (35 ) 66 Accumulated deficit (104,541 ) (305 ) (104,846 ) Non-controlling 102,986 (352 ) 102,634 Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 As reported Adjustments As Corrected As reported Adjustments As Corrected (in thousands, except per share data) (in thousands, except per share data) Consolidated Statement of Operations: Base rent income $ 2,122 $ (120 ) $ 2,002 $ 4,173 $ (120 ) $ 4,053 Management agreement 427 (427 ) — 427 (114 ) 313 Percentage rent 4,856 175 5,031 9,185 271 9,456 Property taxes 1,844 (105 ) 1,739 3,680 (105 ) 3,575 Property operating expense 731 (33 ) 698 1,568 (96 ) 1,472 General and administrative 1,882 (44 ) 1,838 3,388 (44 ) 3,344 Professional fees 532 (38 ) 494 1,562 (387 ) 1,175 Organizational, offering and other costs 1,567 309 1,876 2,525 197 2,722 Depreciation and amortization 2,021 43 2,064 3,988 43 4,031 Interest expense (3,168 ) (198 ) (3,366 ) (5,707 ) (250 ) (5,957 ) Other income 15 46 61 30 46 76 Net loss (3,997 ) (656 ) (4,653 ) (8,275 ) 225 (8,050 ) Net income attributable to non-controlling (2,311 ) (352 ) (2,663 ) (4,783 ) 126 (4,657 ) Net loss attributable to Mobile Infrastructure Corporation’s common stockholders (2,436 ) (304 ) (2,740 ) (4,992 ) 99 (4,893 ) Net loss per share attributable to Mobile Infrastructure Corporation’s common stockholders — basic and diluted $ (0.31 ) $ (0.04 ) $ (0.35 ) $ (0.64 ) $ 0.01 $ (0.63 ) | As of March 31, 2022 As of June 30, 2022 As of September 30, 2022 As reported Adjustments As Corrected As reported Adjustments As Corrected As reported Adjustments As Corrected (in thousands) (in thousands) (in thousands) Consolidated Balance Sheet: Buildings and improvements $ 254,482 $ (156 ) $ 254,326 $ 271,046 $ (156 ) $ 270,890 $ 271,964 $ (156 ) $ 271,808 Fixed assets, net 56 (43 ) 13 296 (81 ) 215 207 — 207 Cash 9,418 (548 ) 8,870 8,623 (441 ) 8,182 5,862 — 5,862 Cash – r e 5,043 333 5,376 5,357 226 5,583 6,721 — 6,721 Prepaid expenses 462 194 656 544 (138 ) 406 1,021 (13 ) 1,008 Accounts receivable 3,312 (197 ) 3,115 2,494 (291 ) 2,203 2,578 (85 ) 2,493 Due from related parties — 156 156 — 156 156 — 156 156 Other assets 103 (47 ) 56 121 (127 ) (6 ) 64 — 64 Notes payable, net 205,965 — 205,965 150,299 (37 ) 150,262 148,278 — 148,278 Revolving Credit Facility, net — — — 72,106 290 72,396 72,648 195 72,843 Accounts payable and accrued liabilities 15,589 (954 ) 14,635 18,530 (856 ) 17,674 21,604 (119 ) 21,485 Security Deposit 166 (46 ) 120 185 (46 ) 139 97 61 158 Deferred revenue 99 (35 ) 64 101 (35 ) 66 372 — 372 Accumulated deficit (102,855 ) 370 (102,485 ) (104,541 ) (305 ) (104,846 ) (106,692 ) (40 ) (106,732 ) Non-controlling 104,906 850 105,756 102,986 (352 ) 102,634 101,609 (56 ) 101,553 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 (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 ) Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 As reported Adjustments As Corrected As reported Adjustments As Corrected (in thousands, except per share data) (in thousands, except per share data) Consolidated Statement of Operations: Base rent income $ 2,122 $ (120 ) $ 2,002 $ 4,173 $ (120 ) $ 4,053 Management agreement 427 (427 ) (0 ) 427 (114 ) 313 Percentage rent 4,856 175 5,031 9,185 271 9,456 Property taxes 1,844 (105 ) 1,739 3,680 (105 ) 3,575 Property operating expense 731 (32 ) 699 1,568 (97 ) 1,471 General and administrative 1,882 (44 ) 1,838 3,388 (44 ) 3,344 Professional fees 532 (38 ) 494 1,562 (387 ) 1,175 Organizational, offering and other costs 1,567 309 1,876 2,525 197 2,722 Depreciation and amortization 2,021 43 2,064 3,988 43 4,031 Interest expense (3,168 ) (198 ) (3,366 ) (5,707 ) (250 ) (5,957 ) Other income 15 46 61 30 46 76 Net loss (3,997 ) (656 ) (4,653 ) (8,275 ) 225 (8,050 ) Net income attributable to non-controlling (2,311 ) (352 ) (2,663 ) (4,783 ) 126 (4,657 ) Net loss attributable to Mobile Infrastructure Corporation’s common stockholders (2,436 ) (305 ) (2,741 ) (4,992 ) 99 (4,893 ) Net loss per share attributable to Mobile Infrastructure Corporation’s common stockholders—basic and diluted $ (0.31 ) $ (0.04 ) $ (0.35 ) $ (0.64 ) $ 0.01 $ (0.63 ) Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 As reported Adjustments As Corrected As reported Adjustments As Corrected (in thousands, except per share data) (in thousands, except per share data) Consolidated Statement of Operations: Base rent income $ 2,173 $ 120 $ 2,293 $ 6,346 $ 120 $ 6,466 Management agreement — — — 427 (114 ) 313 Percentage rent 6,245 (187 ) 6,058 15,430 (187 ) 15,243 Property taxes 1,912 (106 ) 1,806 5,592 (106 ) 5,486 Property operating expense 501 (17 ) 484 2,069 (97 ) 1,972 General and administrative 2,455 44 2,499 5,843 (9 ) 5,834 Professional fees 525 (47 ) 478 2,087 (326 ) 1,761 Organizational, offering and other costs 2,168 (197 ) 1,971 4,693 — 4,693 Depreciation and amortization 2,137 (43 ) 2,094 6,125 (43 ) 6,082 Interest expense (3,387 ) (288 ) (3,675 ) (9,094 ) (383 ) (9,477 ) Other income 123 (107 ) 16 153 (107 ) 46 Net loss (4,596 ) (96 ) (4,692 ) (12,871 ) (89 ) (12,960 ) Net income attributable to non-controlling (2,445 ) (56 ) (2,501 ) (7,228 ) (52 ) (7,280 ) Net loss attributable to Mobile Infrastructure Corporation’s common stockholders (2,901 ) (40 ) (2,941 ) (7,893 ) (37 ) (7,930 ) Net loss per share attributable to Mobile Infrastructure Corporation’s common stockholders—basic and diluted $ (0.37 ) $ (0.01 ) $ (0.38 ) $ (1.02 ) $ 0.01 $ (1.01 ) |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fifth Wall Acquisition Corp. III [Member] | ||
Schedule of Company's assets and liabilities that are measured at fair value on a recurring basis | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022 by level within the fair value hierarchy: Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets—Investments held in Trust Account—Money Market Fund June 30, 2023 $ 4,768,583 $ — $ — December 31, 2022 $ 277,949,215 $ — $ — | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 by level within the fair value hierarchy: Quoted Prices in Significant Other Significant Description Assets — Investments held in Trust Account — Money Market Fund December 31, 2022 $ 277,949,215 $ — $ — December 31, 2021 $ 275,012,561 $ — $ — |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Table Text Block [Abstract] | |
Quarterly Financial Information [Table Text Block] | For the 2022 Three Months Ended March 31 June 30 September 30 December 31 (in thousands, except per share data) Revenues Base rental income $ 1,931 $ 2,002 $ 2,293 $ 2,119 Management income 427 — — — Percentage rental income 4,456 5,031 6,058 4,785 Total revenues $ 6,814 $ 7,033 $ 8,351 $ 6,904 Expenses Property taxes $ 1,631 $ 1,739 $ 1,806 $ 1,709 Property operating expense 853 699 484 912 Interest expense 2,457 3,366 3,675 3,415 Depreciation and amortization 2,010 2,064 2,094 2,080 General and administrative 1,515 1,838 2,499 2,683 Professional fees, net of reimbursement of insurance proceeds 1,468 494 478 250 Organizational, offering and other costs — 1,876 1,971 1,745 Total expenses $ 9,933 $ 12,075 $ 13,007 $ 12,794 Other income (expense) Loss on sale of real estate $ — $ — $ (52 ) $ — PPP loan forgiveness — 328 — — Other income 61 61 16 (32 ) Total other income (expense) $ 61 $ 389 $ (36 ) $ (32 ) Net loss $ (3,058 ) $ (4,653 ) $ (4,692 ) $ (5,923 ) Net loss attributable to non-controlling (1,622 ) (2,663 ) (2,501 ) (3,422 ) Net loss attributable to Mobile Infrastructure Corporation’s stockholders $ (1,436 ) $ (1,990 ) $ (2,191 ) $ (2,501 ) Preferred stock distributions declared—Series A (54 ) (54 ) (54 ) (54 ) Preferred stock distributions declared—Series 1 (696 ) (696 ) (696 ) (696 ) Net loss attributable to Mobile Infrastructure Corporation’s common stockholders $ (2,186 ) $ (2,740 ) $ (2,941 ) $ (3,251 ) Basic and diluted loss per weighted average common share: Net loss per share attributable to Mobile Infrastructure Corporation’s common stockholders—basic and diluted $ (0.28 ) $ (0.35 ) $ (0.38 ) $ (0.42 ) Weighted average common shares outstanding, basic and diluted 7,762,375 7,762,375 7,762,375 7,762,375 |
Schedule III - Real Estate an_2
Schedule III - Real Estate and Accumulated Depreciation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Table Text Block [Abstract] | |
Schedule of Real Estate Properties [Table Text Block] | Initial Cost Costs Capitalized Subsequent to Acquisition Gross Carrying Amount at December 31, 2022 (1) Description ST Encumbrance Land and Buildings Improvements Carrying Land Building and Total Accumulated Date Life on which depr in latest statement is West 9th OH $ 4,497 $ 5,675 $ — $ 243 $ — $ 5,918 $ — $ 5,918 $ 60 2016 15 Crown Colony (3) OH — 3,030 — 19 — 2,954 — 2,954 7 2016 15 Cincinnati Race Street OH 3,450 2,142 2,358 1,870 — 1,904 3,966 5,870 943 2016 39 15 St Louis Washington MO 1,274 3,000 — 7 — 1,637 — 1,637 2 2016 15 St Paul Holiday Garage MN 3,814 1,673 6,527 385 — 1,673 6,912 8,585 1,145 2016 39,15 Louisville KY 1,682 3,050 — 57 — 3,007 — 3,007 22 2016 15 Whitefront Garage TN 6,454 3,116 8,380 176 — 3,116 8,556 11,672 1,407 2016 39,15 Cleveland OH 3,691 2,195 5,122 5,163 — 1,378 8,377 9,755 1,789 2016 39,15 Houston Preston TX 1,627 2,800 — 20 — 2,820 — 2,820 7 2016 15 Houston San Jacinto TX 1,820 3,200 — 50 — 3,250 — 3,250 18 2016 15 MVP Detroit Center Garage MI 27,625 7,000 48,000 743 — 7,000 48,743 55,743 7,504 2017 39,15 St. Louis Broadway MO 1,671 2,400 — — — 2,400 — 2,400 — 2017 N/A St. Louis Seventh & Cerre MO 2,057 3,300 — — — 3,300 — 3,300 — 2017 N/A MVP Preferred Parking TX 11,257 15,800 4,700 720 — 15,230 5,250 20,480 857 2017 39,15 Initial Cost Costs Capitalized Subsequent to Acquisition Gross Carrying Amount at December 31, 2022 (1) Description ST Encumbrance Land and Buildings Improvements Carrying Land Building and Total Accumulated Date Life on which depr in latest statement is MVP Raider TX * 2,005 9,057 2,713 — 2,005 11,770 13,775 1,741 2017 39,15 MVP PF TN 1,800 3,658 — 24 — 3,670 12 3,682 17 2017 15 MVP PF St. MO 3,700 5,041 — — — 5,041 — 5,041 36 2017 15 Mabley Place Garage OH 7,635 1,585 19,018 971 — 1,360 17,214 18,574 2,339 2017 39,15 MVP Denver Sherman CO 264 705 — — — 705 — 705 — 2017 N/A MVP Fort Worth Taylor TX 11,189 2,845 24,405 5 — 2,845 24,410 27,255 3,169 2017 39,15 MVP Milwaukee Old World WI 1,871 2,003 — 8 — 2,003 8 2,011 24 2017 15 MVP Houston Saks Garage TX 2,963 4,931 5,221 177 — 3,713 4,116 7,829 604 2017 39,15 MVP Milwaukee Wells WI * 4,994 — — — 4,374 — 4,374 83 2017 15 MVP Wildwood NJ Lot (4) NJ 1,000 1,631 — — — 696 — 696 — 2017 N/A MVP IN * 2,056 8,557 114 — 2,056 8,671 10,727 1,146 2017 39,15 MVP IN * 5,618 — — — 5,618 — 5,618 27 2017 15 MVP MN 4,000 4,013 — 109 — 4,013 109 4,122 1 2017 N/A MVP IN 938 1,573 — — — 1,523 — 1,523 7 2017 15 MVP Milwaukee Clybourn WI 191 257 — — — 257 — 257 3 2017 15 Initial Cost Costs Capitalized Subsequent to Acquisition Gross Carrying Amount at December 31, 2022 (1) Description ST Encumbrance Land and Buildings Improvements Carrying Land Building and Total Accumulated Date Life on which depr in latest statement is MVP Milwaukee Arena WI 1,977 4,631 — 22 — 4,641 12 4,653 — 2017 N/A MVP Clarksburg Lot WV 379 701 — — — 611 — 611 3 2017 15 MVP Denver 1935 Sherman CO 703 2,533 — — — 2,533 — 2,533 — 2017 N/A MVP Bridgeport Fairfield Garage CT 3,664 498 7,555 12 — 498 7,567 8,065 1,027 2017 39,15 Minneapolis City MN 4,379 9,633 — — — 7,513 — 7,513 100 2017 15 MVP New Orleans Rampart LA * 8,105 — — — 7,835 — 7,835 — 2018 N/A MVP Hawaii Marks HI * 9,119 11,715 421 — 8,570 11,435 20,005 1,406 2018 39,15 1W7 Carpark OH * 2,995 28,762 18 — 2,995 28,780 31,775 988 2021 39,15 222W7 OH * 4,391 23,879 85 — 4,391 23,964 28,355 823 2021 39 322 Streeter IL 25,352 11,387 27,035 405 — 11,387 27,440 38,827 941 2021 39 2nd Street FL — 93 — — — 93 — 93 — 2021 N/A Denver 1725 Champa Street Garage CO * 7,414 8,860 362 — 7,414 9,222 16,636 275 2021 39 Bricktown OK * 1,314 16,020 32 — 1,314 16,052 17,366 241 2022 39 MVP St. Louis Cardinal Lot DST MO 6,000 11,660 19 — — 11,660 19 11,679 1 2017 N/A $ 148,922 $ 175,770 $ 265,190 $ 14,931 $ — $ 166,921 $ 272,605 $ 439,526 $ 28,763 (1) The aggregate gross cost of property included above for federal income tax purposes approximately $413.3 million as of December 31, 2022. (2) The initial costs of buildings are depreciated over 39 years using a straight-line method of accounting; improvements capitalized subsequent to acquisition are depreciated over the shorter of the lease term or useful life, generally ranging from one (3) These properties are held by West 9th St. Properties II, LLC (4) Wildwood lot classified as held for sale at December 31, 2022 * Property financed under the Revolving Credit Facility |
SEC Schedule III, Reconciliation of Carrying Amount of Real Estate Investments [Table Text Block] | The following table reconciles the historical cost of total real estate held for investment for the years ended December 31, 2022 and 2021 (dollars in thousands): 2022 2021 Balance at beginning of period $ 420,603 $ 292,076 Additions during period: Acquisitions 17,334 126,651 Improvements 2,289 1,876 Deductions during period: Dispositions (700 ) — Impairments — — Balance at close of period $ 439,526 $ 420,603 (1) This amount does not include intangible assets and construction in progress totaling approximately $10.1 million and $1.2 million, respectively, as of December 31, 2022 and approximately $9.8 million and $0.1 million as of December 31, 2021, respectively. |
SEC Schedule III, Reconciliation of Real Estate Accumulated Depreciation [Table Text Block] | The following table reconciles the accumulated depreciation for the years ended December 31, 2022 and 2021 (dollars in thousands): 2022 2021 Balance at beginning of period $ 21,348 $ 15,890 Deductions during period: — — Depreciation of real estate 7,415 5,458 Balance at close of period $ 28,763 $ 21,348 |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fifth Wall Acquisition Corp. III [Member] | ||
Summary of reconciliation of class A common stock subject to possible redemption | As of June 30, 2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption reflected on the condensed consolidated balance sheets are reconciled on the following table: Gross proceeds $ 275,000,000 Less: Offering costs allocated to Class A ordinary shares subject to possible redemption (16,046,813 ) Increase in redemption value of Class A ordinary shares subject to possible redemption (3,166,410 ) Plus: Accretion of carrying value to redemption value 16,046,813 Waiver of offering costs allocated to Class A ordinary shares subject to possible redemption 6,015,625 Class A ordinary shares subject to possible redemption as of 277,849,215 Less: Redemptions (278,780,559 ) Plus: Accretion of carrying value to redemption value 3,609,375 Waiver of offering costs allocated to Class A ordinary shares subject to possible redemption 2,090,559 Class A ordinary shares subject to possible redemption as of June 30, $ 4,768,583 | The Class A ordinary shares subject to possible redemption reflected on the consolidated balance sheets is reconciled on the following table: Gross proceeds $ 275,000,000 Less: Offering costs allocated to Class A ordinary shares subject to possible (16,046,813 ) Plus: Accretion of carrying value to redemption value 16,046,813 Class A ordinary shares subject to possible redemption as of December 31, 2021 275,000,000 Plus: Waiver of offering costs allocated to Class A ordinary shares subject to 6,015,625 Less: Increase in redemption value of Class A ordinary shares subject to possible redemption (3,166,410 ) Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 277,849,215 |
Organization and Business Ope_2
Organization and Business Operations (Details Textual) $ / shares in Units, ft² in Millions | 6 Months Ended | 12 Months Ended | |||||
Jun. 15, 2023 USD ($) $ / shares shares | Dec. 13, 2022 USD ($) $ / shares shares | Aug. 25, 2021 USD ($) ft² $ / shares shares | Jun. 30, 2023 USD ($) ft² $ / shares | Dec. 31, 2022 USD ($) ft² $ / shares | Dec. 31, 2021 USD ($) $ / shares | May 27, 2022 | |
Number of Parking Facilities | 43 | 44 | |||||
Number of Parking Spaces | 15,676 | 15,750 | |||||
Area of Real Estate Property (Square Foot) | ft² | 5.4 | 5.4 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Warrants and Rights Outstanding | $ 3,319,000 | $ 3,319,000 | $ 3,319,000 | ||||
Transaction expenses | 0 | 12,224,000 | |||||
Settlement of Deferred Management Internalization | 0 | $ 10,040,000 | |||||
Color Up to Purchase Common Stock Warrants [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 1,702,128 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 11.75 | ||||||
ClassOfWarrantOrRightMaximumAggregateCashPurchasePriceAllowed | $ 20,000,000 | ||||||
Warrants and Rights Outstanding | 3,300,000 | ||||||
Acquisition Of Three Parking Garages [Member] | |||||||
Asset Acquisition, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 35,000,000 | ||||||
Asset Acquisition, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 98,800,000 | ||||||
Asset Acquisition, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 4,000,000 | ||||||
Asset Acquisition, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-Term Debt | 44,500,000 | ||||||
Transaction expenses | 12,200,000 | ||||||
Settlement of Deferred Management Internalization | $ 10,000,000 | ||||||
Multilevel Parking Garage In Cincinnati Ohio1 [Member] | |||||||
Number of Parking Spaces | 765 | ||||||
Multilevel Parking Garage In Cincinnati Ohio 2 [Member] | |||||||
Number of Parking Spaces | 1,625 | ||||||
Multilevel Parking Garage In Chicago Illinois [Member] | |||||||
Number of Parking Spaces | 1,154 | ||||||
Area of Real Estate Property (Square Foot) | ft² | 1.2 | ||||||
Series 2 Preferred Stock to be Converted into Common Shares [Member] | Scenario, Plan [Member] | |||||||
Preferred Stock, Shares Subscribed but Unissued (in shares) | shares | 46,000 | ||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.0001 | ||||||
Shares Issued, Price Per Share (in dollars per share) | $ / shares | $ 1,000 | ||||||
Preferred Stock, Value, Subscriptions | $ 46,000,000 | ||||||
Conversion of Stock, Shares Issued (in shares) | shares | 12,534,060 | ||||||
Preferred Stock, Dividend Rate, Percentage | 10% | ||||||
Merger With FWAC [Member] | |||||||
Business Acquisition, Number of Securities Called by Each Warrant or Right, Benchmark (in shares) | shares | 1.5 | ||||||
Business Combination, Acquisition Related Costs | $ 3,000,000 | 2,100,000 | |||||
Merger With FWAC [Member] | New MIC Common Stock [Member] | Initial PIPE Investor [Member] | |||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 10,000,000 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||
Shares Issued or Issuable, Price Per 1.2 Share (in dollars per share) | $ / shares | $ 10 | ||||||
Merger With FWAC [Member] | Conversion of FWAC Class A Share into New MIC Common Stock [Member] | |||||||
Business Acquisition, Conversion of Stock, Conversion Ratio | 1 | ||||||
Business Acquisition, Conversion of Stock, Share Issued Per Share Converted (in shares) | shares | 1 | ||||||
Merger With FWAC [Member] | Conversion of Common Stock into New MIC Common Stock [Member] | |||||||
Business Acquisition, Conversion of Stock, Conversion Ratio | 1.5 | ||||||
Business Acquisition, Conversion of Stock, Share Issued Per Share Converted (in shares) | shares | 1 | ||||||
Merger With FWAC [Member] | Conversion of Preferred Stock into New MIC Series 1 and Series A Preferred Stock [Member] | |||||||
Business Acquisition, Conversion of Stock, Share Issued Per Share Converted (in shares) | shares | 1 | ||||||
Mit Merger Agreement [Member] | Organizational Offering And Other Costs [Member] | |||||||
Business Combination, Acquisition Related Costs | $ 4,600,000 | ||||||
OP Units [Member] | Acquisition Of Three Parking Garages [Member] | |||||||
Asset Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | shares | 7,495,090 | ||||||
Asset Acquisition Share Price | $ / shares | $ 11.75 | ||||||
Asset Acquisition, Consideration Transferred, Total | $ 84,100,000 | ||||||
Mobile Infra Operating Partnership, L.P [Member] | OP Units [Member] | |||||||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 45.80% | 45.80% | |||||
Bombe Asset Management LLC [Member] | |||||||
Noncontrolling Interest, Ownership Percentage by Parent | 100% | ||||||
OP Units [Member] | Color Up, LLC Loan [Member] | |||||||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 44.20% | 44.20% | |||||
OP Units [Member] | HSCP Strategic III, LP [Member] | |||||||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 10% | 10% | |||||
Retail Site [Member] | |||||||
Area of Real Estate Property (Square Foot) | ft² | 0.2 | 0.2 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details Textual) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 13, 2022 USD ($) | |
Number of Parking Tenants or Operators | 15 | 14 | 15 | 14 | |
Unrecognized Tax Benefits, Ending Balance | $ 0 | $ 0 | |||
Building [Member] | |||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, Life Used for Depreciation (Year) | 39 years | ||||
Building [Member] | Maximum [Member] | |||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, Life Used for Depreciation (Year) | 40 years | ||||
Land Improvements [Member] | |||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, Life Used for Depreciation (Year) | 15 years | ||||
Furniture and Fixtures [Member] | |||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, Life Used for Depreciation (Year) | 5 years | ||||
Tenant Improvements and Leasehold Interests [Member] | Maximum [Member] | |||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, Life Used for Depreciation (Year) | 20 years | ||||
Tenant Improvements and Leasehold Interests [Member] | Minimum [Member] | |||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, Life Used for Depreciation (Year) | 1 year | ||||
SEC Schedule, 12-09, Allowance, Loan and Lease Loss [Member] | |||||
SEC Schedule, 12-09, Valuation Allowances and Reserves, Amount, Ending Balance | $ 100 | $ 100 | |||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Parking Facilities, Operator, SP+Corporation [Member] | |||||
Concentration Risk, Percentage | 61% | 59.40% | 60.50% | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Parking Facilities, Operator, Premier Parking Service, LLC [Member] | |||||
Concentration Risk, Percentage | 12.40% | 13.30% | 12.40% | 12.60% | |
Real Estate Owned [Member] | Geographic Concentration Risk [Member] | Cincinnati [Member] | |||||
Concentration Risk, Percentage | 19.20% | 19.20% | 20.80% | ||
Real Estate Owned [Member] | Geographic Concentration Risk [Member] | Detroit [Member] | |||||
Concentration Risk, Percentage | 12.50% | 12.50% | 13.80% | ||
Real Estate Owned [Member] | Geographic Concentration Risk [Member] | Chicago [Member] | |||||
Concentration Risk, Percentage | 8.70% | 8.70% | 9.50% | ||
Real Estate Owned [Member] | Geographic Concentration Risk [Member] | Houston [Member] | |||||
Concentration Risk, Percentage | 7.80% | 7.80% | 8.50% | ||
Real Estate Owned [Member] | Geographic Concentration Risk [Member] | Parking Facilities, Operator, Premier Parking Service, LLC [Member] | |||||
Concentration Risk, Percentage | 59.20% | 52.20% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Parking Facilities, Operator, SP+Corporation [Member] | |||||
Concentration Risk, Percentage | 57.60% | 59.20% | |||
Revolving Credit Facility [Member] | |||||
Long-Term Debt, Gross | $ 73,700 | $ 73,700 | |||
Debt Instrument, Covenant, Fixed Charge Coverage Ratio | 1.4 | 1.4 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Summary of Error Correction (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Buildings and improvements | $ 272,916 | $ 272,605 | $ 272,916 | $ 272,605 | $ 254,379 | |||||
Fixed assets, net | 200 | 210 | 200 | 210 | 61 | |||||
Cash | 2,029 | 5,758 | 2,029 | 5,758 | 11,805 | |||||
Cash – restricted | 4,144 | 5,216 | 4,144 | 5,216 | 4,891 | |||||
Prepaid expenses | 348 | 953 | 348 | 953 | 676 | |||||
Accounts receivable, net | 1,941 | 1,849 | 1,941 | 1,849 | 4,031 | |||||
Other assets | 218 | 99 | 218 | 99 | 108 | |||||
Notes payable, net | 145,675 | 146,948 | 145,675 | 146,948 | 207,153 | |||||
Long-Term Line of Credit, Total | 73,120 | 72,731 | 73,120 | 72,731 | 0 | |||||
Accounts payable and accrued liabilities | 16,036 | 16,351 | 16,036 | 16,351 | 8,345 | |||||
Security deposit | 166 | 161 | 166 | 161 | 166 | |||||
Deferred revenue | 486 | 376 | 486 | 376 | 155 | |||||
Accumulated deficit | (112,433) | (109,168) | (112,433) | (109,168) | (101,049) | |||||
Non-controlling interest | 98,270 | 99,681 | 98,270 | 99,681 | 107,378 | |||||
Management income | 0 | $ 0 | 0 | $ 313 | 427 | 4,466 | ||||
Property operating expense | 533 | 698 | 1,051 | 1,472 | 2,947 | 1,583 | ||||
Professional fees | 2,690 | 2,645 | ||||||||
Organizational, offering and other costs | 84 | 1,876 | 117 | 2,722 | 5,592 | 0 | ||||
Other income | 15 | 61 | 30 | 76 | 106 | 217 | ||||
Net loss attributable to Mobile Infrastructure Corporation's common stockholders | $ (2,468) | $ (2,740) | $ (4,765) | $ (4,893) | $ (11,119) | $ (14,064) | ||||
Net loss per share attributable to Mobile Infrastructure Corporation's common stockholders — basic and diluted | $ (0.32) | $ (0.35) | $ (0.61) | $ (0.63) | $ (1.43) | $ (1.82) | ||||
Previously Reported [Member] | ||||||||||
Buildings and improvements | $ 271,964 | $ 271,046 | $ 254,482 | $ 271,046 | $ 271,964 | |||||
Fixed assets, net | 207 | 296 | 56 | 296 | 207 | |||||
Cash | 5,862 | 8,623 | 9,418 | 8,623 | 5,862 | |||||
Cash – restricted | 6,721 | 5,357 | 5,043 | 5,357 | 6,721 | |||||
Prepaid expenses | 1,021 | 544 | 462 | 544 | 1,021 | |||||
Accounts receivable, net | 2,578 | 2,494 | 3,312 | 2,494 | 2,578 | |||||
Other assets | 121 | 121 | ||||||||
Notes payable, net | 148,278 | 150,299 | 205,965 | 150,299 | 148,278 | |||||
Long-Term Line of Credit, Total | 72,106 | 72,106 | ||||||||
Accounts payable and accrued liabilities | 21,604 | 18,530 | 15,589 | 18,530 | 21,604 | |||||
Security deposit | 97 | 185 | 166 | 185 | 97 | |||||
Deferred revenue | 372 | 101 | 99 | 101 | 372 | |||||
Accumulated deficit | (106,692) | (104,541) | (102,855) | (104,541) | (106,692) | |||||
Non-controlling interest | 101,609 | 102,986 | 104,906 | 102,986 | 101,609 | |||||
Management income | 427 | 427 | ||||||||
Property taxes | 1,912 | 1,844 | 1,836 | 3,680 | 5,592 | |||||
Property operating expense | 501 | 731 | 837 | 1,568 | 2,069 | |||||
General and administrative | 2,455 | 1,882 | 1,506 | 3,388 | 5,843 | |||||
Professional fees | 532 | 1,562 | ||||||||
Organizational, offering and other costs | 2,168 | 1,567 | 2,525 | 4,693 | ||||||
Depreciation and amortization | 2,137 | 2,021 | 1,967 | 3,988 | 6,125 | |||||
Interest expense | (3,387) | (3,168) | (2,539) | (5,707) | (9,094) | |||||
Other income | 15 | 30 | ||||||||
Net loss | (4,596) | (3,997) | (4,278) | (8,275) | (12,871) | |||||
Net income attributable to non-controlling interest | (2,445) | (2,311) | (2,472) | (4,783) | (7,228) | |||||
Net loss attributable to Mobile Infrastructure Corporation's common stockholders | $ (2,901) | $ (2,436) | $ (2,556) | $ (4,992) | $ (7,893) | |||||
Net loss per share attributable to Mobile Infrastructure Corporation's common stockholders — basic and diluted | $ (0.37) | $ (0.31) | $ (0.33) | $ (0.64) | $ (1.02) | |||||
Previously Reported [Member] | Nonrelated Party [Member] | ||||||||||
Accounts receivable, net | $ 2,494 | $ 2,494 | ||||||||
Previously Reported [Member] | Related Party [Member] | ||||||||||
Accounts receivable, net | 0 | 0 | ||||||||
Previously Reported [Member] | Base Rent Income [Member] | ||||||||||
Rental income | 2,122 | 4,173 | ||||||||
Previously Reported [Member] | Percentage Rent Income [Member] | ||||||||||
Rental income | $ 6,245 | 4,856 | $ 4,329 | 9,185 | $ 15,430 | |||||
Revision of Prior Period, Adjustment [Member] | ||||||||||
Buildings and improvements | (156) | (156) | (156) | (156) | (156) | |||||
Fixed assets, net | 0 | (81) | (43) | (81) | 0 | |||||
Cash | 0 | (441) | (548) | (441) | 0 | |||||
Cash – restricted | 0 | 226 | 333 | 226 | 0 | |||||
Prepaid expenses | (13) | (138) | 194 | (138) | (13) | |||||
Accounts receivable, net | (85) | (291) | (197) | (291) | (85) | |||||
Other assets | (127) | (127) | ||||||||
Notes payable, net | 0 | (37) | 0 | (37) | 0 | |||||
Long-Term Line of Credit, Total | 290 | 290 | ||||||||
Accounts payable and accrued liabilities | (119) | (856) | (954) | (856) | (119) | |||||
Security deposit | 61 | (46) | (46) | (46) | 61 | |||||
Deferred revenue | 0 | (35) | (35) | (35) | 0 | |||||
Accumulated deficit | (40) | (305) | 370 | (305) | (40) | |||||
Non-controlling interest | (56) | (352) | 850 | (352) | (56) | |||||
Management income | (427) | (114) | ||||||||
Property taxes | (106) | (105) | (205) | (105) | (106) | |||||
Property operating expense | (17) | (33) | 16 | (96) | (97) | |||||
General and administrative | 44 | (44) | 9 | (44) | (9) | |||||
Professional fees | (38) | (387) | ||||||||
Organizational, offering and other costs | (197) | 309 | 197 | 0 | ||||||
Depreciation and amortization | (43) | 43 | 43 | 43 | (43) | |||||
Interest expense | (288) | (198) | 83 | (250) | (383) | |||||
Other income | 46 | 46 | ||||||||
Net loss | (96) | (656) | 1,220 | 225 | (89) | |||||
Net income attributable to non-controlling interest | (56) | (352) | 850 | 126 | (52) | |||||
Net loss attributable to Mobile Infrastructure Corporation's common stockholders | $ (40) | $ (304) | $ 370 | $ 99 | $ (37) | |||||
Net loss per share attributable to Mobile Infrastructure Corporation's common stockholders — basic and diluted | $ (0.01) | $ (0.04) | $ 0.05 | $ 0.01 | $ 0.01 | |||||
Revision of Prior Period, Adjustment [Member] | Nonrelated Party [Member] | ||||||||||
Accounts receivable, net | $ (291) | $ (291) | ||||||||
Revision of Prior Period, Adjustment [Member] | Related Party [Member] | ||||||||||
Accounts receivable, net | 156 | 156 | ||||||||
Revision of Prior Period, Adjustment [Member] | Base Rent Income [Member] | ||||||||||
Rental income | (120) | (120) | ||||||||
Revision of Prior Period, Adjustment [Member] | Percentage Rent Income [Member] | ||||||||||
Rental income | $ (187) | 175 | $ 127 | 271 | $ (187) | |||||
Adjusted [Member] | ||||||||||
Buildings and improvements | 271,808 | 270,890 | 254,326 | 270,890 | 271,808 | |||||
Fixed assets, net | 207 | 215 | 13 | 215 | 207 | |||||
Cash | 5,862 | 8,182 | 8,870 | 8,182 | 5,862 | |||||
Cash – restricted | 6,721 | 5,583 | 5,376 | 5,583 | 6,721 | |||||
Prepaid expenses | 1,008 | 406 | 656 | 406 | 1,008 | |||||
Accounts receivable, net | 2,493 | 2,203 | 3,115 | 2,203 | 2,493 | |||||
Other assets | 6 | 6 | ||||||||
Notes payable, net | 148,278 | 150,262 | 205,965 | 150,262 | 148,278 | |||||
Long-Term Line of Credit, Total | 72,396 | 72,396 | ||||||||
Accounts payable and accrued liabilities | 21,485 | 17,674 | 14,635 | 17,674 | 21,485 | |||||
Security deposit | 158 | 139 | 120 | 139 | 158 | |||||
Deferred revenue | 372 | 66 | 64 | 66 | 372 | |||||
Accumulated deficit | (106,732) | (104,846) | (102,485) | (104,846) | (106,732) | |||||
Non-controlling interest | 101,553 | 102,634 | 105,756 | 102,634 | 101,553 | |||||
Management income | 0 | 313 | ||||||||
Property taxes | 1,709 | 1,806 | 1,739 | 1,631 | 3,575 | 5,486 | ||||
Property operating expense | 912 | 484 | 698 | 853 | 1,472 | 1,972 | ||||
General and administrative | 2,683 | 2,499 | 1,838 | 1,515 | 3,344 | 5,834 | ||||
Professional fees | 494 | 1,175 | ||||||||
Organizational, offering and other costs | 1,745 | 1,971 | 1,876 | 2,722 | 4,693 | |||||
Depreciation and amortization | 2,080 | 2,094 | 2,064 | 2,010 | 4,031 | 6,082 | ||||
Interest expense | (3,415) | (3,675) | (3,366) | (2,457) | (5,957) | (9,477) | ||||
Other income | 61 | 76 | ||||||||
Net loss | (5,923) | (4,692) | (4,653) | (3,058) | (8,050) | (12,960) | ||||
Net income attributable to non-controlling interest | (3,422) | (2,501) | (2,663) | (1,622) | (4,657) | (7,280) | ||||
Net loss attributable to Mobile Infrastructure Corporation's common stockholders | $ (3,251) | $ (2,941) | $ (2,740) | $ (2,186) | $ (4,893) | $ (7,930) | ||||
Net loss per share attributable to Mobile Infrastructure Corporation's common stockholders — basic and diluted | $ (0.42) | $ (0.38) | $ (0.35) | $ (0.28) | $ (0.63) | $ (1.01) | ||||
Adjusted [Member] | Nonrelated Party [Member] | ||||||||||
Accounts receivable, net | $ 2,203 | $ 2,203 | ||||||||
Adjusted [Member] | Related Party [Member] | ||||||||||
Accounts receivable, net | 156 | 156 | ||||||||
Adjusted [Member] | Base Rent Income [Member] | ||||||||||
Rental income | 2,002 | 4,053 | ||||||||
Adjusted [Member] | Percentage Rent Income [Member] | ||||||||||
Rental income | $ 4,785 | $ 6,058 | $ 5,031 | $ 4,456 | $ 9,456 | $ 15,243 |
Acquisitions and Dispositions_3
Acquisitions and Dispositions of Investments in Real Estate (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Feb. 28, 2023 | Feb. 01, 2023 | Sep. 01, 2022 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Proceeds from sale of investment in real estate | $ 1,475 | $ 0 | $ 650 | $ 0 | ||||||
Gain on sale of real estate | $ 0 | $ 0 | $ 660 | $ 0 | $ (52) | $ 0 | ||||
Leases, Acquired-in-Place [Member] | One W7 Carpark [Member] | ||||||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 5 years | |||||||||
Parking Lot in Wildwood, NJ [Member] | ||||||||||
Proceeds from sale of investment in real estate | $ 1,500 | |||||||||
Gain on sale of real estate | 700 | |||||||||
Proceeds from Sale of Other Real Estate Held-for-investment, Net | $ 300 | |||||||||
Parking Lot in Wildwood, NJ [Member] | Forecast [Member] | ||||||||||
Gain on sale of real estate | $ 700 | |||||||||
Parking Lot in Wildwood, NJ [Member] | Subsequent Event [Member] | ||||||||||
Proceeds from sale of investment in real estate | $ 1,500 | |||||||||
Two22 Sheridan Bricktown Garage [Member] | ||||||||||
Proceeds from sale of investment in real estate | $ 17,500 | |||||||||
Parking Lot in Canton, Ohio [Member] | ||||||||||
Proceeds from sale of investment in real estate | $ 700 | |||||||||
Gain on sale of real estate | 100 | |||||||||
Proceeds from Sale of Other Real Estate Held-for-investment, Net | $ 100 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Amortization of Intangible Assets | $ 0.2 | $ 0.2 | $ 0.4 | $ 0.4 | $ 0.8 | $ 0.3 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-lived intangible assets, accumulated amortization | $ 2,686 | $ 2,288 | $ 1,526 |
Total intangible assets | 10,131 | 10,106 | 9,756 |
Contract [Member] | |||
Finite-lived intangible assets, accumulated amortization | 0 | 0 | |
Indefinite lived contract | 3,160 | 3,160 | 3,160 |
Leases, Acquired-in-Place [Member] | |||
Finite-lived intangible assets | 2,564 | 2,564 | 2,398 |
Finite-lived intangible assets, accumulated amortization | 1,783 | 1,621 | 1,311 |
Lease Commissions [Member] | |||
Finite-lived intangible assets | 165 | 165 | 152 |
Finite-lived intangible assets, accumulated amortization | 119 | 106 | 82 |
Technology-Based Intangible Assets [Member] | |||
Finite-lived intangible assets | 4,242 | 4,217 | 4,046 |
Finite-lived intangible assets, accumulated amortization | $ 784 | $ 561 | $ 133 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Future Amortization and Accretion of Acquired Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Leases, Acquired-in-Place [Member] | ||
2023 (Remainder) | $ 161 | |
2023/2024 | 303 | $ 320 |
2024/2025 | 189 | 303 |
2025/2026 | 102 | 189 |
2026/2027 | 26 | 102 |
Thereafter | 0 | |
Finite-Lived Intangible Assets, Net | 781 | 943 |
2027 | 29 | |
Thereafter | 0 | |
Lease Commissions [Member] | ||
2023 (Remainder) | 12 | |
2023/2024 | 20 | 24 |
2024/2025 | 9 | 21 |
2025/2026 | 4 | 9 |
2026/2027 | 1 | 4 |
Thereafter | 0 | |
Finite-Lived Intangible Assets, Net | 46 | 59 |
2027 | 1 | |
Thereafter | 0 | |
Technology-Based Intangible Assets [Member] | ||
2023 (Remainder) | 231 | |
2023/2024 | 448 | 448 |
2024/2025 | 448 | 443 |
2025/2026 | 448 | 443 |
2026/2027 | 421 | 443 |
Thereafter | 1,462 | |
Finite-Lived Intangible Assets, Net | $ 3,458 | 3,656 |
2027 | 415 | |
Thereafter | $ 1,464 |
Notes Payable (Details Textual)
Notes Payable (Details Textual) - USD ($) | 1 Months Ended | 6 Months Ended | |||||||||
Aug. 31, 2022 | Apr. 30, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Jul. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | May 06, 2017 | May 01, 2017 | Jan. 05, 2017 | |
Notes Payable, Total | $ 145,675,000 | $ 146,948,000 | $ 207,153,000 | ||||||||
Restricted Cash and Cash Equivalents | $ 4,144,000 | 5,216,000 | $ 5,583,000 | 4,891,000 | $ 3,660,000 | ||||||
Long term debt period for which interest is payable | 2 years | ||||||||||
Long term debt period for which interest is payable one | 10 years | ||||||||||
Promissory Note to KeyBank [Member] | |||||||||||
Debt Instrument, Face Amount | $ 12,700,000 | $ 12,700,000 | |||||||||
Promissory Note to Cantor Commercial Real Estate Lending, LP [Member] | |||||||||||
Debt Instrument, Face Amount | $ 16,250,000 | ||||||||||
Mortgage Debt Related to MVP Wildwood NJ Lot [Member] | Liabilities Held for Sale [Member] | |||||||||||
Long-Term Debt, Gross | 1,000,000 | ||||||||||
SBA PPP Loan [Member] | |||||||||||
Debt Instrument, Decrease, Forgiveness | $ 328,000 | ||||||||||
VRMI and VRMII [Member] | |||||||||||
Notes Payable, Total | 11,500,000 | ||||||||||
VRMI and VRMII [Member] | Notes Payable [Member] | |||||||||||
Long-Term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 7.50% | 7% | |||||||||
Long term Debt, Maturity Date Extension Fee | $ 600,000 | ||||||||||
Loan Covenant Not Being Met [Member] | |||||||||||
Loans and Leases Receivable, Net Amount | $ 38,700,000 | 55,600,000 | 96,000,000 | ||||||||
Restricted Cash and Cash Equivalents | $ 300,000 | 700,000 | $ 1,000,000 | ||||||||
Borrowers That Had Consecutive Debt Service Coverage Ratios In Excess Of Required Amounts [Member] | |||||||||||
Restricted Cash and Cash Equivalents | $ 1,000,000 |
Notes Payable - Principal Balan
Notes Payable - Principal Balances on Notes Payable (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2022 | |||
Long-Term Debt | $ 146,288 | $ 147,922 | ||
Notes Payable [Member] | ||||
Less unamortized loan issuance costs | (613) | (974) | [1] | |
Long-Term Debt | [1] | 146,948 | ||
Notes Payable and Paycheck Protection Program Loan [Member] | ||||
Long-Term Debt | 145,675 | |||
MVP Clarksburg Lot [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | 476 | 476 | [1] | |
Long-Term Debt, Gross | $ 379 | $ 379 | [1] | |
Debt Instrument, Term | [1] | 1 year | ||
Debt Instrument, Interest Rate, Stated Percentage | 7.50% | 7.50% | [1] | |
Loan Maturity | Aug. 25, 2023 | Aug. 25, 2023 | ||
MVP Milwaukee Old World [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | $ 771 | $ 771 | [1] | |
Long-Term Debt, Gross | $ 1,871 | $ 1,871 | [1] | |
Debt Instrument, Term | [1] | 1 year | ||
Debt Instrument, Interest Rate, Stated Percentage | 7.50% | 7.50% | [1] | |
Loan Maturity | Aug. 25, 2023 | Aug. 25, 2023 | ||
MVP Milwaukee Clybourn [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | $ 191 | $ 191 | [1] | |
Long-Term Debt, Gross | $ 191 | $ 191 | [1] | |
Debt Instrument, Term | [1] | 1 year | ||
Debt Instrument, Interest Rate, Stated Percentage | 7.50% | 7.50% | [1] | |
Loan Maturity | Aug. 25, 2023 | Aug. 25, 2023 | ||
MVP Cincinnati Race Street LLC [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | $ 2,550 | $ 2,550 | [1] | |
Long-Term Debt, Gross | $ 3,450 | $ 3,450 | [1] | |
Debt Instrument, Term | [1] | 1 year | ||
Debt Instrument, Interest Rate, Stated Percentage | 7.50% | 7.50% | [1] | |
Loan Maturity | Aug. 25, 2023 | Aug. 25, 2023 | ||
Minneapolis Venture [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | $ 2,000 | $ 2,000 | [1] | |
Long-Term Debt, Gross | $ 4,000 | $ 4,000 | [1] | |
Debt Instrument, Term | [1] | 1 year | ||
Debt Instrument, Interest Rate, Stated Percentage | 7.50% | 7.50% | [1] | |
Loan Maturity | Aug. 25, 2023 | Aug. 25, 2023 | ||
MVP Memphis Poplar [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | [2] | $ 1,800 | $ 1,800 | [1] |
Long-Term Debt, Gross | [2] | $ 1,800 | $ 1,800 | [1] |
Debt Instrument, Term | [1],[2] | 5 years | ||
Debt Instrument, Interest Rate, Stated Percentage | [2] | 5.38% | 5.38% | [1] |
Loan Maturity | [2] | Mar. 06, 2024 | Mar. 06, 2024 | [1] |
MVP St Louis [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | [2] | $ 3,700 | $ 3,700 | [1] |
Long-Term Debt, Gross | [2] | $ 3,700 | $ 3,700 | [1] |
Debt Instrument, Term | [1],[2] | 5 years | ||
Debt Instrument, Interest Rate, Stated Percentage | [2] | 5.38% | 5.38% | [1] |
Loan Maturity | [2] | Mar. 06, 2024 | Mar. 06, 2024 | [1] |
Mabley Place Garage LLC [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | $ 9,000 | $ 9,000 | [1] | |
Long-Term Debt, Gross | $ 7,532 | $ 7,635 | [1] | |
Debt Instrument, Term | [1] | 10 years | ||
Debt Instrument, Interest Rate, Stated Percentage | 4.25% | 4.25% | [1] | |
Debt Instrument, Periodic Payment | $ 44 | $ 44 | [1] | |
Loan Maturity | Dec. 06, 2024 | Dec. 06, 2024 | ||
The 322 Streeter Holdco LLC [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | $ 25,900 | $ 25,900 | [1] | |
Long-Term Debt, Gross | $ 25,015 | $ 25,352 | [1] | |
Debt Instrument, Term | [1] | 5 years | ||
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | 3.50% | [1] | |
Debt Instrument, Periodic Payment | $ 130 | $ 130 | [1] | |
Loan Maturity | Mar. 01, 2025 | Mar. 01, 2025 | ||
MVP Houston Saks Garage LLC [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | $ 3,650 | |||
Long-Term Debt, Gross | $ 2,907 | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.25% | |||
Debt Instrument, Periodic Payment | $ 20 | |||
Loan Maturity | Aug. 06, 2025 | |||
Minneapolis City Parking LLC [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | $ 5,250 | |||
Long-Term Debt, Gross | $ 4,302 | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.50% | |||
Debt Instrument, Periodic Payment | $ 29 | |||
Loan Maturity | May 01, 2026 | |||
MVP Bridgeport Fairfield Garage LLC [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | $ 4,400 | |||
Long-Term Debt, Gross | $ 3,598 | |||
Debt Instrument, Interest Rate, Stated Percentage | 4% | |||
Debt Instrument, Periodic Payment | $ 23 | |||
Loan Maturity | Aug. 01, 2026 | |||
West 9th Properties II LLC [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | $ 5,300 | $ 5,300 | [1] | |
Long-Term Debt, Gross | $ 4,421 | $ 4,497 | [1] | |
Debt Instrument, Term | [1] | 10 years | ||
Debt Instrument, Interest Rate, Stated Percentage | 4.50% | 4.50% | [1] | |
Debt Instrument, Periodic Payment | $ 30 | $ 30 | [1] | |
Loan Maturity | Nov. 01, 2026 | Nov. 01, 2026 | ||
MVP Fort Worth Taylor LLC [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | $ 13,150 | |||
Long-Term Debt, Gross | $ 11,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.50% | |||
Debt Instrument, Periodic Payment | $ 73 | |||
Loan Maturity | Dec. 01, 2026 | |||
MVP Detroit Center Garage LLC [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | $ 31,500 | |||
Long-Term Debt, Gross | $ 27,160 | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.52% | |||
Debt Instrument, Periodic Payment | $ 194 | |||
Loan Maturity | Feb. 01, 2027 | |||
MVP St Louis Washington LLC [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | [3] | $ 1,380 | $ 1,380 | [1] |
Long-Term Debt, Gross | [3] | $ 1,258 | $ 1,274 | [1] |
Debt Instrument, Term | [1],[3],[4] | 10 years | ||
Debt Instrument, Interest Rate, Stated Percentage | [3] | 4.90% | 4.90% | [1] |
Debt Instrument, Periodic Payment | [3] | $ 8 | $ 24 | [1] |
Loan Maturity | [3] | May 01, 2027 | May 01, 2027 | [1] |
St Paul Holiday Garage LLC [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | [3] | $ 4,132 | ||
Long-Term Debt, Gross | [3] | $ 3,764 | ||
Debt Instrument, Interest Rate, Stated Percentage | [3] | 4.90% | ||
Debt Instrument, Periodic Payment | [3] | $ 24 | ||
Loan Maturity | [3] | May 01, 2027 | ||
Cleveland Lincoln Garage LLC [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | [3] | $ 3,999 | ||
Long-Term Debt, Gross | [3] | $ 3,643 | ||
Debt Instrument, Interest Rate, Stated Percentage | [3] | 4.90% | ||
Debt Instrument, Periodic Payment | [3] | $ 23 | ||
Loan Maturity | [3] | May 01, 2027 | ||
MVP Denver Sherman LLC [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | [3] | $ 286 | ||
Long-Term Debt, Gross | [3] | $ 260 | ||
Debt Instrument, Interest Rate, Stated Percentage | [3] | 4.90% | ||
Debt Instrument, Periodic Payment | [3] | $ 2 | ||
Loan Maturity | [3] | May 01, 2027 | ||
MVP Milwaukee Arena Lot LLC [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | [3] | $ 2,142 | $ 2,142 | [1] |
Long-Term Debt, Gross | [3] | $ 1,951 | $ 1,977 | [1] |
Debt Instrument, Term | [1],[3],[4] | 10 years | ||
Debt Instrument, Interest Rate, Stated Percentage | [3] | 4.90% | 4.90% | [1] |
Debt Instrument, Periodic Payment | [3] | $ 12 | $ 12 | [1] |
Loan Maturity | [3] | May 01, 2027 | May 01, 2027 | [1] |
MVP Denver 1935 Sherman LLC [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | [3] | $ 762 | ||
Long-Term Debt, Gross | [3] | $ 694 | ||
Debt Instrument, Interest Rate, Stated Percentage | [3] | 4.90% | ||
Debt Instrument, Periodic Payment | [3] | $ 4 | ||
Loan Maturity | [3] | May 01, 2027 | ||
MVP Louisville Broadway Station LLC [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | [5] | $ 1,682 | $ 1,682 | [1] |
Long-Term Debt, Gross | [5] | $ 1,682 | $ 1,682 | [1] |
Debt Instrument, Term | [1],[5],[6] | 10 years | ||
Debt Instrument, Interest Rate, Stated Percentage | [5] | 5.03% | 5.03% | [1] |
Loan Maturity | [5] | May 06, 2027 | May 06, 2027 | [1] |
MVP Whitefront Garage LLC [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | [5] | $ 6,454 | $ 6,454 | [1] |
Long-Term Debt, Gross | [5] | $ 6,454 | $ 6,454 | [1] |
Debt Instrument, Term | [1],[5],[6] | 10 years | ||
Debt Instrument, Interest Rate, Stated Percentage | [5] | 5.03% | 5.03% | [1] |
Loan Maturity | [5] | May 06, 2027 | May 06, 2027 | [1] |
MVP Houston Preston Lot LLC [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | [5] | $ 1,627 | $ 1,627 | [1] |
Long-Term Debt, Gross | [5] | $ 1,627 | $ 1,627 | [1] |
Debt Instrument, Term | [1],[5],[6] | 10 years | ||
Debt Instrument, Interest Rate, Stated Percentage | [5] | 5.03% | 5.03% | [1] |
Loan Maturity | [5] | May 06, 2027 | May 06, 2027 | [1] |
MVP Houston San Jacinto Lot LLC [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | [5] | $ 1,820 | $ 1,820 | [1] |
Long-Term Debt, Gross | [5] | $ 1,820 | $ 1,820 | [1] |
Debt Instrument, Term | [1],[5],[6] | 10 years | ||
Debt Instrument, Interest Rate, Stated Percentage | [5] | 5.03% | 5.03% | [1] |
Loan Maturity | [5] | May 06, 2027 | May 06, 2027 | [1] |
St Louis Broadway LLC [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | [5] | $ 1,671 | ||
Long-Term Debt, Gross | [5] | $ 1,671 | ||
Debt Instrument, Interest Rate, Stated Percentage | [5] | 5.03% | ||
Loan Maturity | [5] | May 06, 2027 | ||
St Louis Seventh Cerre LLC [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | [5] | $ 2,057 | ||
Long-Term Debt, Gross | [5] | $ 2,057 | ||
Debt Instrument, Interest Rate, Stated Percentage | [5] | 5.03% | ||
Loan Maturity | [5] | May 06, 2027 | ||
MVP Indianapolis Meridian Lot LLC [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | [5] | $ 938 | ||
Long-Term Debt, Gross | [5] | $ 938 | ||
Debt Instrument, Interest Rate, Stated Percentage | [5] | 5.03% | ||
Loan Maturity | [5] | May 06, 2027 | ||
St Louis Cardinal Lot DST LLC [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | $ 6,000 | $ 6,000 | [1] | |
Long-Term Debt, Gross | $ 6,000 | $ 6,000 | [1] | |
Debt Instrument, Term | [1] | 10 years | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.25% | 5.25% | [1] | |
Loan Maturity | May 31, 2027 | May 31, 2027 | ||
MVP Preferred Parking LLC [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | $ 11,330 | |||
Long-Term Debt, Gross | $ 11,143 | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.02% | |||
Debt Instrument, Periodic Payment | $ 66 | |||
Loan Maturity | Aug. 01, 2027 | |||
M V P Houston Saks Garage [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | [1] | $ 3,650 | ||
Long-Term Debt, Gross | [1] | $ 2,963 | ||
Debt Instrument, Term | [1] | 10 years | ||
Debt Instrument, Interest Rate, Stated Percentage | [1] | 4.25% | ||
Debt Instrument, Periodic Payment | [1] | $ 20 | ||
Loan Maturity | Aug. 06, 2025 | |||
Minneapolis City Parking [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | [1] | $ 5,250 | ||
Long-Term Debt, Gross | [1] | $ 4,379 | ||
Debt Instrument, Term | [1] | 10 years | ||
Debt Instrument, Interest Rate, Stated Percentage | [1] | 4.50% | ||
Debt Instrument, Periodic Payment | [1] | $ 29 | ||
Loan Maturity | May 01, 2026 | |||
M V P Bridgeport Fairfield Garage [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | [1] | $ 4,400 | ||
Long-Term Debt, Gross | [1] | $ 3,664 | ||
Debt Instrument, Term | [1] | 10 years | ||
Debt Instrument, Interest Rate, Stated Percentage | [1] | 4% | ||
Debt Instrument, Periodic Payment | [1] | $ 23 | ||
Loan Maturity | Aug. 01, 2026 | |||
M V P Fort Worth Taylor [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | [1] | $ 13,150 | ||
Long-Term Debt, Gross | [1] | $ 11,189 | ||
Debt Instrument, Term | [1] | 10 years | ||
Debt Instrument, Interest Rate, Stated Percentage | [1] | 4.50% | ||
Debt Instrument, Periodic Payment | [1] | $ 73 | ||
Loan Maturity | Dec. 01, 2026 | |||
M V P Detroit Center Garage [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | [1] | $ 31,500 | ||
Long-Term Debt, Gross | [1] | $ 27,625 | ||
Debt Instrument, Term | [1] | 10 years | ||
Debt Instrument, Interest Rate, Stated Percentage | [1] | 5.52% | ||
Debt Instrument, Periodic Payment | [1] | $ 194 | ||
Loan Maturity | Feb. 01, 2027 | |||
M V P Denver Sherman [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | [1],[3] | $ 286 | ||
Long-Term Debt, Gross | [1],[3] | $ 264 | ||
Debt Instrument, Term | [1],[3],[4] | 10 years | ||
Debt Instrument, Interest Rate, Stated Percentage | [1],[3] | 4.90% | ||
Debt Instrument, Periodic Payment | [1],[3] | $ 2 | ||
Loan Maturity | [1],[3] | May 01, 2027 | ||
M V P Denver1935 Sherman [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | [1],[3] | $ 762 | ||
Long-Term Debt, Gross | [1],[3] | $ 703 | ||
Debt Instrument, Term | [1],[3],[4] | 10 years | ||
Debt Instrument, Interest Rate, Stated Percentage | [1],[3] | 4.90% | ||
Debt Instrument, Periodic Payment | [1],[3] | $ 4 | ||
Loan Maturity | [1],[3] | May 01, 2027 | ||
St Paul Holiday Garage [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | [1],[3] | $ 4,132 | ||
Long-Term Debt, Gross | [1],[3] | $ 3,814 | ||
Debt Instrument, Term | [1],[3],[4] | 10 years | ||
Debt Instrument, Interest Rate, Stated Percentage | [1],[3] | 4.90% | ||
Debt Instrument, Periodic Payment | [1],[3] | $ 8 | ||
Loan Maturity | [1],[3] | May 01, 2027 | ||
Cleveland Lincoln Garage [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | [1],[3] | $ 3,999 | ||
Long-Term Debt, Gross | [1],[3] | $ 3,691 | ||
Debt Instrument, Term | [1],[3],[4] | 10 years | ||
Debt Instrument, Interest Rate, Stated Percentage | [1],[3] | 4.90% | ||
Debt Instrument, Periodic Payment | [1],[3] | $ 23 | ||
Loan Maturity | [1],[3] | May 01, 2027 | ||
M V P Indianapolis Meridian Lot [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | [1],[5] | $ 938 | ||
Long-Term Debt, Gross | [1],[5] | $ 938 | ||
Debt Instrument, Term | [1],[5],[6] | 10 years | ||
Debt Instrument, Interest Rate, Stated Percentage | [1],[5] | 5.03% | ||
Loan Maturity | [1],[5] | May 06, 2027 | ||
St Louis Broadway [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | [1],[5] | $ 1,671 | ||
Long-Term Debt, Gross | [1],[5] | $ 1,671 | ||
Debt Instrument, Term | [1],[5],[6] | 10 years | ||
Debt Instrument, Interest Rate, Stated Percentage | [1],[5] | 5.03% | ||
Loan Maturity | [1],[5] | May 06, 2027 | ||
St Louis Seventh Cerre [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | [1],[5] | $ 2,057 | ||
Long-Term Debt, Gross | [1],[5] | $ 2,057 | ||
Debt Instrument, Term | [1],[5],[6] | 10 years | ||
Debt Instrument, Interest Rate, Stated Percentage | [1],[5] | 5.03% | ||
Loan Maturity | [1],[5] | May 06, 2027 | ||
M V P Preferred Parking [Member] | Notes Payable [Member] | ||||
Debt Instrument, Face Amount | [1] | $ 11,330 | ||
Long-Term Debt, Gross | [1] | $ 11,257 | ||
Debt Instrument, Term | [1],[5],[6] | 10 years | ||
Debt Instrument, Interest Rate, Stated Percentage | [1] | 5.02% | ||
Debt Instrument, Periodic Payment | [1] | $ 66 | ||
Loan Maturity | Aug. 01, 2027 | |||
[1]The table above excludes mortgage debt related to the MVP Wildwood NJ Lot, LLC. This property was classified as held for sale as of December 31, 2022. As such, the $1.0 million outstanding principal and related unamortized loan issuance costs are reported as liabilities held for sale on the Consolidated Balance Sheets.[2]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.[3]The Company issued a promissory note to KeyBank for $12.7 million secured by the pool of properties.[4]2 Year Interest Only[5]The Company issued a promissory note to Cantor Commercial Real Estate Lending, L.P. (“CCRE”) for $16.25 million secured by the pool of properties.[6]10 Year Interest Only |
Notes Payable - Future Principa
Notes Payable - Future Principal Payments (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
2023 (remainder) | $ 11,414 | |
2023/2024 | 16,012 | $ 13,048 |
2024/2025 | 29,091 | 16,012 |
2025/2026 | 22,708 | 29,091 |
2026/2027 | 67,063 | 22,708 |
2027 | 67,063 | |
Thereafter | 0 | |
Thereafter | 0 | |
Total | $ 146,288 | $ 147,922 |
Revolving Credit Facility (Deta
Revolving Credit Facility (Details Textual) - USD ($) | Jun. 06, 2022 | Apr. 15, 2022 | Mar. 29, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Nov. 01, 2022 | Dec. 31, 2021 |
Revolving credit facility, net | $ 73,120,000 | $ 72,731,000 | $ 0 | ||||
Two22 Sheridan Bricktown Garage [Member] | |||||||
Payments to Acquire Productive Assets, Total | $ 17,600,000 | ||||||
Credit Agreement [Member] | KeyBanc Capital Markets [Member] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 75,000,000 | 75 | |||||
Line of Credit Facility, Additional Maximum Borrowing Capacity | $ 75,000,000 | ||||||
Debt Instrument, Covenant, Maximum Leverage Ratio | 65% | ||||||
Revolving credit facility, net | $ 73,700,000 | ||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | $ 1,000,000 | $ 600,000 | |||||
Line of Credit Facility, Maturity Date Extension Fee | $ 375,000,000 | ||||||
Credit Agreement [Member] | KeyBanc Capital Markets [Member] | Base Rate [Member] | Minimum [Member] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||||
Credit Agreement [Member] | KeyBanc Capital Markets [Member] | Base Rate [Member] | Maximum [Member] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 3% | ||||||
Credit Agreement [Member] | KeyBanc Capital Markets [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Minimum [Member] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||||||
Credit Agreement [Member] | KeyBanc Capital Markets [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Maximum [Member] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 2% | ||||||
Loan With LoanCore Capital [Member] | |||||||
Repayments of Debt | $ 37,900,000 | ||||||
Loans With Associated Bank [Member] | |||||||
Repayments of Debt | $ 18,200,000 |
Equity (Details Textual)
Equity (Details Textual) | 6 Months Ended | 10 Months Ended | 12 Months Ended | 31 Months Ended | 39 Months Ended | ||||||||||||
Nov. 05, 2021 USD ($) $ / shares shares | Nov. 02, 2021 USD ($) $ / shares shares | Mar. 29, 2019 USD ($) $ / shares shares | Mar. 31, 2018 | Mar. 24, 2017 $ / shares | Jun. 30, 2023 USD ($) vote Vote $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) vote Vote $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) vote Vote $ / shares shares | Jun. 30, 2023 USD ($) vote Vote $ / shares shares | Dec. 13, 2022 shares | Jun. 30, 2022 USD ($) | Aug. 25, 2021 USD ($) $ / shares shares | Mar. 24, 2020 USD ($) | Apr. 07, 2019 shares | Nov. 01, 2016 USD ($) $ / shares | |
Dividends declared not yet paid | $ | $ 1,500,000 | $ 3,000,000 | $ 3,000,000 | $ 3,000,000 | $ 3,000,000 | $ 1,500,000 | $ 1,500,000 | ||||||||||
Warrant outstanding (in shares) | 1,702,128 | 1,702,128 | 1,702,128 | 1,702,128 | 1,702,128 | 1,702,128 | |||||||||||
Common shares, shares issued (in shares) | 7,762,375 | 7,762,375 | 7,762,375 | 7,762,375 | 7,762,375 | 7,762,375 | |||||||||||
Proceeds from Issuance of Common Stock | $ | $ 0 | $ 263,000 | |||||||||||||||
Common shares, shares authorized (in shares) | 98,999,000 | 98,999,000 | 98,999,000 | 98,999,000 | 98,999,000 | 98,999,000 | |||||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Common shares, shares outstanding (in shares) | 7,762,375 | 7,762,375 | 7,762,375 | 7,762,375 | 7,762,375 | 7,762,375 | |||||||||||
Tender Offer [Member] | |||||||||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ / shares | $ 11.75 | ||||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 878,082 | ||||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 10,300,000 | ||||||||||||||||
Subscription Agreement [Member] | |||||||||||||||||
Common shares, shares issued (in shares) | 22,424 | ||||||||||||||||
Fifth Wall Acquisition Corp Three [Member] | |||||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Preferred Stock, Shares Authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ / shares | $ 10 | $ 10 | $ 10 | $ 10 | |||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 907,000 | 907,000 | |||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 275,000,000 | $ 0 | |||||||||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Shares subject to possible redemption, outstanding (in shares) | 27,500,000 | 27,500,000 | |||||||||||||||
Number of votes per share | Vote | 1 | 1 | 1 | 1 | |||||||||||||
Conversion ratio | 1 | 1 | |||||||||||||||
Common stock shares percentage issuable on shares outstanding conversion from one class to another | 20% | 20% | |||||||||||||||
Preferred Stock, Shares Issued | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||
Purchase Agreement With Company, Operating Partnership, and HSCP Strategic III, L.P. [Member] | |||||||||||||||||
Limited Partnership Purchase Agreement, Consideration Transferred | $ | $ 20,000,000 | ||||||||||||||||
Series 1 Warrants Issued Per $1,000 of Shares Subscribed [Member] | |||||||||||||||||
Preferred Stock, Distributions Declared, Value | $ | $ 15,700,000 | ||||||||||||||||
Warrant outstanding (in shares) | 35 | ||||||||||||||||
Color Up to Purchase Common Stock Warrants [Member] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 1,702,128 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 11.75 | ||||||||||||||||
Class of Warrant or Right, Maximum Aggregate Cash Purchase Price Allowed | $ | $ 20,000,000 | ||||||||||||||||
Maximum [Member] | Tender Offer [Member] | |||||||||||||||||
Common shares, shares issued (in shares) | 900,506 | ||||||||||||||||
Series A Convertible Redeemable Preferred Stock [Member] | |||||||||||||||||
Stock Offering, Shares, Value | $ | $ 50,000,000 | ||||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 1,000 | $ 0.0001 | |||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 7.50% | 5.75% | |||||||||||||||
Preferred Stock, Stated Value (in dollars per share) | $ / shares | $ 1,000 | ||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Preferred Stock, Distributions Declared, Value | $ | 1,300,000 | ||||||||||||||||
Dividends, Preferred Stock, Total | $ | $ 600,000 | $ 600,000 | |||||||||||||||
Dividends declared not yet paid | $ | $ 700,000 | $ 400,000 | $ 600,000 | $ 400,000 | $ 600,000 | $ 700,000 | |||||||||||
Preferred Stock, Shares Authorized (in shares) | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | |||||||||||
Preferred Stock, Shares Issued | 2,862 | 2,862 | 2,862 | 2,862 | 2,862 | 2,862 | |||||||||||
Preferred Stock, Shares Outstanding | 2,862 | 2,862 | 2,862 | 2,862 | 2,862 | 2,862 | |||||||||||
Series A Preferred Stock [Member] | Previously Reported [Member] | |||||||||||||||||
Preferred Stock, Distributions Declared, Value | $ | 1,200,000 | ||||||||||||||||
Series 1 Convertible Redeemable Preferred Stock [Member] | |||||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||||||||
Preferred Stock, Distributions Declared, Value | $ | $ 14,300,000 | ||||||||||||||||
Dividends, Preferred Stock, Total | $ | $ 6,400,000 | $ 6,400,000 | |||||||||||||||
Dividends declared not yet paid | $ | $ 9,300,000 | $ 5,100,000 | $ 7,900,000 | $ 5,100,000 | $ 7,900,000 | $ 9,300,000 | |||||||||||
Preferred Stock, Shares Authorized (in shares) | 97,000 | ||||||||||||||||
Preferred Stock, Conversion, Initial Amount | $ | $ 1,000 | ||||||||||||||||
Series 1 Convertible Redeemable Preferred Stock [Member] | Minimum [Member] | |||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 5.50% | 5.50% | 5.50% | ||||||||||||||
Series 1 Convertible Redeemable Preferred Stock [Member] | Maximum [Member] | |||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 7% | 7% | |||||||||||||||
OP Units [Member] | |||||||||||||||||
Equity Units, Outstanding, Total (in shares) | 17,000,000 | 17,000,000 | |||||||||||||||
OP Units [Member] | Purchase Agreement With Company, Operating Partnership, and HSCP Strategic III, L.P. [Member] | |||||||||||||||||
Limited Partners' Capital Account, Units Issued (in shares) | 900,506 | 1,702,128 | |||||||||||||||
Limited Partners, Option to Purchase Units (in shares) | 425,532 | ||||||||||||||||
Limited Partner, Option to Purchase Units, Price Per Share (in dollars per share) | $ / shares | $ 11.75 | $ 11.75 | |||||||||||||||
Class A Units [Member] | Purchase Agreement With Company, Operating Partnership, and HSCP Strategic III, L.P. [Member] | |||||||||||||||||
Limited Partners' Capital Account, Units Issued (in shares) | 425,532 | ||||||||||||||||
Convertible OP Units [Member] | |||||||||||||||||
Equity Units, Outstanding, Total (in shares) | 0 | 0 | |||||||||||||||
Class A ordinary shares [Member] | |||||||||||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||
Class A ordinary shares [Member] | Fifth Wall Acquisition Corp Three [Member] | |||||||||||||||||
Common shares, shares issued (in shares) | 907,000 | 907,000 | 907,000 | 907,000 | 907,000 | 907,000 | |||||||||||
Common shares, shares authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Common shares, shares outstanding (in shares) | 907,000 | 907,000 | 907,000 | 907,000 | 907,000 | 907,000 | |||||||||||
Number of votes per share | vote | 1 | 1 | 1 | 1 | |||||||||||||
Common Stock, Share, Outstanding | 1,348,302 | 28,407,000 | 28,407,000 | 28,407,000 | 28,407,000 | 1,348,302 | |||||||||||
Class B ordinary shares [Member] | |||||||||||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||
Class B ordinary shares [Member] | Fifth Wall Acquisition Corp Three [Member] | |||||||||||||||||
Common shares, shares issued (in shares) | 6,875,000 | 6,875,000 | 6,875,000 | 6,875,000 | 6,875,000 | 6,875,000 | |||||||||||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |||||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Common shares, shares outstanding (in shares) | 6,875,000 | 6,875,000 | 6,875,000 | 6,875,000 | 6,875,000 | 6,875,000 | |||||||||||
Class A Common Stock Subject to Redemption [Member] | Fifth Wall Acquisition Corp Three [Member] | |||||||||||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Shares subject to possible redemption, outstanding (in shares) | 441,302 | 27,500,000 | 27,500,000 | 27,500,000 | 27,500,000 | 441,302 |
Earnings Per Share (Details Tex
Earnings Per Share (Details Textual) - shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 150,000 | 150,000 | 0 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net loss attributable to MIC | $ (2,468) | $ (2,740) | $ (4,765) | $ (4,893) | $ (11,119) | $ (14,064) |
Undistributed Earnings (Loss) Allocated to Participating Securities, Basic | $ 0 | $ 0 | $ 0 | $ 0 | $ (11,119) | $ (14,064) |
Basic weighted average shares of Common Stock outstanding (in shares) | 7,762,375 | 7,762,375 | 7,762,375 | 7,762,375 | 7,762,375 | 7,741,192 |
Basic (in dollars per share) | $ (0.32) | $ (0.35) | $ (0.61) | $ (0.63) | $ (1.43) | $ (1.82) |
Dilutive weighted average shares of Common Stock outstanding (in shares) | 7,762,375 | 7,762,375 | 7,762,375 | 7,762,375 | 7,762,375 | 7,741,192 |
Dilutive (in dollars per share) | $ (0.32) | $ (0.35) | $ (0.61) | $ (0.63) | $ (1.43) | $ (1.82) |
Variable Interest Entities (Det
Variable Interest Entities (Details Textual) $ in Thousands, ft² in Millions | 3 Months Ended | 12 Months Ended | ||
Aug. 25, 2021 USD ($) | Jun. 30, 2023 USD ($) a ft² | Dec. 31, 2022 USD ($) a ft² Vehicle | Dec. 31, 2021 USD ($) | |
Area of Real Estate Property (Square Foot) | ft² | 5.4 | 5.4 | ||
Number of Parking Spaces | 15,676 | 15,750 | ||
Assets | $ 429,386 | $ 436,113 | $ 429,147 | |
Liabilities | $ 248,554 | 249,105 | 223,323 | |
Variable Interest Entity, Initial Consolidation, Gain (Loss) | $ 0 | $ 146 | ||
Cardinal Lot [Member] | ||||
Area of Real Estate Property (Square Foot) | a | 2.56 | 2.56 | ||
Number of Parking Spaces | 376 | 376 | ||
MVP St. Louise [Member] | ||||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 51% | 51% | ||
Assets | $ 12,000 | $ 12,000 | ||
Liabilities | 6,200 | $ 6,100 | ||
Variable Interest Entity, Initial Consolidation, Gain (Loss) | $ 400 | |||
MVP St Louis and MVP St Louis Cardinal Lot Master Tenant LLC [Member] | ||||
Assets | $ 12,600 | |||
Liabilities | $ 6,200 |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) | 6 Months Ended | 12 Months Ended | |||||||||
Feb. 24, 2023 USD ($) | May 27, 2021 shares | Jun. 30, 2023 USD ($) item $ / shares shares | Dec. 31, 2022 USD ($) item $ / shares shares | Mar. 31, 2023 USD ($) | Jan. 31, 2023 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Nov. 05, 2021 USD ($) $ / shares shares | Nov. 02, 2021 $ / shares shares | |
Loss Contingency, Maximum Amount of Indemnification Limit | $ 2,000,000 | $ 2,000,000 | |||||||||
Cash | $ 2,029,000 | 5,758,000 | $ 11,805,000 | ||||||||
Fifth Wall Acquisition Corp. III [Member] | |||||||||||
Cash | $ 55,000 | $ 443,000 | |||||||||
Maximum number of demands for registration of securities | item | 3 | 3 | |||||||||
Lock-up period | 30 days | 30 days | |||||||||
Accrued expenses | $ 0 | $ 0 | 0 | ||||||||
Period of day option from final prospectus relating to IPO | 45 days | 45 days | |||||||||
Number of shares granted to underwriters | shares | 2,500,000 | 3,750,000 | 3,750,000 | ||||||||
Underwriting discount per Public Share | $ / shares | $ 0.2 | $ 0.2 | |||||||||
Aggregate underwriting discount paid | $ 5,500,000 | $ 5,500,000 | |||||||||
Deferred underwriting fee payable per Public Share | $ / shares | $ 0.35 | $ 0.35 | |||||||||
Aggregate deferred underwriting fee payable | $ 9,600,000 | $ 9,600,000 | |||||||||
Deferred underwriting commission waived | $ 3,609,375 | ||||||||||
Deferred underwriting commissions | 0 | 3,609,375 | $ 6,015,625 | $ 6,015,625 | $ 9,625,000 | ||||||
Gain from settlement of deferred underwriting commissions | $ 6,000,000 | $ 6,000,000 | |||||||||
Asset Pledged as Collateral [Member] | Appeals Bond [Member] | |||||||||||
Cash | $ 700,000 | ||||||||||
Alleged Commission for Proposed Sale of Fort Worth Taylor Parking Facility [Member] | Pending Litigation [Member] | |||||||||||
Loss Contingency, Estimate of Possible Loss | $ 700,000 | ||||||||||
Purchase Agreement With Company, Operating Partnership, and HSCP Strategic III, L.P. [Member] | OP Units [Member] | |||||||||||
Limited Partners' Capital Account, Units Issued (in shares) | shares | 900,506 | 1,702,128 | |||||||||
Limited Partner, Option to Purchase Units, Price Per Share (in dollars per share) | $ / shares | $ 11.75 | $ 11.75 |
Related Party Transactions an_2
Related Party Transactions and Arrangements (Details Textual) ft² in Millions | 12 Months Ended | |||||
Aug. 25, 2021 USD ($) | Dec. 31, 2022 USD ($) ft² | Jun. 30, 2023 USD ($) ft² | Jun. 30, 2022 USD ($) | May 05, 2022 a | Dec. 31, 2021 USD ($) | |
Accounts receivable, net | $ 1,849,000 | $ 1,941,000 | $ 4,031,000 | |||
Accounts payable and accrued expenses | 16,351,000 | 16,036,000 | 8,345,000 | |||
Due from related parties | $ 156,000 | $ 0 | 0 | |||
Area of Real Estate Property (Square Foot) | ft² | 5.4 | 5.4 | ||||
Due to Related Parties, Total | $ 470,000 | $ 470,000 | 0 | |||
Park Place Parking [Member] | ||||||
Accounts receivable, net | 200,000 | $ 100,000 | ||||
Due from related parties | 100,000 | $ 100,000 | ||||
Color Up and Certain Member Entities of Color Up [Member] | ||||||
Accounts receivable, net | 156,000 | |||||
Accounts payable and accrued expenses | $ 469,231 | |||||
Due from related parties | 156,000,000 | |||||
Color Up and Certain Member Entities of Color Up [Member] | Tax Return Preparation Services [Member] | ||||||
Related Party Transaction, Amounts of Transaction | 129,490 | |||||
Color Up and Certain Member Entities of Color Up [Member] | Accounts Payable and Accrued Liabilities [Member] | ||||||
Due to Related Parties, Total | 469,231 | |||||
Affiliate of Bombe Asset Management LLC [Member] | ||||||
License Fee, Monthly | $ 5,000 | |||||
Affiliate of Bombe Asset Management LLC [Member] | License Agreement [Member] | ||||||
License Fee, Monthly | $ 5,000 | |||||
Unfinished Retain Office Space With ProKids [Member] | ||||||
Area of Real Estate Property (Square Foot) | a | 21,000 | |||||
Building for Parking Rental in Ohio [Member] | ||||||
Area of Real Estate Property (Square Foot) | a | 531,000 | |||||
ProKids [Member] | ||||||
Due from related parties |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Schedule of Restatement of Previously Issued Financial Statements (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 18, 2021 | |
Statement of Financial Position [Abstract] | |||||||||||||
Accumulated deficit | $ (112,433,000) | $ (109,168,000) | $ (112,433,000) | $ (101,049,000) | $ (109,168,000) | $ (101,049,000) | |||||||
Total Assets | 429,386,000 | 436,113,000 | 429,386,000 | 429,147,000 | 436,113,000 | 429,147,000 | |||||||
Total liabilities | 248,554,000 | 249,105,000 | 248,554,000 | 223,323,000 | 249,105,000 | 223,323,000 | |||||||
Additional paid-in capital | 191,676,000 | 193,176,000 | 191,676,000 | 196,176,000 | 193,176,000 | 196,176,000 | |||||||
Total shareholders' deficit | 82,562,000 | 87,327,000 | 82,562,000 | 98,446,000 | 87,327,000 | 98,446,000 | |||||||
Total liabilities and equity | 429,386,000 | 436,113,000 | 429,386,000 | 429,147,000 | 436,113,000 | 429,147,000 | |||||||
Statement of Stockholders' Equity [Abstract] | |||||||||||||
Balance at the beginning | $ (109,168,000) | $ (101,049,000) | (109,168,000) | $ (101,049,000) | $ (101,049,000) | (101,049,000) | |||||||
Balance at the end | (112,433,000) | (109,168,000) | (112,433,000) | (101,049,000) | (109,168,000) | (101,049,000) | |||||||
Net loss | (1,718,000) | $ (1,990,000) | (3,265,000) | (3,393,000) | (8,119,000) | (11,064,000) | |||||||
Previously Reported [Member] | |||||||||||||
Statement of Financial Position [Abstract] | |||||||||||||
Accumulated deficit | $ (106,692,000) | (104,541,000) | (102,855,000) | (104,541,000) | (106,692,000) | ||||||||
Statement of Stockholders' Equity [Abstract] | |||||||||||||
Balance at the beginning | (106,692,000) | (104,541,000) | (102,855,000) | ||||||||||
Balance at the end | (106,692,000) | (104,541,000) | (102,855,000) | (104,541,000) | (106,692,000) | ||||||||
Restatement Adjustment [Member] | |||||||||||||
Statement of Financial Position [Abstract] | |||||||||||||
Accumulated deficit | (40,000) | (305,000) | 370,000 | (305,000) | (40,000) | ||||||||
Statement of Stockholders' Equity [Abstract] | |||||||||||||
Balance at the beginning | (40,000) | (305,000) | 370,000 | ||||||||||
Balance at the end | (40,000) | (305,000) | 370,000 | (305,000) | (40,000) | ||||||||
Fifth Wall Acquisition Corp. III [Member] | |||||||||||||
Statement of Financial Position [Abstract] | |||||||||||||
Accumulated deficit | (3,588,465) | (4,612,204) | (5,411,401) | (5,079,390) | (3,588,465) | (5,079,390) | (5,411,401) | (8,053,173) | (4,612,204) | (8,053,173) | |||
Total Assets | 4,910,153 | 278,674,388 | 276,978,583 | 276,393,463 | 4,910,153 | 276,393,463 | 276,978,583 | 276,872,407 | 278,674,388 | 276,872,407 | |||
Total current liabilities | 3,729,256 | 1,827,223 | 467,636 | 412,495 | 3,729,256 | 412,495 | 467,636 | 299,801 | 1,827,223 | 299,801 | |||
Deferred underwriting commissions | 0 | 3,609,375 | 6,015,625 | 6,015,625 | 0 | 6,015,625 | 6,015,625 | 9,625,000 | 3,609,375 | 9,625,000 | |||
Total liabilities | 3,729,256 | 5,436,598 | 6,483,261 | 6,428,120 | 3,729,256 | 6,428,120 | 6,483,261 | 9,924,801 | 5,436,598 | 9,924,801 | |||
Ordinary shares subject to possible redemption | 4,768,583 | 277,849,215 | 4,768,583 | 275,000,000 | 277,849,215 | 275,000,000 | |||||||
Preferred shares | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
Additional paid-in capital | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||
Total shareholders' deficit | (3,587,686) | (2,299,374) | (4,611,425) | (5,410,622) | (8,687,986) | (8,405,279) | (3,587,686) | (8,687,986) | (5,410,622) | (8,052,394) | (4,611,425) | (8,052,394) | $ 0 |
Total shareholders' deficit | (5,078,611) | (5,078,611) | |||||||||||
Total liabilities and equity | 4,910,153 | 278,674,388 | 276,978,583 | 276,393,463 | 4,910,153 | 276,393,463 | 276,978,583 | 276,872,407 | 278,674,388 | 276,872,407 | |||
Statement of Stockholders' Equity [Abstract] | |||||||||||||
Balance at the beginning | (4,612,204) | (5,411,401) | (5,079,390) | (8,053,173) | (4,612,204) | (8,053,173) | (8,053,173) | (8,053,173) | |||||
Balance at the end | (3,588,465) | (4,612,204) | (5,411,401) | (5,079,390) | (3,588,465) | (5,079,390) | (5,411,401) | (8,053,173) | (4,612,204) | (8,053,173) | |||
Adjustment for accretion of Class A ordinary shares subject to possible redemption amount | 2,902,624 | (812,073) | 43,954 | 3,565,421 | 2,703,431 | (3,166,410) | |||||||
Net loss | 1,614,312 | $ 1,499,978 | (238,753) | (352,885) | 3,114,290 | (591,638) | (61,659) | (1,100,581) | 274,559 | ||||
Statement of Cash Flows [Abstract] | |||||||||||||
Extinguishment of deferred underwriting commissions | 3,609,375 | 3,609,375 | 3,609,375 | 6,015,625 | |||||||||
Fifth Wall Acquisition Corp. III [Member] | Previously Reported [Member] | |||||||||||||
Statement of Financial Position [Abstract] | |||||||||||||
Accumulated deficit | (9,020,776) | (8,688,765) | (8,688,765) | (9,020,776) | (8,053,173) | (8,053,173) | |||||||
Total Assets | 276,978,583 | 276,393,463 | 276,393,463 | 276,978,583 | |||||||||
Total current liabilities | 467,636 | 412,495 | 412,495 | 467,636 | |||||||||
Deferred underwriting commissions | 9,625,000 | 9,625,000 | 9,625,000 | 9,625,000 | |||||||||
Total liabilities | 10,092,636 | 10,037,495 | 10,037,495 | 10,092,636 | |||||||||
Preferred shares | 0 | 0 | 0 | 0 | |||||||||
Additional paid-in capital | 0 | 0 | 0 | 0 | |||||||||
Total shareholders' deficit | (9,019,997) | (8,687,986) | (8,687,986) | (9,019,997) | |||||||||
Total liabilities and equity | 276,978,583 | 276,393,463 | 276,393,463 | 276,978,583 | |||||||||
Statement of Stockholders' Equity [Abstract] | |||||||||||||
Balance at the beginning | (9,020,776) | (8,688,765) | (8,053,173) | (8,053,173) | (8,053,173) | (8,053,173) | |||||||
Balance at the end | (9,020,776) | (8,688,765) | (8,688,765) | (9,020,776) | (8,053,173) | (8,053,173) | |||||||
Adjustment for accretion of Class A ordinary shares subject to possible redemption amount | (43,954) | (905,944) | |||||||||||
Net loss | (591,638) | (61,659) | |||||||||||
Statement of Cash Flows [Abstract] | |||||||||||||
Extinguishment of deferred underwriting commissions | 0 | 0 | |||||||||||
Fifth Wall Acquisition Corp. III [Member] | Restatement Adjustment [Member] | |||||||||||||
Statement of Financial Position [Abstract] | |||||||||||||
Accumulated deficit | 3,609,375 | 3,609,375 | 3,609,375 | 3,609,375 | 0 | 0 | |||||||
Total Assets | 0 | 0 | 0 | 0 | |||||||||
Total current liabilities | 0 | 0 | 0 | 0 | |||||||||
Deferred underwriting commissions | (3,609,375) | (3,609,375) | (3,609,375) | (3,609,375) | |||||||||
Total liabilities | (3,609,375) | (3,609,375) | (3,609,375) | (3,609,375) | |||||||||
Preferred shares | 0 | 0 | 0 | 0 | |||||||||
Additional paid-in capital | 0 | 0 | 0 | 0 | |||||||||
Total shareholders' deficit | 3,609,375 | 3,609,375 | 3,609,375 | 3,609,375 | |||||||||
Total liabilities and equity | 0 | 0 | 0 | 0 | |||||||||
Statement of Stockholders' Equity [Abstract] | |||||||||||||
Balance at the beginning | 3,609,375 | 3,609,375 | $ 0 | 0 | 0 | 0 | |||||||
Balance at the end | 3,609,375 | 3,609,375 | 3,609,375 | 3,609,375 | 0 | 0 | |||||||
Adjustment for accretion of Class A ordinary shares subject to possible redemption amount | 3,609,375 | 3,609,375 | |||||||||||
Net loss | 0 | 0 | |||||||||||
Statement of Cash Flows [Abstract] | |||||||||||||
Extinguishment of deferred underwriting commissions | 3,609,375 | 3,609,375 | |||||||||||
Fifth Wall Acquisition Corp. III [Member] | Common Class A [Member] | |||||||||||||
Statement of Financial Position [Abstract] | |||||||||||||
Ordinary shares subject to possible redemption | 91 | 91 | 91 | 91 | |||||||||
Fifth Wall Acquisition Corp. III [Member] | Common Class A [Member] | Previously Reported [Member] | |||||||||||||
Statement of Financial Position [Abstract] | |||||||||||||
Ordinary shares subject to possible redemption | 91 | 91 | 91 | 91 | |||||||||
Fifth Wall Acquisition Corp. III [Member] | Common Class A [Member] | Restatement Adjustment [Member] | |||||||||||||
Statement of Financial Position [Abstract] | |||||||||||||
Ordinary shares subject to possible redemption | 0 | 0 | 0 | 0 | |||||||||
Fifth Wall Acquisition Corp. III [Member] | Class A Common Stock Subject to Redemption [Member] | |||||||||||||
Statement of Financial Position [Abstract] | |||||||||||||
Ordinary shares subject to possible redemption | $ 4,768,583 | $ 277,849,215 | 275,905,944 | 275,043,954 | $ 4,768,583 | 275,043,954 | 275,905,944 | $ 275,000,000 | $ 277,849,215 | $ 275,000,000 | |||
Fifth Wall Acquisition Corp. III [Member] | Class A Common Stock Subject to Redemption [Member] | Previously Reported [Member] | |||||||||||||
Statement of Financial Position [Abstract] | |||||||||||||
Ordinary shares subject to possible redemption | 275,905,944 | 275,043,954 | 275,043,954 | 275,905,944 | |||||||||
Fifth Wall Acquisition Corp. III [Member] | Class A Common Stock Subject to Redemption [Member] | Restatement Adjustment [Member] | |||||||||||||
Statement of Financial Position [Abstract] | |||||||||||||
Ordinary shares subject to possible redemption | 0 | 0 | 0 | 0 | |||||||||
Fifth Wall Acquisition Corp. III [Member] | Common Class B [Member] | |||||||||||||
Statement of Financial Position [Abstract] | |||||||||||||
Ordinary shares subject to possible redemption | 688 | 688 | 688 | 688 | |||||||||
Fifth Wall Acquisition Corp. III [Member] | Common Class B [Member] | Previously Reported [Member] | |||||||||||||
Statement of Financial Position [Abstract] | |||||||||||||
Ordinary shares subject to possible redemption | 688 | 688 | 688 | 688 | |||||||||
Fifth Wall Acquisition Corp. III [Member] | Common Class B [Member] | Restatement Adjustment [Member] | |||||||||||||
Statement of Financial Position [Abstract] | |||||||||||||
Ordinary shares subject to possible redemption | $ 0 | $ 0 | $ 0 | $ 0 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 13, 2022 | Dec. 31, 2021 | |
Unrecognized tax benefits | $ 0 | $ 0 | ||
Fifth Wall Acquisition Corp Three [Member] | ||||
Cash and cash equivalents | $ 0 | $ 0 | 0 | |
Federal depository insurance coverage amount | $ 250,000 | $ 250,000 | 250,000 | |
Number of shares issued | 907,000 | 907,000 | ||
Ordinary shares, shares subject to possible redemption | 27,500,000 | |||
Unrecognized tax benefits | $ 0 | $ 0 | 0 | |
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | $ 0 | |
Class A Common Stock Subject to Redemption [Member] | Fifth Wall Acquisition Corp Three [Member] | ||||
Ordinary shares, shares subject to possible redemption | 441,302 | 27,500,000 | 27,500,000 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Reconciliation of Net Income (Loss) per Common Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | 22 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Denominator: | ||||||||
Basic weighted average ordinary shares outstanding (in shares) | 7,762,375 | 7,762,375 | 7,762,375 | 7,762,375 | 7,762,375 | 7,741,192 | ||
Diluted weighted average ordinary shares outstanding (in shares) | 7,762,375 | 7,762,375 | 7,762,375 | 7,762,375 | 7,762,375 | 7,741,192 | ||
Earnings per share, Basic | $ (0.32) | $ (0.35) | $ (0.61) | $ (0.63) | $ (1.43) | $ (1.82) | ||
Earnings per share, Diluted | (0.32) | (0.35) | (0.61) | (0.63) | $ (1.43) | $ (1.82) | ||
Fifth Wall Acquisition Corp Three [Member] | ||||||||
Denominator: | ||||||||
Diluted weighted average ordinary shares outstanding (in shares) | 28,407,000 | |||||||
Earnings per share, Basic | 0.08 | (0.01) | 0.11 | (0.02) | $ (0.04) | $ 0.01 | ||
Earnings per share, Diluted | $ 0.08 | $ (0.01) | $ 0.11 | $ (0.02) | $ (0.04) | $ 0.01 | ||
Class A ordinary shares [Member] | Fifth Wall Acquisition Corp Three [Member] | ||||||||
Numerator: | ||||||||
Allocation of net income (loss) | $ 1,093,423 | $ (192,230) | $ 2,360,726 | $ (476,352) | $ (821,655) | $ 221,059 | ||
Denominator: | ||||||||
Basic weighted average ordinary shares outstanding (in shares) | 14,743,793 | 28,407,000 | 21,537,653 | 28,407,000 | 19,687,130 | 28,407,000 | 19,687,130 | |
Diluted weighted average ordinary shares outstanding (in shares) | 14,743,793 | 28,407,000 | 21,537,653 | 28,407,000 | 19,687,130 | 28,407,000 | ||
Earnings per share, Basic | $ 0.08 | $ (0.01) | $ 0.11 | $ (0.02) | $ 0.01 | $ (0.04) | ||
Earnings per share, Diluted | $ 0.08 | $ (0.01) | $ 0.11 | $ (0.02) | $ (0.04) | $ 0.01 | ||
Class B ordinary shares [Member] | Fifth Wall Acquisition Corp Three [Member] | ||||||||
Numerator: | ||||||||
Allocation of net income (loss) | $ 520,890 | $ (46,523) | $ 753,564 | $ (115,286) | $ (278,926) | $ 53,500 | ||
Denominator: | ||||||||
Basic weighted average ordinary shares outstanding (in shares) | 6,875,000 | 6,875,000 | 6,875,000 | 6,875,000 | 6,683,149 | 6,875,000 | 6,683,149 | |
Diluted weighted average ordinary shares outstanding (in shares) | 6,875,000 | 6,875,000 | 6,875,000 | 6,875,000 | 6,683,149 | 6,875,000 | ||
Earnings per share, Basic | $ 0.08 | $ (0.01) | $ 0.11 | $ (0.02) | $ 0.01 | $ (0.04) | ||
Earnings per share, Diluted | $ 0.08 | $ (0.01) | $ 0.11 | $ (0.02) | $ (0.04) | $ 0.01 |
Description of Organization a_2
Description of Organization and Business Operations (Details) | 6 Months Ended | 10 Months Ended | 12 Months Ended | ||||||
Jun. 15, 2023 USD ($) $ / shares shares | May 27, 2021 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) shares $ / shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2022 USD ($) shares $ / shares | Dec. 31, 2021 USD ($) $ / shares | May 17, 2023 USD ($) | Apr. 17, 2023 USD ($) | Aug. 25, 2021 $ / shares | |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Cash | $ 2,029,000 | $ 11,805,000 | $ 5,758,000 | $ 11,805,000 | |||||
Aggregate purchase price | 407,000 | ||||||||
Advances due to related party | $ 470,000 | $ 0 | $ 470,000 | $ 0 | |||||
Stock Issued During Period, Shares, Issued for Services | shares | 1,000,000 | ||||||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Maximum [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 1,375,000 | ||||||||
Fifth Wall Acquisition Corp Three [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of shares issued | shares | 907,000 | 907,000 | |||||||
Shares issued price per share | $ / shares | $ 10 | $ 10 | |||||||
Condition for future business combination use of proceeds percentage | 80 | 80 | |||||||
Condition For Future Business Combination Threshold Percentage Ownership | 50 | 50 | |||||||
Condition For Future Business Combination Threshold Net Tangible Assets | $ 5,000,001 | $ 5,000,001 | |||||||
Redemption limit percentage without prior consent | 15 | 15 | |||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | 100% | |||||||
Lock in period for redemption of public shares after closing of IPO | 24 months | 24 months | |||||||
Threshold business days for redemption of public shares | 10 days | 10 days | |||||||
Maximum net interest to pay dissolution expenses | $ 100,000 | $ 100,000 | |||||||
Cash | 55,000 | 443,000 | |||||||
Working capital deficit | $ 3,600,000 | $ 1,100,000 | |||||||
Aggregate purchase price | $ 25,000 | ||||||||
Net tangible assets | $ 5,000,001 | ||||||||
Number Of Shares Issued | shares | 1.2 | 1.2 | |||||||
Fund raised from third party | $ 108,892 | $ 0 | |||||||
Number of consecutive trading days | 5 days | ||||||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | 0.0001 | |||||
Fifth Wall Acquisition Corp Three [Member] | PIPE Investments [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of Stock, Price Per Share | $ / shares | $ 10 | $ 10 | |||||||
Fund raised from third party | $ 40,000,000 | $ 40,000,000 | |||||||
Stock Issued During Period, Shares, Issued for Services | shares | 1,200,000 | 1,200,000 | |||||||
Fifth Wall Acquisition Corp Three [Member] | Seller Lock-up Agreement [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Description Of Transfer Of Share Term | six (6) months | six (6) months | |||||||
Fifth Wall Acquisition Corp Three [Member] | Sponsor Lock-up Agreement [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Description Of Transfer Of Share Term | six (6) months | six (6) months | |||||||
Initial Public Offering [Member] | Fifth Wall Acquisition Corp Three [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of shares issued | shares | 27,500,000 | ||||||||
Shares issued price per share | $ / shares | $ 10 | $ 10 | $ 10 | ||||||
Proceeds received from initial public offering, gross | $ 275,000,000 | ||||||||
Transaction costs | 16,100,000 | ||||||||
Deferred underwriting fee payable | $ 9,600,000 | ||||||||
Over-allotment option [Member] | Fifth Wall Acquisition Corp Three [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of shares issued | shares | 2,500,000 | ||||||||
Shares issued price per share | $ / shares | $ 10 | ||||||||
Class A ordinary shares [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | ||||||||
Class A ordinary shares [Member] | Fifth Wall Acquisition Corp Three [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Common Stock, Conversion Basis | one-for-one | one-for-one | |||||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | 0.0001 | $ 0.0001 | 0.0001 | |||||
Class A ordinary shares [Member] | Fifth Wall Acquisition Corp Three [Member] | Redemption limitation agreement [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Net tangible assets | $ 5,000,001 | ||||||||
Class A ordinary shares [Member] | Initial Public Offering [Member] | Fifth Wall Acquisition Corp Three [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of shares issued | shares | 27,500,000 | ||||||||
Class A ordinary shares [Member] | Private Placement [Member] | Fifth Wall Acquisition Corp Three [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of shares issued | shares | 907,000 | 907,000 | 907,000 | ||||||
Shares issued price per share | $ / shares | $ 10 | ||||||||
Proceeds received from initial public offering, gross | $ 9,100,000 | ||||||||
Share Price | $ / shares | $ 10 | $ 10 | |||||||
Founder Shares [Member] | Fifth Wall Acquisition Corp Three [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Aggregate purchase price | $ 25,000 | $ 25,000 | |||||||
Advances due to related party | 109,000 | 109,000 | |||||||
Proceeds from Issuance or Sale of Equity | $ 40,000,000 | $ 40,000,000 | |||||||
Stock UnIssued During Period | shares | 2,062,500 | 2,062,500 | |||||||
Stock Issued During Period, Shares, Issued for Services | shares | 1,375,000 | 1,000,000 | |||||||
Founder Shares [Member] | Fifth Wall Acquisition Corp Three [Member] | Maximum [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Proceeds from Issuance or Sale of Equity | $ 50,000,000 | $ 50,000,000 | |||||||
Stock Issued During Period, Shares, Issued for Services | shares | 1,375,000 | 1,375,000 | |||||||
Founder Shares [Member] | Fifth Wall Acquisition Corp Three [Member] | Second amendment and restated sponsor agreement [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 4,775,000 | ||||||||
Founder Shares [Member] | Equals to or exceeds thirteen point zero zero [Member] | Fifth Wall Acquisition Corp Three [Member] | Second amendment and restated sponsor agreement [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Share based compensation arrangement by share based payment award award vesting date | Dec. 31, 2026 | ||||||||
Share Price | $ / shares | $ 13 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | shares | 1,000,000 | ||||||||
Founder Shares [Member] | Equals or Exceed Twenty Point zero zero [Member] | Fifth Wall Acquisition Corp Three [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Share based compensation arrangement by share based payment award award vesting date | Dec. 31, 2028 | Dec. 31, 2028 | |||||||
Share Price | $ / shares | $ 20 | $ 20 | |||||||
Number of consecutive trading days | 5 days | 5 days | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | shares | 1,658,750 | 1,658,750 | |||||||
Founder Shares [Member] | Equals Or Exceed sixteen point zero zero [Member] | Fifth Wall Acquisition Corp Three [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Share based compensation arrangement by share based payment award award vesting date | Dec. 31, 2026 | Dec. 31, 2026 | |||||||
Share Price | $ / shares | $ 16 | $ 16 | |||||||
Number of consecutive trading days | 5 days | 5 days | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | shares | 1,658,750 | 1,658,750 | |||||||
Founder Shares [Member] | Equals Or Exceed sixteen point zero zero [Member] | Fifth Wall Acquisition Corp Three [Member] | Second amendment and restated sponsor agreement [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Share based compensation arrangement by share based payment award award vesting date | Dec. 31, 2028 | ||||||||
Share Price | $ / shares | $ 16 | ||||||||
Number of consecutive trading days | 5 days | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | shares | 1,000,000 | ||||||||
Series Two Preferred Stock [Member] | Fifth Wall Acquisition Corp Three [Member] | New Pipe Investors Agreement [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Temporary equity subscribed but not issued value | $ 46,000,000 | ||||||||
Temporary equity issue price per share | $ / shares | $ 1,000 | ||||||||
Temporary equity shares subscribed but not issued | shares | 46,000 | ||||||||
Class B ordinary shares [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | ||||||||
Class B ordinary shares [Member] | Fifth Wall Acquisition Corp Three [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Common Stock, Conversion Basis | one-for-one | one-for-one | |||||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Acquisitions and Dispositions_4
Acquisitions and Dispositions of Investments in Real Estate - Parking Asset Acquisitions (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) a ft² | |
One W7 Carpark LLC [Member] | |
Number of space | Pure | 765 |
Property size (Acre) | a | 1.21 |
Retail size (Square Foot) | ft² | 18,385 |
Asset Acquisition, Consideration Transferred | $ | $ 32,122 |
Two2 W7 [Member] | |
Number of space | Pure | 1,625 |
Property size (Acre) | a | 1.84 |
Retail size (Square Foot) | ft² | 0 |
Asset Acquisition, Consideration Transferred | $ | $ 28,314 |
Two22 Sheridan Bricktown Garage [Member] | |
Number of space | Pure | 555 |
Property size (Acre) | a | 0.64 |
Retail size (Square Foot) | ft² | 15,628 |
Asset Acquisition, Consideration Transferred | $ | $ 17,513 |
The 322 Streeter Holdco LLC [Member] | |
Number of space | Pure | 1,154 |
Property size (Acre) | a | 2.81 |
Retail size (Square Foot) | ft² | 0 |
Asset Acquisition, Consideration Transferred | $ | $ 38,483 |
Second Street [Member] | |
Number of space | Pure | 118 |
Retail size (Square Foot) | ft² | 0 |
Asset Acquisition, Consideration Transferred | $ | $ 3,253 |
Denver 1725 Champa Street Garage, LLC [Member] | |
Number of space | Pure | 450 |
Property size (Acre) | a | 0.72 |
Retail size (Square Foot) | ft² | 0 |
Asset Acquisition, Consideration Transferred | $ | $ 16,274 |
Fair Value (Details Textual)
Fair Value (Details Textual) - USD ($) | 22 Months Ended | 28 Months Ended | |
Dec. 31, 2022 | Jun. 30, 2023 | Dec. 31, 2021 | |
Fifth Wall Acquisition Corp. III [Member] | |||
Assets - Investments held in Trust Account: | |||
Assets, fair Value | $ 277,949,215 | $ 4,768,583 | $ 275,012,561 |
Transfers to / from level 3 | 0 | 0 | |
Fair Value, Inputs, Level 2 [Member] | |||
Debt Instrument, Fair Value Disclosure | $ 207,400,000 | $ 206,400,000 | $ 161,200,000 |
Acquisitions and Dispositions_5
Acquisitions and Dispositions of Investments in Real Estate - Allocated Acquisition Value of All Properties Acquired (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 13, 2022 |
Total asset acquired | $ 118,446 | |
Contract value | 3,160 | |
Leases, Acquired-in-Place [Member] | ||
Intangible asset | 308 | |
Land and Land Improvements [Member] | ||
Asset Acquisition Recognized Identifiable Assets Acquired And Liabilities Assumed Property Plant And Equipment | $ 26,280 | |
Building and Building Improvements [Member] | ||
Asset Acquisition Recognized Identifiable Assets Acquired And Liabilities Assumed Property Plant And Equipment | 88,698 | |
Two22 Sheridan Bricktown Garage [Member] | ||
Total asset acquired | 17,513 | |
Two22 Sheridan Bricktown Garage [Member] | Leases, Acquired-in-Place [Member] | ||
Intangible asset | 179 | |
Two22 Sheridan Bricktown Garage [Member] | Land and Land Improvements [Member] | ||
Asset Acquisition Recognized Identifiable Assets Acquired And Liabilities Assumed Property Plant And Equipment | 1,314 | |
Two22 Sheridan Bricktown Garage [Member] | Building and Building Improvements [Member] | ||
Asset Acquisition Recognized Identifiable Assets Acquired And Liabilities Assumed Property Plant And Equipment | 16,020 | |
One W7 Carpark [Member] | ||
Total asset acquired | 32,122 | |
Contract value | 0 | |
One W7 Carpark [Member] | Leases, Acquired-in-Place [Member] | ||
Intangible asset | 308 | |
One W7 Carpark [Member] | Land and Land Improvements [Member] | ||
Asset Acquisition Recognized Identifiable Assets Acquired And Liabilities Assumed Property Plant And Equipment | 2,995 | |
One W7 Carpark [Member] | Building and Building Improvements [Member] | ||
Asset Acquisition Recognized Identifiable Assets Acquired And Liabilities Assumed Property Plant And Equipment | 28,819 | |
Two2 W7 [Member] | ||
Total asset acquired | 28,314 | |
Contract value | 0 | |
Two2 W7 [Member] | Leases, Acquired-in-Place [Member] | ||
Intangible asset | 0 | |
Two2 W7 [Member] | Land and Land Improvements [Member] | ||
Asset Acquisition Recognized Identifiable Assets Acquired And Liabilities Assumed Property Plant And Equipment | 4,391 | |
Two2 W7 [Member] | Building and Building Improvements [Member] | ||
Asset Acquisition Recognized Identifiable Assets Acquired And Liabilities Assumed Property Plant And Equipment | 23,923 | |
Three22 Streeter [Member] | ||
Total asset acquired | 38,483 | |
Contract value | 0 | |
Three22 Streeter [Member] | Leases, Acquired-in-Place [Member] | ||
Intangible asset | 0 | |
Three22 Streeter [Member] | Land and Land Improvements [Member] | ||
Asset Acquisition Recognized Identifiable Assets Acquired And Liabilities Assumed Property Plant And Equipment | 11,387 | |
Three22 Streeter [Member] | Building and Building Improvements [Member] | ||
Asset Acquisition Recognized Identifiable Assets Acquired And Liabilities Assumed Property Plant And Equipment | 27,096 | |
Second Street [Member] | ||
Total asset acquired | 3,253 | |
Contract value | 3,160 | |
Second Street [Member] | Leases, Acquired-in-Place [Member] | ||
Intangible asset | 0 | |
Second Street [Member] | Land and Land Improvements [Member] | ||
Asset Acquisition Recognized Identifiable Assets Acquired And Liabilities Assumed Property Plant And Equipment | 93 | |
Second Street [Member] | Building and Building Improvements [Member] | ||
Asset Acquisition Recognized Identifiable Assets Acquired And Liabilities Assumed Property Plant And Equipment | 0 | |
Denver 1725 Champa Street Garage, LLC [Member] | ||
Total asset acquired | 16,274 | |
Contract value | 0 | |
Denver 1725 Champa Street Garage, LLC [Member] | Leases, Acquired-in-Place [Member] | ||
Intangible asset | 0 | |
Denver 1725 Champa Street Garage, LLC [Member] | Land and Land Improvements [Member] | ||
Asset Acquisition Recognized Identifiable Assets Acquired And Liabilities Assumed Property Plant And Equipment | $ 7,414 | |
Denver 1725 Champa Street Garage, LLC [Member] | Building and Building Improvements [Member] | ||
Asset Acquisition Recognized Identifiable Assets Acquired And Liabilities Assumed Property Plant And Equipment | $ 8,860 |
Initial Public Offering (Detail
Initial Public Offering (Details) - Fifth Wall Acquisition Corp. III [Member] - USD ($) | 6 Months Ended | 10 Months Ended | 12 Months Ended | |||
May 27, 2021 | Jun. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of shares issued | 907,000 | 907,000 | ||||
Shares issued price per share | $ 10 | $ 10 | ||||
Offering costs | $ 6,351,813 | $ 70,000 | ||||
Deferred underwriting commissions | $ 0 | $ 9,625,000 | $ 3,609,375 | $ 6,015,625 | $ 6,015,625 | |
Initial Public Offering [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of shares issued | 27,500,000 | |||||
Shares issued price per share | $ 10 | $ 10 | $ 10 | |||
Proceeds from issuance initial public offering | $ 275,000,000 | |||||
Offering costs | 16,100,000 | |||||
Deferred underwriting commissions | $ 9,600,000 | |||||
Over-allotment option [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of shares issued | 2,500,000 | |||||
Shares issued price per share | $ 10 |
Leases (Details Textual)
Leases (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Lease, Expense | $ 0 | $ 200 |
Leases - Components of Lease Re
Leases - Components of Lease Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Lease, Lease Income, Lease Payments | $ 7,107 | $ 9,154 |
Operating Lease, Variable Lease Income | 21,542 | 6,939 |
Straight-line rental income | $ 25 | $ 135 |
Leases - Future Fixed Contractu
Leases - Future Fixed Contractual Lease Payments to be Received (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
2023 | $ 5,010 |
2024 | 4,484 |
2025 | 3,504 |
2026 | 2,626 |
2027 | 523 |
Thereafter | $ 0 |
Stock-based Compensation (Detai
Stock-based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Feb. 28, 2023 | Aug. 23, 2022 | May 27, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Expense | $ 1,200 | $ 0 | $ 2,600 | $ 0 | $ 2,500 | $ 100 | |||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 19,100 | $ 19,100 | |||||||
Long-term Incentive Plan [Member] | Maximum [Member] | |||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 500,000 | ||||||||
LTIP Units [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value, Ending Balance (in dollars per share) | $ 13.48 | $ 15 | $ 15.47 | $ 12.72 | $ 12.72 | $ 12.65 | $ 0 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted (in shares) | 81,301 | 272,341 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 13.69 | $ 12.65 | |||||||
Share-Based Payment Arrangement, Expense | $ 0 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares) | 32,422 | 0 | |||||||
LTIP Units [Member] | Mr. Chavez [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares) | 13,550 | ||||||||
LTIP Units [Member] | Ms. Hogue [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted (in shares) | 50,813 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares) | 10,163 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years | ||||||||
LTIP Units [Member] | Non-management Members of the Board of Directors [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted (in shares) | 26,082 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 14.76 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years | ||||||||
Performance Units [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted (in shares) | 1,500,000 | 750,000 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percent of Market Condition | 50% | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percent of Performance Condition | 50% | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting, Minimum Price of Adjusted Funds From Operations Required | 1.25% | ||||||||
Percentage of Distributions Payable Entitled | 10% | ||||||||
Share-Based Payment Arrangement, Expense | $ 0 | ||||||||
Performance Units [Member] | Vesting Subject to Market Condition [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted (in shares) | 750,000 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 8.95 | ||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 4,200 | ||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Month) | 12 months | ||||||||
LTIP Units and Performance Units [Member] | |||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 15,700 | $ 15,700 | $ 15,700 | ||||||
Share-Based Payment Arrangement, Option [Member] | Long-term Incentive Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Percentage of Outstanding Stock Maximum | 10% |
Stock-based Compensation - Shar
Stock-based Compensation - Share-based Activity (Details) - LTIP Units [Member] - $ / shares | 6 Months Ended | 12 Months Ended | |
Feb. 28, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Balance, number (in shares) | 1,782,027 | 0 | |
Balance, weighted average grant fv per share (in dollars per share) | $ 12.65 | $ 0 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 158,196 | 1,782,027 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 13.69 | $ 12.65 | |
Vested, number (in shares) | (32,422) | 0 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 13.91 | $ 0 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 0 | 0 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 0 | $ 0 | |
Balance, number (in shares) | 1,907,801 | 1,782,027 | |
Balance, weighted average grant fv per share (in dollars per share) | $ 13.48 | $ 12.72 | $ 12.65 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares & Private Placement Shares (Details) | 1 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | |||||
May 27, 2021 shares | Feb. 24, 2021 USD ($) d $ / shares shares | Apr. 30, 2021 shares | Jun. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Aug. 25, 2021 $ / shares | Aug. 09, 2021 shares | |
Related Party Transaction [Line Items] | |||||||||
Aggregate purchase price | $ | $ 407,000 | ||||||||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Gross proceeds from private placement | $ | $ 0 | $ 51,335,000 | |||||||
Fifth Wall Acquisition Corp. III [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Aggregate purchase price | $ | $ 25,000 | ||||||||
Number of shares issued | shares | 907,000 | 907,000 | |||||||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Over-allotment option [Member] | Fifth Wall Acquisition Corp. III [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares issued | shares | 2,500,000 | ||||||||
Class A ordinary shares [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common shares, par value, (per share) | 0.0001 | ||||||||
Class A ordinary shares [Member] | Fifth Wall Acquisition Corp. III [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common shares, par value, (per share) | $ 0.0001 | 0.0001 | $ 0.0001 | 0.0001 | |||||
Class A ordinary shares [Member] | Over-allotment option [Member] | Fifth Wall Acquisition Corp. III [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares subject to forfeiture | shares | 2,500,000 | ||||||||
Class A ordinary shares [Member] | Private Placement [Member] | Fifth Wall Acquisition Corp. III [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares issued | shares | 907,000 | 907,000 | 907,000 | ||||||
Restrictions on transfer period of time after business combination completion | 30 days | 30 days | |||||||
Share price per share | $ 10 | $ 10 | |||||||
Gross proceeds from private placement | $ | $ 9,100,000 | $ 9,100,000 | |||||||
Class B ordinary shares [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common shares, par value, (per share) | $ 0.0001 | ||||||||
Class B ordinary shares [Member] | Fifth Wall Acquisition Corp. III [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Class B ordinary shares [Member] | Over-allotment option [Member] | Fifth Wall Acquisition Corp. III [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares subject to forfeiture | shares | 312,500 | ||||||||
Founder Shares [Member] | Sponsor [Member] | Fifth Wall Acquisition Corp. III [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||||||
Founder Shares [Member] | Sponsor [Member] | Over-allotment option [Member] | Fifth Wall Acquisition Corp. III [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20% | ||||||||
Founder Shares [Member] | Sponsor [Member] | Maximum [Member] | Over-allotment option [Member] | Fifth Wall Acquisition Corp. III [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares subject to forfeiture | shares | 937,500 | ||||||||
Founder Shares [Member] | Sponsor [Member] | Class A ordinary shares [Member] | Fifth Wall Acquisition Corp. III [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock price trigger to transfer, assign or sell any shares subsequent to initial business combination (in dollars per share) | $ 12 | ||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | d | 20 | ||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | d | 30 | ||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||||||
Founder Shares [Member] | Sponsor [Member] | Class B ordinary shares [Member] | Fifth Wall Acquisition Corp. III [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Aggregate purchase price | $ | $ 25,000 | ||||||||
Number of shares issued | shares | 4,312,500 | ||||||||
Common shares, par value, (per share) | $ 0.0001 | ||||||||
Aggregate number of shares owned | shares | 7,187,500 |
Related Party Transactions - Re
Related Party Transactions - Related Party Loans & Administrative Services Agreement (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Feb. 24, 2021 | |
Related Party Transaction [Line Items] | |||||||
Outstanding balance of related party note | $ 145,675,000 | $ 145,675,000 | $ 207,153,000 | $ 146,948,000 | |||
Fifth Wall Acquisition Corp. III [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
General and administrative expenses—related party | $ 52,500 | $ 75,000 | $ 105,000 | $ 105,000 | 74,000 | $ 210,000 | |
Related Party Loans [Member] | Fifth Wall Acquisition Corp. III [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||||
Related Party Loans [Member] | Initial Public Offering [Member] | Fifth Wall Acquisition Corp. III [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Aggregate amount | $ 109,000 | ||||||
Working Capital Loans [Member] | Fifth Wall Acquisition Corp. III [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Conversion price per share | $ 10 | $ 10 | $ 10 | ||||
Amount of reimbursed or accrued | $ 0 | $ 0 | 0 | $ 0 | |||
Working Capital Loans [Member] | Related Party [Member] | Fifth Wall Acquisition Corp. III [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Outstanding balance of related party note | 0 | 0 | 0 | 0 | |||
Working Capital Loans [Member] | Maximum [Member] | Fifth Wall Acquisition Corp. III [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Repayment of promissory note - related party | 1,500,000 | 1,500,000 | |||||
Administrative Service Agreement [Member] | Related Party [Member] | Fifth Wall Acquisition Corp. III [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
General and administrative expenses—related party | 53,000 | $ 75,000 | 105,000 | $ 105,000 | 74,000 | 210,000 | |
Outstanding for services under administrative services agreement | $ 337,000 | 337,000 | 74,000 | $ 284,000 | |||
Administrative Service Agreement [Member] | Maximum [Member] | Fifth Wall Acquisition Corp. III [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Expenses per month | $ 17,500 | $ 17,500 |
Employee Benefit Plan (Details
Employee Benefit Plan (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 100% | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 6% | |
Employee Benefits and Share-Based Compensation | $ 147,000 | $ 46,000 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current Federal Tax Expense (Benefit) | $ 0 | $ 0 |
Current State and Local Tax Expense (Benefit) | 29 | 31 |
Total Current | 29 | 31 |
Federal | 0 | 0 |
State | 0 | 0 |
Total Deferred | 0 | 0 |
Total | $ 29 | $ 31 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | 21% |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | 2.29% | 5.16% |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Percent | 0.89% | 0.64% |
Change in Valuation Allowance | (24.54%) | (27.08%) |
Effective income tax rate | 0% | 0% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Tax Assets, Operating Loss Carryforwards | $ 14,030 | $ 11,307 |
Deferred Tax Assets, Goodwill and Intangible Assets | 4,676 | 5,661 |
Deferred Tax Assets, Equity Method Investments | 8,388 | 10,576 |
Gross deferred tax assets | 27,094 | 27,544 |
Less valuation allowance | (27,094) | (27,544) |
Total deferred tax assets | 0 | 0 |
Deferred Tax Liabilities, Leasing Arrangements | 0 | 0 |
Total deferred tax liabilities | 0 | 0 |
Total net deferred taxes | $ 0 | $ 0 |
Revision of Previously Issued_3
Revision of Previously Issued Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Buildings and improvements | $ 272,916 | $ 272,605 | $ 272,916 | $ 272,605 | $ 254,379 | |||||
Fixed assets, net | 200 | 210 | 200 | 210 | 61 | |||||
Cash | 2,029 | 5,758 | 2,029 | 5,758 | 11,805 | |||||
Cash – restricted | 4,144 | 5,216 | 4,144 | 5,216 | 4,891 | |||||
Prepaid expenses | 348 | 953 | 348 | 953 | 676 | |||||
Accounts receivable | 1,941 | 1,849 | 1,941 | 1,849 | 4,031 | |||||
Due from related parties | 0 | 156 | 0 | 156 | 0 | |||||
Notes Payable, Total | 145,675 | 146,948 | 145,675 | 146,948 | 207,153 | |||||
Long-Term Line of Credit, Total | 73,120 | 72,731 | 73,120 | 72,731 | 0 | |||||
Accounts payable and accrued liabilities | 16,036 | 16,351 | 16,036 | 16,351 | 8,345 | |||||
Security Deposit | 166 | 161 | 166 | 161 | 166 | |||||
Deferred revenue | 486 | 376 | 486 | 376 | 155 | |||||
Accumulated deficit | (112,433) | (109,168) | (112,433) | (109,168) | (101,049) | |||||
Non-controlling interest | 98,270 | 99,681 | 98,270 | 99,681 | 107,378 | |||||
Property operating expense | 533 | $ 698 | 1,051 | $ 1,472 | 2,947 | 1,583 | ||||
Net loss attributable to MIC | $ (2,468) | $ (2,740) | $ (4,765) | $ (4,893) | $ (11,119) | $ (14,064) | ||||
Net loss per share attributable to Mobile Infrastructure Corporation's common stockholders - basic (in dollars per share) | $ (0.32) | $ (0.35) | $ (0.61) | $ (0.63) | $ (1.43) | $ (1.82) | ||||
Organizational, offering and other costs | $ 84 | $ 1,876 | $ 117 | $ 2,722 | $ 5,592 | $ 0 | ||||
Previously Reported [Member] | ||||||||||
Buildings and improvements | $ 271,964 | 271,046 | $ 254,482 | 271,046 | $ 271,964 | |||||
Fixed assets, net | 207 | 296 | 56 | 296 | 207 | |||||
Cash | 5,862 | 8,623 | 9,418 | 8,623 | 5,862 | |||||
Cash – restricted | 6,721 | 5,357 | 5,043 | 5,357 | 6,721 | |||||
Prepaid expenses | 1,021 | 544 | 462 | 544 | 1,021 | |||||
Accounts receivable | 2,578 | 2,494 | 3,312 | 2,494 | 2,578 | |||||
Due from related parties | 0 | 0 | 0 | 0 | 0 | |||||
Other assets | 64 | 121 | 103 | 121 | 64 | |||||
Notes Payable, Total | 148,278 | 150,299 | 205,965 | 150,299 | 148,278 | |||||
Long-Term Line of Credit, Total | 72,106 | 72,106 | ||||||||
Accounts payable and accrued liabilities | 21,604 | 18,530 | 15,589 | 18,530 | 21,604 | |||||
Security Deposit | 97 | 185 | 166 | 185 | 97 | |||||
Deferred revenue | 372 | 101 | 99 | 101 | 372 | |||||
Accumulated deficit | (106,692) | (104,541) | (102,855) | (104,541) | (106,692) | |||||
Non-controlling interest | 101,609 | 102,986 | 104,906 | 102,986 | 101,609 | |||||
Management agreement | 0 | 427 | 0 | 427 | 427 | |||||
Property taxes | 1,912 | 1,844 | 1,836 | 3,680 | 5,592 | |||||
Property operating expense | 501 | 731 | 837 | 1,568 | 2,069 | |||||
General and administrative | 2,455 | 1,882 | 1,506 | 3,388 | 5,843 | |||||
Professional fees | 525 | 532 | 1,988 | 1,562 | 2,087 | |||||
Depreciation and amortization | 2,137 | 2,021 | 1,967 | 3,988 | 6,125 | |||||
Interest expense | (3,387) | (3,168) | (2,539) | (5,707) | (9,094) | |||||
Other income | 123 | 15 | 15 | 30 | 153 | |||||
Net loss | (4,596) | (3,997) | (4,278) | (8,275) | (12,871) | |||||
Net income attributable to non-controlling interest | (2,445) | (2,311) | (2,472) | (4,783) | (7,228) | |||||
Net loss attributable to MIC | $ (2,901) | $ (2,436) | $ (2,556) | $ (4,992) | $ (7,893) | |||||
Net loss per share attributable to Mobile Infrastructure Corporation's common stockholders - basic (in dollars per share) | $ (0.37) | $ (0.31) | $ (0.33) | $ (0.64) | $ (1.02) | |||||
Organizational, offering and other costs | $ 2,168 | $ 1,567 | $ 2,525 | $ 4,693 | ||||||
Previously Reported [Member] | Revolving Credit Facility [Member] | ||||||||||
Long-Term Line of Credit, Total | 72,648 | 72,106 | $ 0 | 72,106 | 72,648 | |||||
Previously Reported [Member] | Rental Revenue [Member] | ||||||||||
Revenues | 2,173 | 2,122 | 2,051 | 4,173 | 6,346 | |||||
Previously Reported [Member] | Percentage Rent Income [Member] | ||||||||||
Revenues | 6,245 | 4,856 | 4,329 | 9,185 | 15,430 | |||||
Revision of Prior Period, Adjustment [Member] | ||||||||||
Buildings and improvements | (156) | (156) | (156) | (156) | (156) | |||||
Fixed assets, net | 0 | (81) | (43) | (81) | 0 | |||||
Cash | 0 | (441) | (548) | (441) | 0 | |||||
Cash – restricted | 0 | 226 | 333 | 226 | 0 | |||||
Prepaid expenses | (13) | (138) | 194 | (138) | (13) | |||||
Accounts receivable | (85) | (291) | (197) | (291) | (85) | |||||
Due from related parties | 156 | 156 | 156 | 156 | 156 | |||||
Other assets | 0 | (127) | (47) | (127) | 0 | |||||
Notes Payable, Total | 0 | (37) | 0 | (37) | 0 | |||||
Long-Term Line of Credit, Total | 290 | 290 | ||||||||
Accounts payable and accrued liabilities | (119) | (856) | (954) | (856) | (119) | |||||
Security Deposit | 61 | (46) | (46) | (46) | 61 | |||||
Deferred revenue | 0 | (35) | (35) | (35) | 0 | |||||
Accumulated deficit | (40) | (305) | 370 | (305) | (40) | |||||
Non-controlling interest | (56) | (352) | 850 | (352) | (56) | |||||
Management agreement | 0 | (427) | 427 | (114) | (114) | |||||
Property taxes | (106) | (105) | (205) | (105) | (106) | |||||
Property operating expense | (17) | (33) | 16 | (96) | (97) | |||||
General and administrative | 44 | (44) | 9 | (44) | (9) | |||||
Professional fees | (47) | (38) | (520) | (387) | (326) | |||||
Depreciation and amortization | (43) | 43 | 43 | 43 | (43) | |||||
Interest expense | (288) | (198) | 83 | (250) | (383) | |||||
Other income | (107) | 46 | 46 | 46 | (107) | |||||
Net loss | (96) | (656) | 1,220 | 225 | (89) | |||||
Net income attributable to non-controlling interest | (56) | (352) | 850 | 126 | (52) | |||||
Net loss attributable to MIC | $ (40) | $ (304) | $ 370 | $ 99 | $ (37) | |||||
Net loss per share attributable to Mobile Infrastructure Corporation's common stockholders - basic (in dollars per share) | $ (0.01) | $ (0.04) | $ 0.05 | $ 0.01 | $ 0.01 | |||||
Organizational, offering and other costs | $ (197) | $ 309 | $ 197 | $ 0 | ||||||
Revision of Prior Period, Adjustment [Member] | Revolving Credit Facility [Member] | ||||||||||
Long-Term Line of Credit, Total | 195 | 290 | $ 0 | 290 | 195 | |||||
Revision of Prior Period, Adjustment [Member] | Rental Revenue [Member] | ||||||||||
Revenues | 120 | (120) | (120) | (120) | 120 | |||||
Revision of Prior Period, Adjustment [Member] | Percentage Rent Income [Member] | ||||||||||
Revenues | (187) | 175 | 127 | 271 | (187) | |||||
Adjusted [Member] | ||||||||||
Buildings and improvements | 271,808 | 270,890 | 254,326 | 270,890 | 271,808 | |||||
Fixed assets, net | 207 | 215 | 13 | 215 | 207 | |||||
Cash | 5,862 | 8,182 | 8,870 | 8,182 | 5,862 | |||||
Cash – restricted | 6,721 | 5,583 | 5,376 | 5,583 | 6,721 | |||||
Prepaid expenses | 1,008 | 406 | 656 | 406 | 1,008 | |||||
Accounts receivable | 2,493 | 2,203 | 3,115 | 2,203 | 2,493 | |||||
Due from related parties | 156 | 156 | 156 | 156 | 156 | |||||
Other assets | 64 | (6) | 56 | (6) | 64 | |||||
Notes Payable, Total | 148,278 | 150,262 | 205,965 | 150,262 | 148,278 | |||||
Long-Term Line of Credit, Total | 72,396 | 72,396 | ||||||||
Accounts payable and accrued liabilities | 21,485 | 17,674 | 14,635 | 17,674 | 21,485 | |||||
Security Deposit | 158 | 139 | 120 | 139 | 158 | |||||
Deferred revenue | 372 | 66 | 64 | 66 | 372 | |||||
Accumulated deficit | (106,732) | (104,846) | (102,485) | (104,846) | (106,732) | |||||
Non-controlling interest | 101,553 | 102,634 | 105,756 | 102,634 | 101,553 | |||||
Management agreement | 0 | 0 | 0 | 427 | 313 | 313 | ||||
Property taxes | 1,709 | 1,806 | 1,739 | 1,631 | 3,575 | 5,486 | ||||
Property operating expense | 912 | 484 | 698 | 853 | 1,472 | 1,972 | ||||
General and administrative | 2,683 | 2,499 | 1,838 | 1,515 | 3,344 | 5,834 | ||||
Professional fees | 250 | 478 | 494 | 1,468 | 1,175 | 1,761 | ||||
Depreciation and amortization | 2,080 | 2,094 | 2,064 | 2,010 | 4,031 | 6,082 | ||||
Interest expense | (3,415) | (3,675) | (3,366) | (2,457) | (5,957) | (9,477) | ||||
Other income | 16 | 61 | 61 | 76 | 46 | |||||
Net loss | (5,923) | (4,692) | (4,653) | (3,058) | (8,050) | (12,960) | ||||
Net income attributable to non-controlling interest | (3,422) | (2,501) | (2,663) | (1,622) | (4,657) | (7,280) | ||||
Net loss attributable to MIC | $ (3,251) | $ (2,941) | $ (2,740) | $ (2,186) | $ (4,893) | $ (7,930) | ||||
Net loss per share attributable to Mobile Infrastructure Corporation's common stockholders - basic (in dollars per share) | $ (0.42) | $ (0.38) | $ (0.35) | $ (0.28) | $ (0.63) | $ (1.01) | ||||
Organizational, offering and other costs | $ 1,745 | $ 1,971 | $ 1,876 | $ 2,722 | $ 4,693 | |||||
Adjusted [Member] | Revolving Credit Facility [Member] | ||||||||||
Long-Term Line of Credit, Total | 72,843 | 72,396 | $ 0 | 72,396 | 72,843 | |||||
Adjusted [Member] | Rental Revenue [Member] | ||||||||||
Revenues | 2,119 | 2,293 | 2,002 | 1,931 | 4,053 | 6,466 | ||||
Adjusted [Member] | Percentage Rent Income [Member] | ||||||||||
Revenues | $ 4,785 | $ 6,058 | $ 5,031 | $ 4,456 | $ 9,456 | $ 15,243 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) -Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Total revenues | $ 7,214 | $ 7,033 | $ 14,317 | $ 13,822 | $ 29,101 | $ 20,424 | ||||
Property operating expense | 533 | 698 | 1,051 | 1,472 | 2,947 | 1,583 | ||||
Organizational, offering and other costs | 84 | 1,876 | 117 | 2,722 | 5,592 | 0 | ||||
Total expenses | 10,936 | 12,075 | 22,056 | 22,276 | 47,809 | 31,526 | ||||
Gains (Losses) on Sales of Other Real Estate | 0 | 0 | 660 | 0 | (52) | 0 | ||||
PPP loan forgiveness | 0 | 328 | 0 | 328 | 328 | 348 | ||||
Total other income (expense) | 15 | 389 | 690 | 404 | 382 | (1,259) | ||||
Net loss attributable to Mobile Infrastructure Corporation's stockholders | (1,718) | (1,990) | (3,265) | (3,393) | (8,119) | (11,064) | ||||
Net loss attributable to MIC | $ (2,468) | $ (2,740) | $ (4,765) | $ (4,893) | $ (11,119) | $ (14,064) | ||||
Net loss per share attributable to Mobile Infrastructure Corporation's common stockholders - basic (in dollars per share) | $ (0.32) | $ (0.35) | $ (0.61) | $ (0.63) | $ (1.43) | $ (1.82) | ||||
Net loss per share attributable to Mobile Infrastructure Corporation's common stockholders - diluted (in dollars per share) | $ (0.32) | $ (0.35) | $ (0.61) | $ (0.63) | $ (1.43) | $ (1.82) | ||||
Weighted average common shares outstanding, basic (in shares) | 7,762,375 | 7,762,375 | 7,762,375 | 7,762,375 | 7,762,375 | 7,741,192 | ||||
Weighted average common shares outstanding, diluted (in shares) | 7,762,375 | 7,762,375 | 7,762,375 | 7,762,375 | 7,762,375 | 7,741,192 | ||||
Adjusted [Member] | ||||||||||
Management agreement | $ 0 | $ 0 | $ 0 | $ 427 | $ 313 | $ 313 | ||||
Total revenues | 6,904 | 8,351 | 7,033 | 6,814 | ||||||
Property taxes | 1,709 | 1,806 | 1,739 | 1,631 | 3,575 | 5,486 | ||||
Property operating expense | 912 | 484 | 698 | 853 | 1,472 | 1,972 | ||||
Interest expense | 3,415 | 3,675 | 3,366 | 2,457 | 5,957 | 9,477 | ||||
Depreciation and amortization | 2,080 | 2,094 | 2,064 | 2,010 | 4,031 | 6,082 | ||||
General and administrative | 2,683 | 2,499 | 1,838 | 1,515 | 3,344 | 5,834 | ||||
Professional fees | 250 | 478 | 494 | 1,468 | 1,175 | 1,761 | ||||
Organizational, offering and other costs | 1,745 | 1,971 | 1,876 | 2,722 | 4,693 | |||||
Total expenses | 12,794 | 13,007 | 12,075 | 9,933 | ||||||
Gains (Losses) on Sales of Other Real Estate | 0 | (52) | 0 | 0 | ||||||
PPP loan forgiveness | 0 | 0 | 328 | 0 | ||||||
Other income | (32) | 16 | 61 | 61 | ||||||
Total other income (expense) | (32) | (36) | 389 | 61 | ||||||
Net loss | (5,923) | (4,692) | (4,653) | (3,058) | (8,050) | (12,960) | ||||
Net income attributable to non-controlling interest | (3,422) | (2,501) | (2,663) | (1,622) | (4,657) | (7,280) | ||||
Net loss attributable to Mobile Infrastructure Corporation's stockholders | (2,501) | (2,191) | (1,990) | (1,436) | ||||||
Net loss attributable to MIC | $ (3,251) | $ (2,941) | $ (2,740) | $ (2,186) | $ (4,893) | $ (7,930) | ||||
Net loss per share attributable to Mobile Infrastructure Corporation's common stockholders - basic (in dollars per share) | $ (0.42) | $ (0.38) | $ (0.35) | $ (0.28) | $ (0.63) | $ (1.01) | ||||
Net loss per share attributable to Mobile Infrastructure Corporation's common stockholders - diluted (in dollars per share) | $ (0.42) | $ (0.38) | $ (0.35) | $ (0.28) | ||||||
Weighted average common shares outstanding, basic (in shares) | 7,762,375 | 7,762,375 | 7,762,375 | 7,762,375 | ||||||
Weighted average common shares outstanding, diluted (in shares) | 7,762,375 | 7,762,375 | 7,762,375 | 7,762,375 | ||||||
Series A Preferred Stock [Member] | ||||||||||
Preferred stock distributions declared | $ (54) | $ (54) | $ (108) | $ (108) | $ (216) | $ (216) | ||||
Series A Preferred Stock [Member] | Adjusted [Member] | ||||||||||
Preferred stock distributions declared | $ (54) | $ (54) | (54) | $ (54) | ||||||
Series1 Preferred Stock [Member] | ||||||||||
Preferred stock distributions declared | $ (696) | (696) | $ (1,392) | (1,392) | $ (2,784) | $ (2,784) | ||||
Series1 Preferred Stock [Member] | Adjusted [Member] | ||||||||||
Preferred stock distributions declared | (696) | (696) | (696) | (696) | ||||||
Rental Revenue [Member] | Adjusted [Member] | ||||||||||
Revenues | 2,119 | 2,293 | 2,002 | 1,931 | 4,053 | $ 6,466 | ||||
Percentage Rent Income [Member] | Adjusted [Member] | ||||||||||
Revenues | $ 4,785 | $ 6,058 | $ 5,031 | $ 4,456 | $ 9,456 | $ 15,243 |
Schedule III - Real Estate an_3
Schedule III - Real Estate and Accumulated Depreciation (Details Textual) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Federal Income Tax Basis | $ 413,300 | ||
Real Estate Investments, Intangible Assets | $ 10,131 | 10,106 | $ 9,756 |
Construction in Progress, Gross | $ 1,420 | $ 1,206 | $ 89 |
Building [Member] | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, Life Used for Depreciation (Year) | 39 years | ||
Building [Member] | Maximum [Member] | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, Life Used for Depreciation (Year) | 40 years | ||
Building Improvements [Member] | Minimum [Member] | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, Life Used for Depreciation (Year) | 1 year | ||
Building Improvements [Member] | Maximum [Member] | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, Life Used for Depreciation (Year) | 20 years |
Schedule III - Real Estate an_4
Schedule III - Real Estate and Accumulated Depreciation - Real Estate and Accumulated Depreciation (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Encumbrances | $ 148,922 | ||||
Initial Cost of Land | 175,770 | ||||
Initial Cost of Building and Improvements | 265,190 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 14,931 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 166,921 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 272,605 | |||
Investment in Real Estate, Gross | [2] | 439,526 | [1] | $ 420,603 | $ 292,076 |
Investment in Real Estate, Accumulated Depreciation | 28,763 | [3] | $ 21,348 | $ 15,890 | |
West 9th Street [Member] | |||||
Encumbrances | [4] | 4,497 | |||
Initial Cost of Land | [4] | 5,675 | |||
Initial Cost of Building and Improvements | [4] | 0 | |||
Cost Capitalized Subsequent to Acquisition, Improvements | [4] | 243 | |||
Cost Capitalized Subsequent to Acquisition, Cost | [4] | 0 | |||
Land, Amount | [1],[4] | 5,918 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1],[4] | 0 | |||
Investment in Real Estate, Gross | [1],[4] | 5,918 | |||
Investment in Real Estate, Accumulated Depreciation | [3],[4] | $ 60 | |||
Life Used for Depreciation (Year) | [4] | 15 years | |||
Crown Colony [Member] | |||||
Encumbrances | [4] | $ 0 | |||
Initial Cost of Land | [4] | 3,030 | |||
Initial Cost of Building and Improvements | [4] | 0 | |||
Cost Capitalized Subsequent to Acquisition, Improvements | [4] | 19 | |||
Cost Capitalized Subsequent to Acquisition, Cost | [4] | 0 | |||
Land, Amount | [1],[4] | 2,954 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1],[4] | 0 | |||
Investment in Real Estate, Gross | [1],[4] | 2,954 | |||
Investment in Real Estate, Accumulated Depreciation | [3],[4] | $ 7 | |||
Life Used for Depreciation (Year) | [4] | 15 years | |||
Cincinnati Race Street [Member] | |||||
Encumbrances | $ 3,450 | ||||
Initial Cost of Land | 2,142 | ||||
Initial Cost of Building and Improvements | 2,358 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 1,870 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 1,904 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 3,966 | |||
Investment in Real Estate, Gross | [1] | 5,870 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | $ 943 | |||
Cincinnati Race Street [Member] | Maximum [Member] | |||||
Life Used for Depreciation (Year) | 39 years | ||||
Cincinnati Race Street [Member] | Minimum [Member] | |||||
Life Used for Depreciation (Year) | 15 years | ||||
St Louis Washington [Member] | |||||
Encumbrances | $ 1,274 | ||||
Initial Cost of Land | 3,000 | ||||
Initial Cost of Building and Improvements | 0 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 7 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 1,637 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 0 | |||
Investment in Real Estate, Gross | [1] | 1,637 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | $ 2 | |||
Life Used for Depreciation (Year) | 15 years | ||||
St Paul Holiday Garage [Member] | |||||
Encumbrances | $ 3,814 | ||||
Initial Cost of Land | 1,673 | ||||
Initial Cost of Building and Improvements | 6,527 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 385 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 1,673 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 6,912 | |||
Investment in Real Estate, Gross | [1] | 8,585 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | $ 1,145 | |||
St Paul Holiday Garage [Member] | Maximum [Member] | |||||
Life Used for Depreciation (Year) | 39 years | ||||
St Paul Holiday Garage [Member] | Minimum [Member] | |||||
Life Used for Depreciation (Year) | 15 years | ||||
Louisville Station [Member] | |||||
Encumbrances | $ 1,682 | ||||
Initial Cost of Land | 3,050 | ||||
Initial Cost of Building and Improvements | 0 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 57 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 3,007 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 0 | |||
Investment in Real Estate, Gross | [1] | 3,007 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | $ 22 | |||
Life Used for Depreciation (Year) | 15 years | ||||
Whitefront Garage [Member] | |||||
Encumbrances | $ 6,454 | ||||
Initial Cost of Land | 3,116 | ||||
Initial Cost of Building and Improvements | 8,380 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 176 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 3,116 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 8,556 | |||
Investment in Real Estate, Gross | [1] | 11,672 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | $ 1,407 | |||
Whitefront Garage [Member] | Maximum [Member] | |||||
Life Used for Depreciation (Year) | 39 years | ||||
Whitefront Garage [Member] | Minimum [Member] | |||||
Life Used for Depreciation (Year) | 15 years | ||||
Cleveland Lincoln Garage [Member] | |||||
Encumbrances | $ 3,691 | ||||
Initial Cost of Land | 2,195 | ||||
Initial Cost of Building and Improvements | 5,122 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 5,163 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 1,378 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 8,377 | |||
Investment in Real Estate, Gross | [1] | 9,755 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | $ 1,789 | |||
Cleveland Lincoln Garage [Member] | Maximum [Member] | |||||
Life Used for Depreciation (Year) | 39 years | ||||
Cleveland Lincoln Garage [Member] | Minimum [Member] | |||||
Life Used for Depreciation (Year) | 15 years | ||||
Houston Preston [Member] | |||||
Encumbrances | $ 1,627 | ||||
Initial Cost of Land | 2,800 | ||||
Initial Cost of Building and Improvements | 0 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 20 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 2,820 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 0 | |||
Investment in Real Estate, Gross | [1] | 2,820 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | $ 7 | |||
Life Used for Depreciation (Year) | 15 years | ||||
Houston San Jacinto [Member] | |||||
Encumbrances | $ 1,820 | ||||
Initial Cost of Land | 3,200 | ||||
Initial Cost of Building and Improvements | 0 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 50 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 3,250 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 0 | |||
Investment in Real Estate, Gross | [1] | 3,250 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | $ 18 | |||
Life Used for Depreciation (Year) | 15 years | ||||
M V P Detroit Center Garage [Member] | |||||
Encumbrances | $ 27,625 | ||||
Initial Cost of Land | 7,000 | ||||
Initial Cost of Building and Improvements | 48,000 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 743 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 7,000 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 48,743 | |||
Investment in Real Estate, Gross | [1] | 55,743 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | $ 7,504 | |||
M V P Detroit Center Garage [Member] | Maximum [Member] | |||||
Life Used for Depreciation (Year) | 39 years | ||||
M V P Detroit Center Garage [Member] | Minimum [Member] | |||||
Life Used for Depreciation (Year) | 15 years | ||||
St Louis Broadway [Member] | |||||
Encumbrances | $ 1,671 | ||||
Initial Cost of Land | 2,400 | ||||
Initial Cost of Building and Improvements | 0 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 0 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 2,400 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 0 | |||
Investment in Real Estate, Gross | [1] | 2,400 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | 0 | |||
St Louis Seventh Cerre [Member] | |||||
Encumbrances | 2,057 | ||||
Initial Cost of Land | 3,300 | ||||
Initial Cost of Building and Improvements | 0 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 0 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 3,300 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 0 | |||
Investment in Real Estate, Gross | [1] | 3,300 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | 0 | |||
M V P Preferred Parking [Member] | |||||
Encumbrances | 11,257 | ||||
Initial Cost of Land | 15,800 | ||||
Initial Cost of Building and Improvements | 4,700 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 720 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 15,230 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 5,250 | |||
Investment in Real Estate, Gross | [1] | 20,480 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | $ 857 | |||
M V P Preferred Parking [Member] | Maximum [Member] | |||||
Life Used for Depreciation (Year) | 39 years | ||||
M V P Preferred Parking [Member] | Minimum [Member] | |||||
Life Used for Depreciation (Year) | 15 years | ||||
M V P Raider Park Garage [Member] | |||||
Initial Cost of Land | $ 2,005 | ||||
Initial Cost of Building and Improvements | 9,057 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 2,713 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 2,005 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 11,770 | |||
Investment in Real Estate, Gross | [1] | 13,775 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | $ 1,741 | |||
M V P Raider Park Garage [Member] | Maximum [Member] | |||||
Life Used for Depreciation (Year) | 39 years | ||||
M V P Raider Park Garage [Member] | Minimum [Member] | |||||
Life Used for Depreciation (Year) | 15 years | ||||
M V P P F Memphis Poplar2013 [Member] | |||||
Encumbrances | $ 1,800 | ||||
Initial Cost of Land | 3,658 | ||||
Initial Cost of Building and Improvements | 0 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 24 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 3,670 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 12 | |||
Investment in Real Estate, Gross | [1] | 3,682 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | $ 17 | |||
Life Used for Depreciation (Year) | 15 years | ||||
M V P P F St Louis2013 [Member] | |||||
Encumbrances | $ 3,700 | ||||
Initial Cost of Land | 5,041 | ||||
Initial Cost of Building and Improvements | 0 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 0 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 5,041 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 0 | |||
Investment in Real Estate, Gross | [1] | 5,041 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | $ 36 | |||
Life Used for Depreciation (Year) | 15 years | ||||
Mabley Place Garage [Member] | |||||
Encumbrances | $ 7,635 | ||||
Initial Cost of Land | 1,585 | ||||
Initial Cost of Building and Improvements | 19,018 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 971 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 1,360 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 17,214 | |||
Investment in Real Estate, Gross | [1] | 18,574 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | $ 2,339 | |||
Mabley Place Garage [Member] | Maximum [Member] | |||||
Life Used for Depreciation (Year) | 39 years | ||||
Mabley Place Garage [Member] | Minimum [Member] | |||||
Life Used for Depreciation (Year) | 15 years | ||||
M V P Denver Sherman [Member] | |||||
Encumbrances | $ 264 | ||||
Initial Cost of Land | 705 | ||||
Initial Cost of Building and Improvements | 0 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 0 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 705 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 0 | |||
Investment in Real Estate, Gross | [1] | 705 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | 0 | |||
M V P Fort Worth Taylor [Member] | |||||
Encumbrances | 11,189 | ||||
Initial Cost of Land | 2,845 | ||||
Initial Cost of Building and Improvements | 24,405 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 5 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 2,845 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 24,410 | |||
Investment in Real Estate, Gross | [1] | 27,255 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | $ 3,169 | |||
M V P Fort Worth Taylor [Member] | Maximum [Member] | |||||
Life Used for Depreciation (Year) | 39 years | ||||
M V P Fort Worth Taylor [Member] | Minimum [Member] | |||||
Life Used for Depreciation (Year) | 15 years | ||||
MVP Milwaukee Old World [Member] | |||||
Encumbrances | $ 1,871 | ||||
Initial Cost of Land | 2,003 | ||||
Initial Cost of Building and Improvements | 0 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 8 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 2,003 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 8 | |||
Investment in Real Estate, Gross | [1] | 2,011 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | $ 24 | |||
Life Used for Depreciation (Year) | 15 years | ||||
M V P Houston Saks Garage [Member] | |||||
Encumbrances | $ 2,963 | ||||
Initial Cost of Land | 4,931 | ||||
Initial Cost of Building and Improvements | 5,221 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 177 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 3,713 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 4,116 | |||
Investment in Real Estate, Gross | [1] | 7,829 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | $ 604 | |||
M V P Houston Saks Garage [Member] | Maximum [Member] | |||||
Life Used for Depreciation (Year) | 39 years | ||||
M V P Houston Saks Garage [Member] | Minimum [Member] | |||||
Life Used for Depreciation (Year) | 15 years | ||||
M V P Milwaukee Wells [Member] | |||||
Initial Cost of Land | $ 4,994 | ||||
Initial Cost of Building and Improvements | 0 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 0 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 4,374 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 0 | |||
Investment in Real Estate, Gross | [1] | 4,374 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | $ 83 | |||
Life Used for Depreciation (Year) | 15 years | ||||
M V P Wildwood N J Lot [Member] | |||||
Encumbrances | [5] | $ 1,000 | |||
Initial Cost of Land | [5] | 1,631 | |||
Initial Cost of Building and Improvements | [5] | 0 | |||
Cost Capitalized Subsequent to Acquisition, Improvements | [5] | 0 | |||
Cost Capitalized Subsequent to Acquisition, Cost | [5] | 0 | |||
Land, Amount | [1],[5] | 696 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1],[5] | 0 | |||
Investment in Real Estate, Gross | [1],[5] | 696 | |||
Investment in Real Estate, Accumulated Depreciation | [3],[5] | 0 | |||
M V P Indianapolis City Park [Member] | |||||
Initial Cost of Land | 2,056 | ||||
Initial Cost of Building and Improvements | 8,557 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 114 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 2,056 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 8,671 | |||
Investment in Real Estate, Gross | [1] | 10,727 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | $ 1,146 | |||
M V P Indianapolis City Park [Member] | Maximum [Member] | |||||
Life Used for Depreciation (Year) | 39 years | ||||
M V P Indianapolis City Park [Member] | Minimum [Member] | |||||
Life Used for Depreciation (Year) | 15 years | ||||
M V P Indianapolis W A Street Lot [Member] | |||||
Initial Cost of Land | [6] | $ 5,618 | |||
Initial Cost of Building and Improvements | 0 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 0 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 5,618 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 0 | |||
Investment in Real Estate, Gross | [1] | 5,618 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | $ 27 | |||
Life Used for Depreciation (Year) | 15 years | ||||
M V P Minneapolis Venture [Member] | |||||
Encumbrances | $ 4,000 | ||||
Initial Cost of Land | 4,013 | ||||
Initial Cost of Building and Improvements | 0 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 109 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 4,013 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 109 | |||
Investment in Real Estate, Gross | [1] | 4,122 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | 1 | |||
M V P Indianapolis Meridian Lot [Member] | |||||
Encumbrances | 938 | ||||
Initial Cost of Land | 1,573 | ||||
Initial Cost of Building and Improvements | 0 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 0 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 1,523 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 0 | |||
Investment in Real Estate, Gross | [1] | 1,523 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | $ 7 | |||
Life Used for Depreciation (Year) | 15 years | ||||
MVP Milwaukee Clybourn [Member] | |||||
Encumbrances | $ 191 | ||||
Initial Cost of Land | 257 | ||||
Initial Cost of Building and Improvements | 0 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 0 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 257 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 0 | |||
Investment in Real Estate, Gross | [1] | 257 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | $ 3 | |||
Life Used for Depreciation (Year) | 15 years | ||||
M V P Milwaukee Arena [Member] | |||||
Encumbrances | $ 1,977 | ||||
Initial Cost of Land | 4,631 | ||||
Initial Cost of Building and Improvements | 0 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 22 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 4,641 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 12 | |||
Investment in Real Estate, Gross | [1] | 4,653 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | 0 | |||
MVP Clarksburg Lot [Member] | |||||
Encumbrances | 379 | ||||
Initial Cost of Land | 701 | ||||
Initial Cost of Building and Improvements | 0 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 0 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 611 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 0 | |||
Investment in Real Estate, Gross | [1] | 611 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | $ 3 | |||
Life Used for Depreciation (Year) | 15 years | ||||
M V P Denver1935 Sherman [Member] | |||||
Encumbrances | $ 703 | ||||
Initial Cost of Land | 2,533 | ||||
Initial Cost of Building and Improvements | 0 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 0 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 2,533 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 0 | |||
Investment in Real Estate, Gross | [1] | 2,533 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | 0 | |||
M V P Bridgeport Fairfield Garage [Member] | |||||
Encumbrances | 3,664 | ||||
Initial Cost of Land | 498 | ||||
Initial Cost of Building and Improvements | 7,555 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 12 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 498 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 7,567 | |||
Investment in Real Estate, Gross | [1] | 8,065 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | $ 1,027 | |||
M V P Bridgeport Fairfield Garage [Member] | Maximum [Member] | |||||
Life Used for Depreciation (Year) | 39 years | ||||
M V P Bridgeport Fairfield Garage [Member] | Minimum [Member] | |||||
Life Used for Depreciation (Year) | 15 years | ||||
Minneapolis City Parking [Member] | |||||
Encumbrances | $ 4,379 | ||||
Initial Cost of Land | 9,633 | ||||
Initial Cost of Building and Improvements | 0 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 0 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 7,513 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 0 | |||
Investment in Real Estate, Gross | [1] | 7,513 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | $ 100 | |||
Life Used for Depreciation (Year) | 15 years | ||||
M V P New Orleans Rampart [Member] | |||||
Initial Cost of Land | $ 8,105 | ||||
Initial Cost of Building and Improvements | 0 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 0 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 7,835 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 0 | |||
Investment in Real Estate, Gross | [1] | 7,835 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | 0 | |||
M V P Hawaii Marks [Member] | |||||
Initial Cost of Land | 9,119 | ||||
Initial Cost of Building and Improvements | 11,715 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 421 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 8,570 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 11,435 | |||
Investment in Real Estate, Gross | [1] | 20,005 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | $ 1,406 | |||
M V P Hawaii Marks [Member] | Maximum [Member] | |||||
Life Used for Depreciation (Year) | 39 years | ||||
M V P Hawaii Marks [Member] | Minimum [Member] | |||||
Life Used for Depreciation (Year) | 15 years | ||||
One W7 Carpark [Member] | |||||
Initial Cost of Land | $ 2,995 | ||||
Initial Cost of Building and Improvements | 28,762 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 18 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 2,995 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 28,780 | |||
Investment in Real Estate, Gross | [1] | 31,775 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | $ 988 | |||
One W7 Carpark [Member] | Maximum [Member] | |||||
Life Used for Depreciation (Year) | 39 years | ||||
One W7 Carpark [Member] | Minimum [Member] | |||||
Life Used for Depreciation (Year) | 15 years | ||||
Two Two Two W7 [Member] | |||||
Initial Cost of Land | $ 4,391 | ||||
Initial Cost of Building and Improvements | 23,879 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 85 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 4,391 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 23,964 | |||
Investment in Real Estate, Gross | [1] | 28,355 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | $ 823 | |||
Life Used for Depreciation (Year) | 39 years | ||||
Three Two Two Streeter [Member] | |||||
Encumbrances | $ 25,352 | ||||
Initial Cost of Land | 11,387 | ||||
Initial Cost of Building and Improvements | 27,035 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 405 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 11,387 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 27,440 | |||
Investment in Real Estate, Gross | [1] | 38,827 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | $ 941 | |||
Life Used for Depreciation (Year) | 39 years | ||||
Second Street [Member] | |||||
Encumbrances | $ 0 | ||||
Initial Cost of Land | 93 | ||||
Initial Cost of Building and Improvements | 0 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 0 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 93 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 0 | |||
Investment in Real Estate, Gross | [1] | 93 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | 0 | |||
Denver1725 Champa Street Garage [Member] | |||||
Initial Cost of Land | 7,414 | ||||
Initial Cost of Building and Improvements | 8,860 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 362 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 7,414 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 9,222 | |||
Investment in Real Estate, Gross | [1] | 16,636 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | $ 275 | |||
Life Used for Depreciation (Year) | 39 years | ||||
Bricktown [Member] | |||||
Initial Cost of Land | $ 1,314 | ||||
Initial Cost of Building and Improvements | 16,020 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 32 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 1,314 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 16,052 | |||
Investment in Real Estate, Gross | [1] | 17,366 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | $ 241 | |||
Life Used for Depreciation (Year) | 39 years | ||||
M V P St Louis Cardinal Lot D S T [Member] | |||||
Encumbrances | $ 6,000 | ||||
Initial Cost of Land | 11,660 | ||||
Initial Cost of Building and Improvements | 19 | ||||
Cost Capitalized Subsequent to Acquisition, Improvements | 0 | ||||
Cost Capitalized Subsequent to Acquisition, Cost | 0 | ||||
Land, Amount | [1] | 11,660 | |||
Investment in Real Estate and Accumulated Depreciation, Building and Improvements, Amount | [1] | 19 | |||
Investment in Real Estate, Gross | [1] | 11,679 | |||
Investment in Real Estate, Accumulated Depreciation | [3] | $ 1 | |||
[1]The aggregate gross cost of property included above for federal income tax purposes approximately $413.3 million as of December 31, 2022.[2]This amount does not include intangible assets and construction in progress totaling approximately $10.1 million and $1.2 million, respectively, as of December 31, 2022 and approximately $9.8 million and $0.1 million as of December 31, 2021, respectively.[3]The initial costs of buildings are depreciated over 39 years using a straight-line method of accounting; improvements capitalized subsequent to acquisition are depreciated over the shorter of the lease term or useful life, generally ranging from one to 20 years.[4]These properties are held by West 9th St. Properties II, LLC[5]Wildwood lot classified as held for sale at December 31, 2022[6]Property financed under the Revolving Credit Facility |
Schedule III - Real Estate an_5
Schedule III - Real Estate and Accumulated Depreciation - Changes in Real Estate Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | |||
Balance at beginning of period | [1] | $ 420,603 | $ 292,076 | |
Acquisitions | 17,334 | 126,651 | ||
Improvements | 2,289 | 1,876 | ||
Dispositions | (700) | 0 | ||
Impairments | 0 | 0 | ||
Balance at close of period | [1] | $ 439,526 | [2] | $ 420,603 |
[1]This amount does not include intangible assets and construction in progress totaling approximately $10.1 million and $1.2 million, respectively, as of December 31, 2022 and approximately $9.8 million and $0.1 million as of December 31, 2021, respectively.[2]The aggregate gross cost of property included above for federal income tax purposes approximately $413.3 million as of December 31, 2022. |
Schedule III - Real Estate an_6
Schedule III - Real Estate and Accumulated Depreciation - Changes in Accumulated Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Balance at beginning of period | $ 21,348 | $ 15,890 | |
Deductions during period: | 0 | 0 | |
Depreciation of real estate | 7,415 | 5,458 | |
Balance at close of period | $ 28,763 | [1] | $ 21,348 |
[1]The initial costs of buildings are depreciated over 39 years using a straight-line method of accounting; improvements capitalized subsequent to acquisition are depreciated over the shorter of the lease term or useful life, generally ranging from one to 20 years. |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption (Details) | 6 Months Ended | 10 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 USD ($) vote Vote $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) vote Vote $ / shares shares | Dec. 13, 2022 shares | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Aug. 25, 2021 $ / shares | |
Temporary Equity [Line Items] | |||||||
Common shares, shares authorized | shares | 98,999,000 | 98,999,000 | 98,999,000 | ||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Fifth Wall Acquisition Corp. III [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Number of votes per share | Vote | 1 | 1 | |||||
Ordinary shares, shares subject to possible redemption | shares | 27,500,000 | ||||||
Gross proceeds | $ 275,000,000 | $ 275,000,000 | |||||
Offering costs allocated to Class A ordinary shares subject to possible redemption | (16,046,813) | (16,046,813) | |||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | (3,166,410) | ||||||
Accretion of carrying value to redemption value | $ 3,609,375 | 16,046,813 | 16,046,813 | ||||
Waiver of offering costs allocated to Class A ordinary shares subject to possible redemption | 2,090,559 | 6,015,625 | |||||
Class A ordinary shares subject to possible redemption | 4,768,583 | $ 275,000,000 | $ 277,849,215 | ||||
Redemptions | $ (278,780,559) | ||||||
Class A ordinary shares [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | ||||||
Class A ordinary shares [Member] | Fifth Wall Acquisition Corp. III [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Common shares, shares authorized | shares | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | |||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Number of votes per share | vote | 1 | 1 | |||||
Common shares, shares outstanding (in shares) | shares | 1,348,302 | 28,407,000 | 28,407,000 | ||||
Class A ordinary shares subject to possible redemption | $ 91 | $ 91 | |||||
Class A Common Stock Subject to Redemption [Member] | Fifth Wall Acquisition Corp. III [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Ordinary shares, shares subject to possible redemption | shares | 441,302 | 27,500,000 | 27,500,000 | ||||
Class A ordinary shares subject to possible redemption | $ 4,768,583 | $ 275,000,000 | $ 277,849,215 | $ 275,905,944 | $ 275,043,954 |