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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 15, 2024
MOBILE
INFRASTRUCTURE CORPORATION
(Exact
name of registrant as specified in its charter)
Maryland |
|
001-40415 |
|
98-1583957 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification No.) |
30
W. 4th Street
Cincinnati,
Ohio |
|
45202 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (513) 834-5110
Not
applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, $0.0001 par value per share |
|
BEEP |
|
NYSE
American LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
2.02 Results of Operations and Financial Condition.
On
May 15, 2024, Mobile Infrastructure Corporation (the “Company”) issued a press release (the “Earnings Press
Release”) regarding the Company’s financial results for its first fiscal quarter ended March 31, 2024. A copy of the
Earnings Press Release is furnished hereto as Exhibit 99.1.
The
information contained in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act
of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
May 15, 2024, the board of directors (the “Board”) of the Company announced that it appointed Paul Gohr, age 42, as
Chief Financial Officer of the Company, effective May 16, 2024 (the “Effective Date”). In addition, in connection
with Mr. Gohr’s appointment, the Company announced that Stephanie Hogue, the Company’s current President, Chief Financial
Officer, Secretary and Treasurer, resigned from her role as Chief Financial Officer of the Company, effective as of the Effective Date.
Ms. Hogue will remain the Company’s President, Secretary and Treasurer.
From
2014 to 2023, Mr. Gohr served as Chief Accounting Officer and Vice President of Corporate Finance of CECO Environmental Corp. (NASDAQ:
CECO), a leading environmentally focused, diversified industrial company whose solutions protect people, the environment, and industrial
equipment across the globe. In this role, Mr. Gohr lead several corporate functions including finance, accounting, treasury, and tax.
From 2004 to 2014, Mr. Gohr served in various roles of increasing responsibility within Grant Thornton LLP, a global public accounting
firm, most recently as a Senior Manager of Audit Services. While at Grant Thornton LLP, Mr. Gohr served a broad base of both public and
private companies, many of which were growth oriented and acquisitive in nature. Mr. Gohr is a Certified Public Accountant. Mr. Gohr
earned a Bachelor’s degree in Business, Accountancy and a Masters of Accountancy degree from Miami University.
In
connection with Mr. Gohr’s appointment as Chief Financial Officer, the Company entered into an offer letter with Mr. Gohr (the
“Offer Letter”). Pursuant to the Offer Letter, for fiscal year 2024 Mr. Gohr will be entitled to receive (i) an annualized
base salary of $300,000, (ii) a target annual bonus of $100,000 (or 33% of his annual base salary), prorated for the portion of the fiscal
year served after the Effective Date, (iii) a grant of restricted stock units (“RSUs”) with a grant date fair market
value of $400,000, of which (A) fifty percent (50%) of the RSUs will vest in three equal installements on the anniversary of the Effective
Date and (B) fifty percent (50%) of the RSUs will vest upon the satisfaction of performance conditions to be set by the compensation
committee of the Board and (iv) a one time grant of 200,000 RSUs, of which (A) fifty percent (50%) of the RSUs will vest if the volume-weighted
average price (“VWAP”) per share of the Company’s common stock, par value $0.0001 per share (the “Common
Stock”), for any five-day period equals or exceeds $13.00 per share on or prior to December 31, 2026 and (B) fifty percent
(50%) of the RSUs will vest if the VWAP per share for any five-day period equals or exceeds $16.00 per share on or prior to December
31, 2028. In addition, Mr. Gohr will be eligible to participate in the health insurance, life insurance, disability benefits, other welfare
programs and retirement plans that will be provided generally to employees of the Company. Mr. Gohr’s employment with the Company
may be terminated at-will by either party at any time and for any reason, with or without cause or notice. In the event of a change of
control of the Company within the first 12 months of Mr. Gohr’s employment at the Company, Mr. Gohr will be entitled to receive
an amount equal to his annual cash compensation.
There
is no arrangement or understanding between Mr. Gohr and any other person(s) pursuant to which he was appointed to serve as Chief Financial
Officer, and Mr. Gohr does not have any family relationships with any of the officers or directors of the Company. Mr. Gohr has no direct
or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under
the Exchange Act.
The
foregoing description of the Offer Letter is not complete and is qualified in its entirety by reference to the full text of the Offer
Letter filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
May 15, 2024, the Company made available on its website at https://ir.mobileit.com the Earnings Press Release regarding the Company’s
financial results for its first fiscal quarter ended March 31, 2024.
In
addition, on May 15, 2024, the Company issued a press release (“Appointment Press Release”) announcing the appointment
of Mr. Gohr as the Company’s new Chief Financial Officer. A copy of the Appointment Press Release is furnished as Exhibit 99.2
to this Current Report on Form 8-K and is incorporated herein by reference.
The
information contained in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated
by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference
in such a filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
MOBILE
INFRASTRUCTURE CORPORATION |
|
|
|
Date:
May 15, 2024 |
By: |
/s/
Stephanie Hogue |
|
Name: |
Stephanie
Hogue |
|
Title: |
Chief
Financial Officer |
EXHIBIT
10.1
![](https://www.sec.gov/Archives/edgar/data/1847874/000149315224019982/ex10-1_001.jpg)
Employment
Offer Letter
April
27, 2024
Dear
Paul:
I
am pleased to provide you with the terms and conditions of your employment with Mobile Infrastructure Corporation (the “Company”
or “Mobile”).
1.
Position. Effective May 16, 2024, your position will be that of Chief Financial Officer, reporting to the Chief Executive Officer
and President of Mobile Infrastructure Corporation. You will perform your duties in Cincinnati, Ohio at our headquarter office location
located at 30 West 4th Street, Cincinnati, OH. Through your leadership of the team reporting to you, you will be responsible
for the following duties, which include but are not limited to:
Immediate
Objectives:
|
● |
Ensure
timely and accurate internal and external financial reporting (including all SEC filings) and cogent memos/explanations of performance
(including MD&A). |
|
● |
Establish
and maintain a sound and SOX-compliant internal control environment, working to remediate material weaknesses in 2024. |
|
● |
Work
with the CEO, President and Asset management team to build and maintain a financial planning and budgeting framework. |
|
● |
Oversee
business analytics, dashboards and ad hoc profitability analyses to illuminate performance and/or key performance drivers. |
|
● |
Monitor
financial performance vis-à-vis budget and prior period results and investigate/analyze significant variances and trends,
assisting the CEO and President in developing a story behind the numbers for the board and external stakeholders. |
|
● |
Oversee
internal treasury and cash management activities to ensure cash flow is maximized. |
|
● |
Work
closely with senior leadership on M&A and lead the integration of acquired entities and properties. |
|
● |
Lead,
develop and, as necessary, augment the finance and accounting team to execute the responsibilities listed above. |
Ongoing
Objectives:
|
● |
Establish
strong, partner-like relationships with the CEO and President, other members of the senior leadership team and board of directors,
based on deep financial acumen and knowledge of the Company’s business, strategy, plans and performance. Anticipate key issues
and informational needs that will enhance shareholder value. |
|
● |
Ensure
the Company continues to have sufficient access to capital, liquidity, and funding sources, in order to support ambitious growth
initiatives and M&A. Regularly review financial risk policies and exposures to confirm prudent processes are in place. |
|
● |
In
partnership with the company’s Chief Executive Officer & President, evaluate and drive forward M&A opportunities. Assess
the potential transaction to validate the investment thesis and objectively weigh its risks and rewards. |
|
● |
Develop
quality relationships with key external constituencies including equity research analysts, institutional investors, rating agencies,
and other key external advisors. Ensure the integrity of all financial and regulatory reporting, controls, processes and treasury
systems. Maintain strong relationship with auditors and the Chair of the Audit Committee. |
|
● |
Elevate
the Company’s brand and actively participate in relevant industry events. |
You
agree to devote your full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the
business and interests of the Company and to the discharge of your duties and responsibilities for the Company.
2.
Starting Date/Period of Employment. Your employment shall commence on 5/13/24 (Start Date). Your employment with the Company will
be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or
without cause or notice.
3.
Annual Cash Compensation. Your Base Salary will be an annualized amount of $300,000 less all applicable deductions and taxes,
payable in accordance with the regular payroll practices of the Company. In addition, your Target Short Term Incentive bonus will be
$100,000 (33% of your base salary, consistent with other NEOs), prorated for the year of employment if you are with the Company for less
than one full calendar year. All Target Incentives will be reviewed by the Compensation Committee in January and paid shortly thereafter.
4.
Annual Equity Compensation. Your annual compensation will also comprise of Long-Term Incentives in the form of restricted stock
units (“RSUs”) with a target grant date fair value equal to $400,000. The Long-Term Incentives will vest as follows: 50%
with time based vesting over three (3) years, with one-third (1/3) vesting on each anniversary of the grant date, and 50% vesting based
on performance targets as set by the Compensation Committee, in each case subject to your continued employment and otherwise in accordance
with the applicable award agreement.
5.
One Time Awards. As recognition of Mobile’s excitement of you joining the Company and recognizing the importance of your
role and alignment with the success of the Company, you will be granted a one-time Performance Grant, consisting of 200,000 RSUs with
the following vesting conditions: (i) fifty percent (50%) of the RSUs will vest at such time as the market price of the Company’s
common stock equals or exceeds $13.00 per share at any time on or prior to December 31, 2026; (ii) fifty percent (50%) of the RSUs will
vest at such time as the market price of the Company’s common stock equals or exceeds $16.00 per share at any time on or prior
to December 31, 2028, in each case subject to your continued employment and otherwise in accordance with the applicable award agreement.
6.
Benefits. You are eligible to participate in the Company’s benefit plan offerings. The benefits elected during the Company’s
Open Enrollment will be effective on your first date of employment.
Disclaimer.
You agree that the benefits described will be provided in accordance with their respective plan texts, documents, or policies, as the
case may be, and any issues as to entitlement or payment will be governed by the terms of such documents. You further agree that the
Company may unilaterally, without notice or pay in lieu thereof, revise, change, add, delete, or eliminate these benefits, and that no
such change shall be considered a constructive dismissal. You further understand that nothing contained herein shall obligate the Company
to adopt any particular benefit plans or programs nor to maintain any such plans or programs.
7.
Vacation. You will be eligible for vacation benefits as described in the Company’s vacation policy.
8.
Changes in Terms and Conditions of Employment. You acknowledge and agree that your remuneration, reporting relationships, duties,
and responsibilities may change over time, as the Company deems appropriate. You agree that any such change(s) will not constitute a
violation of this agreement nor affect, change, void, or render unenforceable, any other part of this agreement.
Should
the Company be sold within the first 12 months of your employment at Mobile Infrastructure, the Company will grant you one year of your
Annual Cash Compensation to be paid 1) at the closing of a transaction, or 2) following a transition plan, set forth by the merging entities.
You will retain your rights to renegotiate a contract amenable to you with the acquiring company in lieu of this agreement, should both
parties desire to do so.
9.
Outside Activities. While you are employed by the Company, you agree that you will not engage in any other gainful employment,
business, or activity without the written consent of the Company. You further agree that during your employment with the Company, you
will not assist any person or organization in competing with the Company, in preparing to compete with the Company or in hiring any employees
of the Company or otherwise engage in any activity which represents a conflict of interest with the best interests of the Company. You
also agree that while employed by the Company, you will not directly or indirectly engage in any business that is competitive in any
manner with the business of the Corporation.
10.
Expenses. The Company shall reimburse you, upon presentation of receipts and vouchers, for all reasonable expenses properly incurred
by you in connection with the performance of your duties and in accordance with the Company’s established policies and practices
as amended from time to time.
11.
Confidential Information & Work Product. You acknowledge that during your employment, you will have access to information
about the Company and that your employment with the Company shall bring you into close contact with many confidential affairs of the
Company, and its respective members, and information that you have a reasonable basis to know was accepted by the Company from any third
party under obligations of confidentiality (collectively, “Confidential Information”). Confidential Information includes,
but is not limited to, all information and materials of the Company, all Work Product (defined below), and all information and materials
received by the Company from third parties, which is not generally publicly available, including, but not limited to, documents and information
relating to the Company’s operating budget, expenses, revenues, and liabilities, financial data, plans, strategies, documents,
and processes, and all other information and materials which are of a proprietary or confidential nature. In recognition of the foregoing,
during and after your employment and until such time as the Confidential Information is available to the general public, you shall not,
without the written consent of the Company, disclose or use or make available for anyone to use (except in the course of your employment
and in furtherance of performing your duties, or as required by law) any Confidential Information and you shall use your best efforts
to prevent the unauthorized publication or misuse of any Confidential Information; provided, however, that Confidential Information shall
not include any information known generally to the public (other than as a result of unauthorized disclosure by you); or is lawfully
obtained by you through means other than your employment with the Company. This provision shall be interpreted to require the maximum
protection of Confidential Information permissible by applicable law.
You
agree that any inventions, processes, designs, materials, products, developments, or discoveries (whether or not subject to patent, trademark,
or copyright protection) that you may conceive, make, invent, develop, suggest, or reduce to practice during the course of your employment
with the Company (whether individually or jointly with any other person or persons), relating in any way to the business or activities
of the Company or the general industry of which the Company is a part (all of the foregoing being referred to as “Work Product”),
shall, to the extent permitted by law, be a “work made for hire” within the definition of Section 101 of the Copyright Act
(17 U.S.C. § 101), and shall remain the sole and exclusive property of the Company. To the extent any Work Product is not deemed
to be a work made for hire within the definition of the Copyright Act, you with effect from creation of any and all Work Product, hereby
assign, and agree to assign, to the Company all right, title, and interest in and to such Work Product, including but not limited to
all Proprietary Rights, including all extensions and renewals thereof. You further agree to provide, without additional compensation,
all assistance reasonably requested by the Company, both during and subsequent your employment with the Company, in the establishment,
preservation, and enforcement of the Company’s rights in the Work Product. This provision shall survive the termination of this
Agreement indefinitely.
|
a. |
You
agree to the following: |
|
|
|
|
|
|
(i) |
The
term “Proprietary Rights” will mean all trade secrets, trademarks, service marks, patents, copyrights, mask works, and
other intellectual property rights throughout the world. |
|
|
(ii) |
You
agree that upon termination of your employment with the Company for any reason, you will immediately return to the Company all Confidential
Information and any other property of the Company within your possession or under your control and shall not at any time thereafter
reproduce or copy same. |
|
|
(iii) |
Pursuant
to 18 U.S.C. § 1833(b), you have been and are hereby advised that you shall not be held criminally or civilly liable under any
federal or state trade secret law for the disclosure of a trade secret that (a) is made (i) in confidence to a Federal, State, or
local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating
a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing
is made under seal. |
|
|
|
|
|
b. |
Irreparable
Injury. You acknowledge and agree that your breach of the obligations under this Paragraph 11 would cause irreparable injury
and damage. You, therefore, expressly agree that the Company shall be entitled to injunctive and/or other equitable relief available
under law to prevent a breach of those obligations, and to secure the enforcement, in addition to all other remedies available to
the Company under this agreement or otherwise, in a court of competent jurisdiction. |
12.
Other Understanding.
|
a. |
This
letter will constitute our entire agreement as to your employment by the Company and will supersede any prior agreements or understanding,
whether in writing or oral. This letter may only be amended or modified in writing signed by both you and the Company. The headings
in this letter are for convenience and reference only and are not intended to modify or affect the meaning of any of the terms in
this letter. |
|
|
|
|
b. |
Upon
your hire you will receive access to the Company’s policies, which summarize our benefits, work rules and policies. You agree
to read and comply with these policies as a condition of your employment. |
|
|
|
|
c. |
You
agree to avoid all activities and other actions that might conflict with, or that might appear to conflict with, the interests of
the Company, to the fullest extent permitted by law. |
|
|
|
|
d. |
As
required by federal immigration law, your employment with the Company is also contingent upon your providing legal proof of your
identity and authorization to work in the United States. Such documentation must be provided to the Company within three (3) business
days of your Start Date, or our employment relationship may be immediately terminated. |
|
|
|
|
e. |
By
signing this agreement, you are representing to the Company that to the best of your knowledge, you are under no contractual commitments,
including without limitation, any confidentiality, non- disclosure, non-competition agreement, or similar type of agreement with
any third-party, that would restrict your ability to perform your duties or otherwise work for the Company. |
|
f. |
This
agreement shall be construed in accordance with the laws of the State of Ohio. |
We
look forward to your favorable reply and to working with you. You may accept this offer of employment and the terms and conditions thereof
by signing the enclosed additional copy of this letter agreement and returning it to me by May 1st, 2024, which execution will evidence
your agreement to the terms and conditions set forth herein and therein and returning them to bonnie.morgan@mobileit.com.
Sincerely,
/s/
Stephanie Hogue |
|
Name:
Stephanie Hogue
Title:
President |
|
|
|
ACCEPTED
AND AGREED: |
|
|
|
/s/
Paul Gohr |
|
Exhibit
99.1
![](https://www.sec.gov/Archives/edgar/data/1847874/000149315224019982/ex99-1_001.jpg)
Mobile
Infrastructure Reports First Quarter 2024 Financial Results
—Parking
Asset Portfolio Performance Substantially Ahead of Year-Ago Levels—
—Ongoing
Conversion to Management Contracts Yielding Cost Savings—
—Re-affirm
Full Year 2024 Guidance for Accelerated Growth in Parking Asset Portfolio Performance—
—Conference
Call Will be Held Today at 4:30 PM ET—
CINCINNATI—(BUSINESSWIRE)—Mobile
Infrastructure Corporation (NYSE American: BEEP), (“Mobile”, “Mobile Infrastructure” or the “Company”),
owners of a diversified portfolio of parking assets throughout the United States, today reported results for the first quarter 2024 ended
March 31, 2024.
Management
Commentary
Commenting
on the results, Manuel Chavez III, Chief Executive Officer, said “Our first quarter results were in line with our expectations
and represented a solid start to the year. Year-on-year revenue growth of 24% reflected mid-single-digit organic growth and the accounting
benefit of the shift from leased to management contracts at 26 of our properties. Organic growth in the quarter was led by increases
in monthly contract parking revenues, and a pick-up in demand at parking assets adjacent to retail locations. Additionally, we leveraged
our technology advantages and local insight in key markets to drive incremental demand for shorter-term monthly contracts to absorb excess
capacity.
“As
anticipated, our net operating income (“NOI”) increased at a double-digit rate, benefiting from the conversion to management
contracts, which improved our operational insight and controls over asset-level profitability. We now are able to make real-time decisions
with respect to staffing, repairs, and marketing spend that more closely align with projected revenue-generation and with our commitment
to high-quality service levels at each location.
“We
continue to enhance the value of our parking asset portfolio as we achieve further growth in net operating income. Since late 2022, when
our portfolio was valued at over $520 million by an independent national real estate services firm, our net operating income has grown
by nearly 10%.”
First
Quarter Business and Financial Highlights
| ● | Total
revenue was $8.8 million as compared to $7.1 million in the prior-year period. |
| ● | Net
loss attributable to common stockholders was $2.6 million as compared to $2.3 million in
the prior-year period. |
| ● | NOI*
was $5.4 million as compared to $4.8 million in the prior-year period. |
| ● | Adjusted
EBITDA* was $3.5 million as compared to $3.4 million in the prior-year period. |
*An
explanation and reconciliation of non-GAAP financial measures are presented later in this press release.
30
West 4th Street, Cincinnati, OH, Phone: 212-509-4000
First Quarter 2024 Financial Results |
Page 2 |
Financial
Results
Total
revenue of $8.8 million during the first quarter of 2024 increased by 24.3% from $7.1 million in the prior-year quarter. Total property
taxes and operating expenses for the first quarter of 2024 were $3.4 million, as compared to $2.3 million during the same period in 2023.
General
and administrative expenses for the first quarter of 2024 of $3.0 million reflected $1.8 million of non-cash compensation, compared to
general and administrative expenses for the first quarter of 2023 of $2.6 million, which reflected $1.7 million of non-cash compensation.
Interest
expense for the first quarter of 2024 was $3.0 million, as compared to $3.6 million during the first quarter of 2023.
Net
loss was $3.0 million, compared with $3.3 million in the comparable prior-year period.
Net
Operating Income, defined by the Company as total revenues less property taxes and operating expenses, was $5.4 million for the first
quarter of 2024, representing a 11.9% increase from the first quarter of 2023.
Adjusted
EBITDA was $3.5 million for the first quarter of 2024, representing a 3.6% increase over the same year-ago period. The increase reflects
the benefit of NOI improvement, partially offset by an increase in professional fees related to the timing of legal costs and general
and administrative expenses due to increased headcount.
At
March 31, 2024, the Company had $13.9 million in cash, cash equivalents, and restricted cash. As of March 31, 2024, total debt outstanding,
including outstanding borrowings on the credit facility and notes payable, was $192.1 million, compared to total debt outstanding of
$219.3 million as of March 31, 2023.
Summary
and Outlook**
“We
are pleased with our first quarter performance as it reflects the benefits of our strategy in the seasonally slowest period of the year.
Our initial successes in improving our asset portfolio performance are encouraging and demonstrate our ability to leverage past investments
in technology and analytics to drive increased demand and utilization.
“First
quarter results, and our current visibility, support our full year 2024 guidance. We are pleased to re-affirm our expectation for 2024
revenue of $38 million to $40 million and Net Operating Income of $22.5 million to $23.25 million,” Mr. Chavez concluded.
**The
Company does not provide a reconciliation for non-GAAP estimates on a forward-looking basis, where it is unable to provide a meaningful
or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. Please see
Discussion and Reconciliation of Non-GAAP Measures later in this press release for further discussion.
First
Quarter 2024 Conference Call and Webcast Information
Mobile
will hold a conference call to discuss its first quarter 2024 results on Wednesday, May 15, 2024, at 4:30 p.m. ET. To participate on
the day of the call, dial 1-866-652-5200, or internationally 1-412-317-6060, approximately ten minutes before the call and tell the operator
you wish to join the Mobile Infrastructure Conference Call.
First Quarter 2024 Financial Results |
Page 3 |
A
live webcast of the conference call will be available in the Investor Relations section of the Mobile Infrastructure website at 1Q24
Earnings Webcast. For those who are unable to listen to the live broadcast, an archived webcast will be available approximately two
hours after the conclusion of the call, through August 15, 2024, on the Investor Relations website under “IR Calendar” under
“News & Events”.
Forward-Looking
Statements
Certain
statements contained in this press release are forward-looking statements, within the meaning of the Private Securities Litigation Reform
Act of 1995. All statements included in this press release that are not historical facts (including any statements concerning our net
operating income and revenue projections, our assessment of various trends impacting our economic performance, the effects of implementation
of strategic model changes, other plans and objectives of management for future operations or economic performance, or assumptions or
forecasts related thereto) are forward-looking statements. Forward-looking statements are typically identified by the use of terms such
as “may,” “should,” “expect,” “could,” “intend,” “plan,” “anticipate,”
“estimate,” “believe,” “continue,” “predict,” “potential” or the negative
of such terms and other comparable terminology.
The
forward-looking statements included herein are based upon the Company’s current expectations, plans, estimates, assumptions and
beliefs, which involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among
other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible
to predict accurately and many of which are beyond the Company’s control. Although the Company believes that the expectations reflected
in such forward-looking statements are based on reasonable assumptions, the actual results and performance could differ materially from
those set forth in the forward-looking statements. Factors which could have a material adverse effect on operations and future prospects
include, but are not limited to the fact that we previously incurred and may continue to incur losses, we may be unable to achieve our
investment strategy or increase the value of our portfolio, our parking facilities face intense competition, which may adversely affect
rental and fee income, we may not be able to access financing sources on attractive terms, or at all, which could adversely affect our
ability to execute our business plan, and other risks and uncertainties discussed in the section titled “Risk Factors” of
our final prospectus, filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) under the Securities
Act of 1933 on April 12, 2024, in connection with our registration statement on Form S-11 and subsequent filings the Company makes with
the SEC from time to time, particularly under the sections titled “Risk Factors” and “Management’s Discussion
and Analysis of Financial Condition and Results of Operations,” including the Company’s Annual Report on Form 10-K, filed
with the SEC on March 22, 2024 and Quarterly Reports on Form 10-Q.
Any
of the assumptions underlying the forward-looking statements included herein could be inaccurate, and undue reliance should not be placed
upon any forward-looking statements included herein. All forward-looking statements are made as of the date of this press release, and
the risk that actual results will differ materially from the expectations expressed herein will increase with the passage of time. Except
as otherwise required by the federal securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking
statements made after the date of this press release, whether as a result of new information, future events, changed circumstances or
any other reason. In light of the significant uncertainties inherent in the forward-looking statements included in this press release,
the inclusion of such forward-looking statements should not be regarded as a representation by us or any other person that the objectives
and plans set forth in this press release will be achieved.
About
Mobile Infrastructure Corporation
Mobile
Infrastructure Corporation is a Maryland corporation. The Company owns a diversified portfolio of parking assets primarily located in
the Midwest and Southwest. As of March 31, 2024, the Company owned 42 parking facilities in 21 separate markets throughout the United
States, with a total of 15,400 parking spaces and approximately 5.2 million square feet. The Company also owns approximately 0.2 million
square feet of retail/commercial space adjacent to its parking facilities. Learn more at www.mobileit.com.
Mobile
Contact
David
Gold
Lynn
Morgen
beepir@advisiry.com
(212)
750-5800
First Quarter 2024 Financial Results |
Page 4 |
MOBILE
INFRASTRUCTURE CORPORATION
CONSOLIDATED
BALANCE SHEETS
(In
thousands, except share and per share amounts)
| |
As of March 31, 2024 | | |
As of December 31, 2023 | |
| |
(unaudited) | | |
| |
ASSETS | |
| | | |
| | |
Investments in real estate | |
| | | |
| | |
Land and improvements | |
$ | 160,235 | | |
$ | 161,291 | |
Buildings and improvements | |
| 259,378 | | |
| 260,966 | |
Construction in progress | |
| 482 | | |
| 273 | |
Intangible assets | |
| 10,173 | | |
| 10,187 | |
| |
| 430,268 | | |
| 432,717 | |
Accumulated depreciation and amortization | |
| (31,909 | ) | |
| (29,838 | ) |
Total investments in real estate, net | |
| 398,359 | | |
| 402,879 | |
| |
| | | |
| | |
Cash | |
| 9,149 | | |
| 11,134 | |
Cash – restricted | |
| 4,795 | | |
| 5,577 | |
Accounts receivable, net | |
| 3,190 | | |
| 2,269 | |
Note receivable | |
| 3,120 | | |
| — | |
Other assets | |
| 1,454 | | |
| 1,378 | |
Total assets | |
$ | 420,067 | | |
$ | 423,237 | |
LIABILITIES AND EQUITY | |
| | | |
| | |
Liabilities | |
| | | |
| | |
Notes payable, net | |
$ | 133,681 | | |
$ | 134,380 | |
Revolving credit facility, net | |
| 58,450 | | |
| 58,523 | |
Accounts payable and accrued expenses | |
| 12,970 | | |
| 14,666 | |
Accrued preferred distributions | |
| 10,280 | | |
| 10,464 | |
Earn-out Liability | |
| 1,125 | | |
| 1,779 | |
Due to related parties | |
| 458 | | |
| 470 | |
Total liabilities | |
| 216,964 | | |
| 220,282 | |
| |
| | | |
| | |
Equity | |
| | | |
| | |
Mobile Infrastructure Corporation Stockholders’ Equity | |
| | | |
| | |
Preferred stock Series A, $0.0001 par value, 50,000 shares authorized, 2,483 and 2,812 shares issued and outstanding, with a stated liquidation value of $2,483,100 and $2,812,000 as of March 31, 2024 and December 31, 2023, respectively | |
| — | | |
| — | |
Preferred stock Series 1, $0.0001 par value, 97,000 shares authorized, 34,470 and 36,677 shares issued and outstanding, with a stated liquidation value of $34,470,140 and $36,677,000 as of March 31, 2024 and December 31, 2023 | |
| — | | |
| — | |
Preferred stock Series 2, $0.0001 par value, 60,000 shares authorized, $46,000 issued and converted (stated liquidation value of zero as of March 31, 2024 and December 31, 2023, respectively) | |
| — | | |
| — | |
Common stock, $0.0001 par value, 500,000,000 shares authorized, 28,637,379 and 27,858,539 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | |
| 2 | | |
| 2 | |
Warrants issued and outstanding – 2,553,192 warrants as of March 31, 2024 and December 31, 2023 | |
| 3,319 | | |
| 3,319 | |
Additional paid-in capital | |
| 240,994 | | |
| 240,357 | |
Accumulated deficit | |
| (136,389 | ) | |
| (134,291 | ) |
Total Mobile Infrastructure Corporation Stockholders’ Equity | |
| 107,926 | | |
| 109,387 | |
Non-controlling interest | |
| 95,177 | | |
| 93,568 | |
Total equity | |
| 203,103 | | |
| 202,955 | |
Total liabilities and equity | |
$ | 420,067 | | |
$ | 423,237 | |
First Quarter 2024 Financial Results |
Page 5 |
MOBILE
INFRASTRUCTURE CORPORATION
CONSOLIDATED
STATEMENTS OF OPERATIONS
(In
thousands, except share and per share amounts, unaudited)
| |
For the Three Months Ended March 31, | |
| |
2024 | | |
2023 | |
Revenues | |
| | | |
| | |
Managed property revenue | |
$ | 5,501 | | |
$ | — | |
Base rent income | |
| 1,643 | | |
| 2,080 | |
Percentage rental income | |
| 1,683 | | |
| 5,023 | |
Total revenues | |
| 8,827 | | |
| 7,103 | |
| |
| | | |
| | |
Operating expenses | |
| | | |
| | |
Property taxes | |
| 1,904 | | |
| 1,756 | |
Property operating expense | |
| 1,521 | | |
| 518 | |
Depreciation and amortization | |
| 2,093 | | |
| 2,126 | |
General and administrative | |
| 3,017 | | |
| 2,620 | |
Professional fees | |
| 689 | | |
| 469 | |
Organizational, offering and other costs | |
| — | | |
| 33 | |
Impairment | |
| 157 | | |
| — | |
Total expenses | |
| 9,381 | | |
| 7,522 | |
| |
| | | |
| | |
Other | |
| | | |
| | |
Interest expense | |
| (2,979 | ) | |
| (3,599 | ) |
(Loss) gain on sale of real estate | |
| (42 | ) | |
| 660 | |
Other (expense) income, net | |
| (68 | ) | |
| 15 | |
Change in fair value of Earn-out liability | |
| 654 | | |
| — | |
Total other income (expense) | |
| (2,435 | ) | |
| (2,924 | ) |
| |
| | | |
| | |
Net loss | |
| (2,989 | ) | |
| (3,343 | ) |
Net loss attributable to non-controlling interest | |
| (891 | ) | |
| (1,795 | ) |
Net loss attributable to Mobile Infrastructure Corporation’s stockholders | |
$ | (2,098 | ) | |
$ | (1,548 | ) |
| |
| | | |
| | |
Preferred stock distributions declared - Series A | |
| (37 | ) | |
| (54 | ) |
Preferred stock distributions declared - Series 1 | |
| (491 | ) | |
| (696 | ) |
Net loss attributable to Mobile Infrastructure Corporation’s common stockholders | |
$ | (2,626 | ) | |
$ | (2,298 | ) |
| |
| | | |
| | |
Basic and diluted loss per weighted average common share: | |
| | | |
| | |
Net loss per share attributable to Mobile Infrastructure Corporation’s common stockholders - basic and diluted | |
$ | (0.09 | ) | |
$ | (0.18 | ) |
Weighted average common shares outstanding, basic and diluted | |
| 28,237,352 | | |
| 13,089,848 | |
First Quarter 2024 Financial Results |
Page 6 |
Discussion
and Reconciliation of Non-GAAP Measures
Net
Operating Income
Net
Operating Income (“NOI”) is presented as a supplemental measure of our performance. The Company believes that NOI provides
useful information to investors regarding our results of operations, as it highlights operating trends such as pricing and demand for
our portfolio at the property level as opposed to the corporate level. NOI is calculated as total revenues less property operating expenses
and property taxes. The Company uses NOI internally in evaluating property performance, measuring property operating trends, and valuing
properties in our portfolio. Other real estate companies may use different methodologies for calculating NOI, and accordingly, the Company’s
NOI may not be comparable to other real estate companies. NOI should not be viewed as an alternative measure of financial performance
as it does not reflect the impact of general and administrative expenses, depreciation and amortization, interest expense, other income
and expenses, or the level of capital expenditures necessary to maintain the operating performance of the Company’s properties
that could materially impact results from operations.
EBITDA
and Adjusted EBITDA
Earnings
Before Interest Expense, Taxes, Depreciation and Amortization (“EBITDA”) reflects net income (loss) excluding the impact
of the following items: interest expense, depreciation and amortization, and the provision for income taxes, for all periods presented.
When applicable, Adjusted EBITDA also excludes certain recurring and non-recurring items from EBITDA, including, but not limited to gains
or losses from disposition of real estate assets, impairment write-downs of depreciable property, non-cash changes in the fair value
of the Earn-Out liability, merger-related charges and other expenses, gains or losses on settlements, and stock-based compensation expense.
The
use of EBITDA and Adjusted EBITDA facilitates comparison with results from other companies because it excludes certain items that can
vary widely across different industries or among companies within the same industry. For example, interest expense can be dependent on
a company’s capital structure, debt levels, and credit ratings. The tax positions of companies can also vary because of their differing
abilities to take advantage of tax benefits and because of the tax policies of the jurisdictions in which they operate. EBITDA and Adjusted
EBITDA also exclude depreciation and amortization expense because differences in types, use, and costs of assets can result in considerable
variability in depreciation and amortization expense among companies. The Company excludes stock-based compensation expense in all periods
presented to address the considerable variability among companies in recording compensation expense because companies use stock-based
payment awards differently, both in the type and quantity of awards granted. The Company uses EBITDA and Adjusted EBITDA as measures
of operating performance which allows for comparison of earnings and evaluation of debt leverage and fixed cost coverage. These non-GAAP
financial measures should be considered along with, but not as alternatives to, net income (loss), cash flow from operations or any other
operating GAAP measure.
Forward-Looking
Basis
The
Company does not provide a reconciliation for non-GAAP estimates on a forward-looking basis, where it is unable to provide a meaningful
or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is
due to the inherent difficulty of forecasting the timing and/or amount of various items that would impact net income which is the most
directly comparable forward-looking GAAP financial measure. This includes, for example, external growth factors and balance sheet items,
that have not yet occurred, are out of the Company’s control and/or cannot be reasonably predicted. For the same reasons, the Company
is unable to address the probable significance of the unavailable information. Forward-looking non-GAAP financial measures provided without
the most directly comparable GAAP financial measures may vary materially from the corresponding GAAP financial measures.
The
following table presents NOI as well as a reconciliation of NOI to Net Loss, the most directly comparable financial measure under GAAP
reported in our consolidated financial statements, for the three months ended March 31, 2024 and 2023 (in thousands):
| |
For the Three Months Ended March 31, | |
|
|
|
|
| |
2024 | | |
2023 | |
|
% |
|
Revenues | |
| | | |
| | |
|
|
|
|
Managed Property Revenue | |
$ | 5,501 | | |
$ | — | |
|
|
|
|
Base Rent Income | |
| 1,643 | | |
| 2,080 | |
|
|
|
|
Percentage rental income | |
| 1,683 | | |
| 5,023 | |
|
|
|
|
Total revenues | |
| 8,827 | | |
| 7,103 | |
|
|
24.3 |
% |
Less: | |
| | | |
| | |
|
|
|
|
Property taxes | |
| 1,904 | | |
| 1,756 | |
|
|
|
|
Property operating expense | |
| 1,521 | | |
| 518 | |
|
|
|
|
Net Operating Income | |
| 5,402 | | |
| 4,829 | |
|
|
11.9 |
% |
| |
| | | |
| | |
|
|
|
|
Reconciliation | |
| | | |
| | |
|
|
|
|
Net loss | |
| (2,989 | ) | |
| (3,343 | ) |
|
|
|
|
Loss (gain) on sale of real estate | |
| 42 | | |
| (660 | ) |
|
|
|
|
Other expense (income) | |
| 68 | | |
| (15 | ) |
|
|
|
|
Change in fair value of Earn-out liability | |
| (654 | ) | |
| — | |
|
|
|
|
Interest expense | |
| 2,979 | | |
| 3,599 | |
|
|
|
|
Depreciation and amortization | |
| 2,093 | | |
| 2,126 | |
|
|
|
|
General and administrative | |
| 3,017 | | |
| 2,620 | |
|
|
|
|
Professional fees | |
| 689 | | |
| 469 | |
|
|
|
|
Organizational, offering and other costs | |
| — | | |
| 33 | |
|
|
|
|
Impairment | |
| 157 | | |
| — | |
|
|
|
|
Net Operating Income | |
$ | 5,402 | | |
$ | 4,829 | |
|
|
|
|
First Quarter 2024 Financial Results |
Page 7 |
The
following table presents the calculation of EBITDA and Adjusted EBITDA for the three months ended March 31, 2024 and 2023 (in thousands):
| |
For the Three Months Ended March 31, | |
| |
2024 | | |
2023 | |
Reconciliation of Net loss to Adjusted EBITDA Attributable to the Company | |
| | | |
| | |
Net Income (Loss) | |
$ | (2,989 | ) | |
$ | (3,343 | ) |
Interest expense | |
| 2,979 | | |
| 3,599 | |
Depreciation and amortization | |
| 2,093 | | |
| 2,126 | |
EBITDA Attributable to the Company | |
$ | 2,083 | | |
$ | 2,382 | |
Organization and offering costs | |
| — | | |
| 33 | |
Impairment of real estate | |
| 157 | | |
| — | |
Change in fair value of Earnout liability | |
| (654 | ) | |
| — | |
Loss (gain) on sale of real estate | |
| 42 | | |
| (660 | ) |
Transaction costs | |
| 105 | | |
| — | |
Equity based compensation | |
| 1,799 | | |
| 1,654 | |
Adjusted EBITDA Attributable to the Company | |
$ | 3,532 | | |
$ | 3,409 | |
Exhibit 99.2
![](https://www.sec.gov/Archives/edgar/data/1847874/000149315224019982/ex99-2_001.jpg)
Mobile
Infrastructure Corporation Names New Chief Financial Officer
| ● | Seasoned accounting executive adds public company experience to Mobile Infrastructure’s leadership
team as Chief Financial Officer |
| ● | Stephanie Hogue will remain in her current role as President and Director |
CINCINNATI, May 15, 2024
Mobile Infrastructure Corporation (NYSE American: BEEP) (“Mobile,” “Mobile Infrastructure,” or the “Company”),
one of the largest institutional-quality, mobility-focused parking asset owners in the U.S. today announced the appointment of Paul Gohr
as Chief Financial Officer (“CFO”), effective May 16, 2024. Mr. Gohr takes on the CFO responsibility from Stephanie Hogue,
who will remain in her role as President and a member of the Board of Directors.
Prior to joining Mobile Infrastructure, Mr. Gohr served
as Chief Accounting Officer and Vice President of Corporate Finance of CECO Environmental Corp. (NASDAQ: CECO), a leading environmentally
focused, diversified industrial company. At CECO, he led corporate functions including finance, accounting, treasury, and tax. Previously,
Mr. Gohr served in various roles of increasing responsibility within Grant Thornton LLP, a global public accounting firm. Mr. Gohr is
a Certified Public Accountant and earned a bachelor’s degree in Business, Accountancy and a Masters of Accountancy degree from Miami
University.
“We are pleased to
welcome Paul to the BEEP team. He is a results-driven and accomplished executive with an impressive track record of accounting excellence
and change management,” said Manuel Chavez, CEO and Co-Chairman of the Board of Directors. “Paul’s public company experience
will benefit all stakeholders, and he adds bench strength and expertise to our team as we continue to build the Company’s financial
performance.”
“I am thrilled to join Mobile Infrastructure
at this important time in its history. Mobile’s diversified portfolio of parking assets throughout the United States, past investments
in technology and analytics, together with management’s long-standing industry experience, position the Company to achieve its next
phase of growth,” said Mr. Gohr. “I look forward to being part of the executive team and will be focused on driving financial
and operational improvements in the years ahead.”
In conclusion, Mr. Chavez
noted, “I want to thank Stephanie for her willingness to remain in the CFO role until we found the right person for Mobile’s
next stage of growth. Since she stepped in as CFO in 2021, we have made substantial progress in financial reporting and in executing strategic
transactions. Stephanie now can focus her time externally with investors, partners, and capital providers, as well as help execute the
strategic vision of BEEP.”
About Mobile Infrastructure
Corporation
Mobile Infrastructure
is the only publicly traded company in the United States focused exclusively on the ownership and optimization of parking assets across
the United States. Mobile invests primarily in parking lots and garages and relies on in-house expertise and technologies to optimize
asset utilization. Mobile is an industry leader in positioning central business district parking facilities as micro-mobility hubs. As
of March 31, 2024, Mobile owned 42 parking facilities located in 21 separate markets throughout the United States, with more than 15,400
parking spaces. For more information, please visit www.mobileit.com.
Mobile Contact
David Gold
Lynn Morgen
beepir@advisiry.com
(212) 750-5800
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Fifth Wall Acquisition C... (NASDAQ:FWAC)
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Fifth Wall Acquisition C... (NASDAQ:FWAC)
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