Mobile Infrastructure Corporation · NASDAQ:BEEP
Mobile Infrastructure — SPAC Merger (January 2023)
61 slides from Mobile Infrastructure's SPAC merger presentation, Jan 13, 2023
Slide 1: Infrastructure Acquisition Corp. III Investor Presentation
Exhibit 99.1 INFRASTRUCTURE ACQUISITION CORP. III INVESTOR PRESENTATION January 2023
Slide 2: Important Information
Important Information ADDITIONAL INFORMATION. Tris DOCUMENT (s FOR INFORMATIONAL PURPOSES ONLY AND IT RELATES TO THE PROPOSED MERGER INVOLVING FIFTH WALL ACQUISITION CORP (= WAC?) AND MOBILE INFRASTRUCTURE CORP. (MIC?) FWAC INTENDS TO FILE REGISTRATION STATEMENT ON FORM S-4 WITH THE SECURITIES AND E
Slide 3: Important Information (Cont'd)
Important Information (Cont'd) LOOKING STATEMENTS (CONTD) DITION TO FACTORS PREVIOUSLY DISCLOSED IN FWACS AND MICS REPORTS FILED WITH THE SEC, INCLUDING FWACS AND MIC'S MOST RECENT REPORTS ON FORM®-K AND ALL ATTACHMENTS THERETO, WHICH ARE AVAILABLE, FREE OF ChARGE AT THE SECS WEBSITE AT WWW SECCOV,
Slide 4: Table of contents
Table of contents Transaction overview Parking is a compelling asset class Defining the pillars of an attractive parking platform Mobile Infrastructure at a glance Fragmented market should lead to attractive external growth opportunities Attractive financial profile with flexible capital structure
Slide 5: Transaction Overview
INFRASTRUCTURE TRANSACTION OVERVIEW
Slide 6: Why parking? Why Mobile Infrastructure?
MOBILE INFRASTRUCTURE. REPRESENTS AN ATTRACTIVE RISK/REWARD-PROFILE: A COMPELLING GROWTH STORY WITH DOWNSIDE PROTECTION ASA RESULT OF ITS OWNED-ASSET PORTFOLIO ACQUISITION CORP. III Why parking? ¥ Attractive rent and cash flow characteristics ¥ Inflation-protected business model with strong macro ta
Slide 7: Why FWAC?
INFRASTRUCTURE Why FWAC? Provides us access to Fifth Wall, the leading VC firm investing in Built World technology Ability to leverage Fifth Wall's expertise and unparalleled access to technology solutions Access to leading capital partners and proprietary M&A ts targe' History of bridging gap betwe
Slide 8: Transaction Overview
TRANSACTION OVERVIEW Transaction structure with strong alignment between MIC and FWAC ILLUSTRATIVE SOURCES & USES TRANSACTION FEATURES ($in millions) * Key transaction features: Cash in Trust $276 PIPE Proceeds @ Focused on alignment of interest (see next page) Total $336 NT © Nominimum cash closing
Slide 9: Transaction Overview: alignment of stakeholders
TRANSACTION OVERVIEW Transaction structure designed to align interests of all stakeholders NO SECONDARY + All existing MIC shareholders will convert their shares into shares of the PROCEEDS pro-forma entity + Initial forfeiture of 20% of Sponsor's founder shares! with remainder to vest FOUNDER in an
Slide 10: Parking Is a Compelling Asset Class
INFRASTRUCTURE PARKING IS A COMPELLING ASSET CLASS
Slide 11: The U.S. parking industry is massive
PARKING IS A COMPELLING ASSET CLASS. The U.S. parking industry is massive ~$131 billion annual parking revenue ! = Ea P| —! nm ~1 bi fon parking spaces in the U.S." e@ e ~1% of “US.GDP'
Slide 12: Meaningful value unlock opportunity
PARKING IS A COMPELLING ASSET CLASS Given parking asset ownership dynamics, there is a meaningful value unlock opportunity ~70M paid parking spaces! Paid independent spaces Annual RevPAS. Illustrative NOI margin Illustrative cap rate (%) parking spaces in the U.S. ~5.5M spaces operated by the 4 larg
Slide 13: Constrained supply and fragmented market favor consolidation
PARKING IS A COMPELLING ASSET CLASS Constrained supply in addition to a highly fragmented market create a favorable backdrop for consolidation Land scarcity, rising development costs, and zoning restrictions may limit growth of new supply While there are ~1 pilign Rerging spaces in the US, most owne
Slide 14: Well-positioned to pursue growth through consolidation
PARKING IS A COMPELLING ASSET CLASS MOBILE INFRASTRUCTURE IS WEEE- POSITIONED TO =PURSUE GROWTH THROUGH CONSOEIDATION Scale Many parking assets are Parking is often ancillary at best ners of other real “attached parking” with Opportunity to scale and consolidate INFRASTRUCTURE LN play owners: with s
Slide 15: Preferences have evolved as a result of the pandemic
PARKING IS A COMPELLING ASSET CLASS. Preferences have evolved as a result of the pandemic... 8 2 as E100 8 3 2 no 10.0 ‘he 3 z § 105 g 60 £ s g $ 40 42s £100 # 20 5 5 ° 20 2012 2013 2014 2015 2015 2016 2017 2018 2018 2019 2020 2021 2021 2022 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 - 7
Slide 16: Secular tailwinds behind the industry
PARKING IS A COMPELLING ASSET CLASS .. Which has resulted in secular tailwinds behind the industry Leisure & travel and eating out have rebounded | {HE PANDEMIC Hybrid work presents opportunities for new flexible membership products (e.g., 2, 3, 5-day passes) that free up additional capacity and fea
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Slide 18: Pillars of an Attractive Parking Platform
INFRASTRUCTURE PILLARS OF AN ATTRACTIVE PARKING PLATFORM
Slide 19: Defining the pillars of an attractive parking platform
Defining the pillars of an attractive parking platform to multiple asset management optimization potential. Assets proximate > Diversity in demand drivers unlocks flexibility and demand drivers Convenience is king, making demand inelastic ~~ s Sufficient scale in Scale in a micro-market, by way of a
Slide 20: Parking demand drivers
PILLARS OF AN ATTRACTIVE PARKING PLATFORM Parking demand drivers Different demand drivers generate different revenue profiles and assets with multiple benefit from 24/7 demand and an attractive revenue mix a [inl Transient High-rate Overnight & Workforce & parkii ent valet i visitor revenue revenue
Slide 21: Day in the life of a parking stall
PILLARS OF AN ATTRACTIVE PARKING PLATFORM, Illustrative day in the life of a parking stall with multiple demand drivers 8 A.M. -5 P.M. 6 P.M. - 9 P.M. Monthly parker arrives and goes to work at Transient-parker arrives to have dinner her office down the block around-the corner drivers are key to unl
Slide 22: Parking assets evaluated block-by-block
PILLARS OF AN ATTRACTIVE PARKING PLATFORM, Parking assets are evaluated on a block-by-block basis... ») It's not just about market selection, it’s about demand drivers Sticky monthly parkers from nearby office towers MIC Case study: Mabley Place Garage - Cincinnati, OH Multiple drivers of transient
Slide 23: Building scale in submarkets is critical
PILLARS OF AN ATTRACTIVE PARKING PLATFORM .. and building scale in submarkets is critical ») Density and scale in a given market drive pricing power + Adding scale in markets facilitates macro-level pricing and control in specific sub-markets Density allows owners to capture the majority of market s
Slide 24: Analog industry with a lack of data transparency
PILLARS OF AN ATTRACTIVE PARKING. PARKING ISA HISTORICALLY ANALOG INDUSTRY-W ITH A-LACK OF-DATA: TRANSPARENCY STATUS QUO APPROACH s on current cash flow a on KPI's like tation of | THE RIGHT lc ~appRoacn Proc data point: a transient, h g n place to co ments ( tel, event, etc.) ency both at the the c
Slide 25: The right approach can lead to significant benefits for owners
PILLARS OF AN ATTRACTIVE PARKING PLATFORM The right approach can lead to significant benefits for owners SS 25 2] Se SS Sd Attractive rent and cash flow characteristics Attractive in an inflationary environment with visibility from contractual revenue and upside from transient 24/7 demand Assets wit
Slide 26: Mobile Infrastructure at a Glance
INFRASTRUCTURE MOBILE INFRASTRUCTURE AT A GLANCE
Slide 27: Mobile Infrastructure at a glance
Mobile Infrastructure at a glance 44 25/19 PARKING FACILITIES LOTS / GARAGES 22 15,750 MARKETS. PARKING spaces 29M : AVG. MSA POPULATION SQUAREEEETOF PARKING SPACE y Mobile Infrastructure is a large-scale, of combined mgmt. team experience and relationships in parking ») Focus on and a value-add 4 #
Slide 28: Diversified portfolio with strong demographics
MOBILE INFRASTRUCTURE AT A GLANCE Portfolio by Asset Type! Portfolio by State! Surface Lot ~ Parking Garage 81% , 1x 22% DIVERSIFIED PORTFOLIO WITH STRONG DEMOGRAPHICS Strong geographic diversification Multiple and diverse demand drivers 7 7
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Slide 30: Superior management team with deep relationships in parking
MOBILE INFRASTRUCTURE AT A GLANCE Superior management team with deep relationships in parking... ») Over 40 years of combined industry experience in parking >) Supported by 14 employees across functions Manuel Chavez (SEO) Founder of Bombe Asset Management Formerly CEO at Parking Company of America,
Slide 31: Board of seasoned independent directors
MOBILE INFRASTRUCTURE AT A GLANCE ..accompanied by a Board of seasoned independent directors Brad Greiwe Jeffrey Osheu Independent Director Independent Di Fifth Wall, Co-Founder No Street Gonaih Sotncie? * Co-founder and Managing Partner of Fifth Wall + Founder of No Street Capital in 2018 + Previou
Slide 32: Long-tenured player in parking industry
MOBILE INFRASTRUCTURE AT A GLANCE Long-tenured player in parking industry with strong leadership 05/04/15- MVP REIT twas formed @12022- Caney leadership begins working 14 2021- Management ith tenants to optimize asset performance and began acquiring a: © Ce gam wit pe CO ie begins using proprietary
Slide 33: Our approach to parking
MOBILE INFRASTRUCTURE AT A GLANCE Our approach to parking GEE Ss th Top 50 MSA‘ Glevipieeun cores HA eas potential ACQUISITION Add scale to existing markets and landmark MARKETS assets of scale to anchor new markets LEASE Preference for percentage-rent leases to capture STRUCTURING! upside except in
Slide 34: Strong financial alignment with tenant-operators
MOBILE INFRASTRUCTURE AT A GLANCE Strong financial alignment with tenant-operators Percentage Rent Leases Upside Participation for Owner v x Operational improvements accrue to: Operator Alignment of interest x Number of MIC Assets 15 Access to data & x > Traditional “cost-plus” and high base fee agr
Slide 35: Portfolio provides favorable lease composition
MOBILE INFRASTRUCTURE AT A GLANCE MIC’s portfolio provides favorable lease composition Lease structures combine stable recurring rental revenue streams and meaningful upside capture through active asset management Components of Revenue Percentage Rent Illustrative Asset Example Available for Revenue
Slide 36: Attractive in-place revenue profile
MOBILE INFRASTRUCTURE AT A GLANCE ATFRACTIVE IN-PLACE REVENUE PROFILE Stable in-place.revenue with base & percentage rent components Meaningful upside participation embedded in lease structures Strong owner-operator alignment Highly diversified tepals base with-strong, demand drivers? Total Parking
Slide 37: Embedded upside: Case study 1 West 7 Garage
MOBILE INFRASTRUCTURE AT A GLANCE Embedded upside in the portfolio: Case study — 1 West 7 Garage Impact — 2024E _ ‘ofMF Revenue - BACKGROUND IMPACT & EXPECTED FUTURE UPLIFT + MIC purchased an fea ee the Cincinnati CBD in January 2018 from Mac\ Unteveraged] * Purchase price of aon Yield”: + Going-in
Slide 38: Proprietary tech for effective asset management
MOBILE INFRASTRUCTUREATA GLANCE We have built out proprietary tech for effective asset management... WHERE WE CAME FROM > WHERE WE ARE TODAY > WHAT WE CAN DO NOW | > Coe LOOKING FORWARD > .. and it is just the beginning of our journey Acquired under-managed assets with on KPIs (e.g., rate, utilizati
Slide 39: Proprietary technology to drive operational efficiencies
MOBILE INFRASTRUCTURE AT A GLANCE Proprietary technology to drive operational efficiencies and asset-level revenue PROPRIETARY data integration Inigma pKatalyst’ INSIGHTS driven by platform, Inigma, which proprietary pKatalyst system! aggregates rate, utilization, and . . SEE —— v Virtual geofencing
Slide 40: Multiple levers for new sources of ancillary revenue
MOBILE INFRASTRUCTURE AT A GLANCE Multiple levers for new sources of ancillary revenue >) Our approach to active asset management will lead us to pursue ancillary revenue opportunities with tech-enabled businesses, many of which are in Fifth Wall's ecosystem EV CHARGING STORAGE AIR RIGHTS SOLAR MONE
Slide 41: Asset management case study
MOBILE INFRASTRUCTURE ATA GLANCE Asset management case study MIC sees opportunity for both traditional and modern forms of ancillary revenue at its properties MIC owns a 555-space garage in the heart of Oklahoma City Management recognized both the adjacent roadway and Chickasaw Baseball Park as perf
Slide 42: Fragmented Market Should Lead to Attractive External Growth Opportunities
INFRASTRUCTURE FRAGMENTED MARKET SHOULD LEAD TO ATTRACTIVE EXTERNAL GROWTH OPPORTUNITIES “fy
Slide 43: Well-positioned to capitalize on external growth
EXTERNAL GROWTH OPPORTUNITIES. Well-positioned to capitalize on external growth Opportunity to make of assets that are undermanaged and not institutionally owned Buy assets at and generate through MIC’s robust asset management capabilities Public markets currency to capitalize on UP-C structure prov
Slide 44: Acquisition criteria
Slide 45: Summary of pipeline ready for execution
EXTERNAL GROWTH OPPORTUNITIES, Summary of pipeline ready for execution Property Region Target Price No. Spaces Seller Asset] Southeast 175,000,000 3,087 Inst! - Attached Parking Asset 2 Northeast 35,000,000 1,451 Individual Owner Asset 3 Southwest 30,000,000 1,300 Inst'l - Attached Parking Asset 4 S
Slide 46: Completed Acquisition: 322 Streeter (Chicago)
EXTERNAL GROWTH OPPORTUNITIES, Case study - Completed Acquisition: 322 Streeter (Chicago, IL) AT ACQUISITION ASSET MANAGEMENT WHERE ARE WE NOW? 1,154 spaces + $186k in total improvement $2.6M NOI today® capex including LPR camera sae A 7 seein and other enforcement = stabilized te $31.4M _ acquisiti
Slide 47: Attractive opportunity across adjacent assets
EXTERNAL GROWTH OPPORTUNITIES. Attractive opportunity adjacent assets Opportunity to enter a new market with immediate scale across three Assets are family owned and operated tax efficiency janagement and a hands-on appro: 8.7% entry cap rate on pre-pandemic NOI* MIC expects to drive NOI increases o
Slide 48: External growth: incremental EBITDA
EXTERNAL GROWTH OPPORTUNITIES. — External growth > Opportunities to generate substantial incremental EBITDA through external Illustrative incremental EBITDA through external growth Incremental Acqu $250 $50.0 $75.0 $150.0 growth 550%] $12 $25 $3.7 $74 oo%| $14 $2.7 $41 $81 po acon|| aS $29 $46 $88 7
Slide 49: Attractive Financial Profile with Flexible Capital Structure
INFRASTRUCTURE ATTRACTIVE FINANCIAL PROFILE ; WITH FLEXIBLE —— CAPITAL STRUCTURE
Slide 50: Attractive financial profile with flexible capital structure
Attractive financial profile with flexible capital structure > > > > > Organic deleveraging through stable recurring cash flow C-Corp preserves flexibility for diverse asset management and ancillary revenue initiatives C-Corp allows for retention of cash for growth initiatives and to pay down debt U
Slide 51: Setting up the platform for success
TIVE FINANCIAL PROFILE SETTING UP THE PLATFORM FOR SUCCESS Ourintention is to maximize cash at closing to help us to fund pipeline acquisitions and to de-lever the-capital structure We intend to do this through the Minimization of redemptions and:through PIRE=proceeds NO STREET PIPE INVESTMENT: SUMM
Slide 52: Debt capitalization
ATTRACTIVE FINANCIAL PROFILE WITH FLEXIBLE CAPITAL STRUCTURE Debt capitalization Sin millions, unless otherwise stated Maturity Cash & cash equivalents - - Notes payable, net 4.898% Various 1483 1483 1483 Revolving credit facility 6.193% 4f/2024 726 726 726 Total Debt 220.9 220.9 220.9 Preferred Sto
Slide 53: Defining RevPAS and why it matters
ATTRACTIVE FINANCIAL PROFILE Due to , small improvements DEFINING in RevPAS” have “REVPAS” AND (anime orto WHY IT MATTERS RevPAS is “revenue per va EBITDA Impact ($M)? $2.5 $51 $7.6 $10.1 $12.7 available stall” Assumed RevPAS Uplift $15.00 $30.00 $45.00 $60.00 = $75.00 RevPAS = (Grossiparkingrevenue
Slide 54: Portfolio income statement
ATTRACTIVE FINANCIAL PROFILE WITH FLEXIBLE CAPITAL STRUCTURE Portfolio income statement! Property Count 45 45 45 45 44 ‘Total Rental Income $29,177 $20,095 $23,634, $31,040 $35,836 Less: Property Operating Expenses* (68) (6,605) (6,772) (8,012) (8,252) Nor" $23,060 $13,490 $16,862 $23,029 $27,584 %
Slide 55: Sensitivity - Total Rental Income
ATTRACTIVE FINANCIAL PROFILE WITH FLEXIBLE CAPITAL STRUCTURE Sensitivity - Total Rental Income > Significant potential to grow 2023E revenue through RevPAS* expansion or acquisition TOTAL RENTAL INCOME TO MOBILE INFRASTRUCTURE ($M) Incremental Rental Income ' $15.0 $2.5 Incremental $30.0 $51 $358 Re
Slide 56: Sensitivity - EBITDA
ATTRACTIVE FINANCIAL PROFILE WITH FLEXIBLE CAPITAL STRUCTURE Sensitivity - EBITDA" > High operating leverage creates outsized benefit from organic or inorganic growth —_ $15.0 $2.5 $30.0 $5.1 Incremental $45.0 $76 ble RevPAS ; : Acquisition $75.0 $4.4 Value $100.0 $5.9 $125.0 $7.3 $200 $60.0 $10.1 ;
Slide 57: Revenue uplift - potential impact on EBITDA
ATTRACTIVE FINANCIAL PROFILE WITH FLEXIBLE CAPITAL STRUCTURE Revenue uplift - potential impact on EBITDA” Several factors, including MIC’s pricing power and potential acquisitions, represent significant upside to 2023E budgeted EBITDA tenti ide to EBITDA I Up: $ in thousands Representsan | $44 sus |
Slide 58: Appendix
INFRASTRUCTURE APPENDIX
Slide 59: Historical financials: balance sheet
APPENDIX Historical financials: balance sheet CONSOLIDATED BALANCE SHEET (as of September 30, 2022) $in M unless otherwise stated ASSETS. LIABILITIES & EQUITY Investments in real estate 4495 Notes payable, net 1483 i} 1d amortizat (289) Revolving credit facility, net 726 Total investments in real es
Slide 60: Historical financials: income statement
APPENDIX Historical financials: income statement $ in thousands 2021 Total revenues to MIC $20,424 $6,380 $7,405 $8,418 Total operating expenses (6965) (2673) (2,575) (2,413) Other income and expenses (25,820) (7,985) (827) (10,600) Net income ($12,361) ($4,278) ($3,997) ($4,596) Plus: Depreciation
Slide 61: Non-GAAP Definitions
APPENDIX Non-GAAP Definitions Property operating expenses: Includes real estate taxes and insurance and may exclude other operating expenses such a: repairs and maintenance expense, certain legal fees and bad debt expense, which MIC considers to be nominal in future periods 2. General & te overhead,