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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
September 30,
2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number
001-40771
GENERATION INCOME PROPERTIES, INC.
(Exact name of Registrant as specified in its charter)
Maryland
47-4427295
(State or other jurisdiction of
incorporation or organization)
(I.R.S. employer
identification no.)
401 E. Jackson Street
Suite 3300
Tampa
,
FL
33602
(Address of principal executive offices)
(Zip code)
Registrant’s telephone number, including area code:
813
-
448-1234
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
Trading symbol
Name of each exchange on which registered
Common Stock par value $0.01 per share
GIPR
The
Nasdaq
Stock Market LLC
Warrants to purchase Common Stock
GIPRW
The
Nasdaq
Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes
☑
No
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
☑
No
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.:
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☑
Smaller reporting company
☑
Emerging growth company
☑
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐
No
☑
The registrant had
5,447,772
shares of Common Stock, par value $0.01 per share, outstanding as of November 14, 2025.
Generation Income Properties, Inc. Consolidated Balance Sheets
September 30, 2025 (unaudited) and December 31, 2024
3
Generation Income Properties, Inc. Consolidated Statements of Operations Three and
Nine Months Ended September 30, 2025 and September 30, 2024 (unaudited)
4
Generation Income Properties, Inc. Consolidated Statements of Changes in (Deficit) Equity, Redeemable Preferred Stock, and Redeemable Non-Controlling Interests for the Nine Months Ended September 30, 2025 and September 30, 2024 (unaudited)
6
Generation Income Properties, Inc. Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and September 30, 2024 (unaudited)
Mortgage loans, net of unamortized debt discount of $
1,174,962
and $
1,103,336
at September 30, 2025 and December 31, 2024, respectively, and debt issuance costs
54,587,784
58,340,234
Derivative liabilities
534,198
169,685
Total liabilities
$
74,519,974
$
73,710,451
Redeemable Non-Controlling Interests
32,459,949
26,664,545
Stockholders' (Deficit) Equity
Common stock, $
0.01
par value,
100,000,000
shares authorized;
5,447,772
and
5,443,188
shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively.
54,431
54,431
Additional paid-in capital
29,277,797
29,019,047
Accumulated deficit
(
33,258,992
)
(
23,277,545
)
Total Generation Income Properties, Inc. Stockholders' (Deficit) Equity
$
(
3,926,764
)
$
5,795,933
Non-Controlling Interest
$
392,861
$
392,861
Total equity
$
(
3,533,903
)
$
6,188,794
Total Liabilities and Equity
$
103,446,020
$
106,563,790
The accompanying notes are an integral part of these unaudited consolidated financial statements.
3
Generation Income Properties, Inc
Consolidated Statements of Operations
(unaudited)
Three Months ended September 30,
Nine Months ended September 30,
2025
2024
2025
2024
Revenue
Rental income
$
2,454,848
$
2,326,980
$
7,248,050
$
6,850,092
Other income
15,261
73,302
35,924
242,598
Total revenue
$
2,470,109
$
2,400,282
$
7,283,974
$
7,092,690
Expenses
General and administrative expense
585,193
577,565
1,643,464
1,632,018
Building expenses
635,717
729,062
1,975,060
2,067,356
Depreciation and amortization
1,287,112
1,068,081
3,844,454
3,474,918
Interest expense, net
1,162,436
1,098,608
4,429,454
3,142,489
Compensation costs
498,983
296,399
939,670
816,605
Total expenses
$
4,169,441
$
3,769,715
$
12,832,102
$
11,133,386
Operating loss
(
1,699,332
)
(
1,369,433
)
(
5,548,128
)
(
4,040,696
)
Other expense
-
-
(
286
)
-
Loss on derivative valuation
(
11,256
)
(
734,116
)
(
427,081
)
(
308,570
)
Dead deal expense
(
7,266
)
-
(
35,160
)
(
35,873
)
Loss on held for sale asset valuation
-
-
-
(
1,058,994
)
Loss on extinguishment of debt
-
-
(
926,398
)
-
Loss on sale of property
-
-
(
44,782
)
-
Net loss
$
(
1,717,854
)
$
(
2,103,549
)
$
(
6,981,835
)
$
(
5,444,133
)
Less: Net income attributable to non-controlling interests
1,109,106
866,047
2,999,612
2,612,405
Net loss attributable to Generation Income Properties, Inc.
$
(
2,826,960
)
$
(
2,969,596
)
$
(
9,981,447
)
$
(
8,056,538
)
Less: Preferred stock dividends
-
-
-
95,000
Net loss attributable to common shareholders
$
(
2,826,960
)
$
(
2,969,596
)
$
(
9,981,447
)
$
(
8,151,538
)
Total Weighted Average Shares of Common Stock Outstanding – Basic & Diluted
5,443,538
5,433,833
5,444,150
5,083,640
Basic & Diluted Loss Per Share Attributable to Common Stockholders
$
(
0.52
)
$
(
0.55
)
$
(
1.83
)
$
(
1.60
)
The accompanying notes are an integral part of these unaudited consolidated financial statements.
4
5
Generation Income Properties Inc
Consolidated Statements of Changes in Equity (Deficit), Redeemable Preferred Stock, and Redeemable Non-Controlling Interests
(unaudited)
Common Stock
Additional
Paid-In Capital
Accumulated Deficit
Stockholders' Equity
Non-Controlling Interests
Total Equity
Redeemable Preferred Stock
Redeemable Non-Controlling Interests
Shares
Amount
Balance, December 31, 2023
2,620,707
$
26,207
$
18,472,049
$
(
14,833,058
)
$
3,665,198
$
406,131
$
4,071,329
$
11,637,616
$
18,812,423
Restricted stock compensation
-
-
94,935
-
94,935
-
94,935
-
-
Stock issuance costs
-
-
(
61,938
)
-
(
61,938
)
-
(
61,938
)
-
-
Cashless exercise of warrants
4,551
46
(
46
)
-
-
-
-
-
-
Conversion of preferred stock to Common stock
2,794,597
27,946
11,609,670
-
11,637,616
-
11,637,616
(
11,637,616
)
-
Distribution on Non-Controlling Interests
-
-
-
-
-
(
2,844
)
(
2,844
)
-
(
267,833
)
Dividends on preferred stock
-
-
-
-
-
-
-
(
95,000
)
-
Dividends paid on common stock
-
-
(
525,106
)
-
(
525,106
)
-
(
525,106
)
-
-
Net (loss) income for the period
-
-
-
(
2,920,220
)
(
2,920,220
)
(
7,582
)
(
2,927,802
)
95,000
953,706
Balance, March 31, 2024
5,419,855
$
54,199
$
29,589,564
$
(
17,753,278
)
$
11,890,485
$
395,705
$
12,286,190
$
-
$
19,498,296
Restricted stock compensation
-
-
94,935
-
94,935
-
94,935
-
-
Stock issuance costs
-
-
(
15,450
)
-
(
15,450
)
-
(
15,450
)
-
-
Cashless exercise of warrants
3,333
33
(
33
)
-
-
-
-
-
-
Issuance of Redeemable Non-Controlling Interests
-
-
-
-
-
-
-
-
2,500,000
Distribution on Non-Controlling Interests
-
-
-
-
-
(
2,844
)
(
2,844
)
-
(
271,090
)
Dividends paid on common stock
-
-
(
634,407
)
-
(
634,407
)
-
(
634,407
)
-
-
Net (loss) income for the period
-
-
-
(
2,261,722
)
(
2,261,722
)
-
(
2,261,722
)
-
800,234
Balance, June 30, 2024
5,423,188
$
54,232
$
29,034,609
$
(
20,015,000
)
$
9,073,841
$
392,861
$
9,466,702
$
-
$
22,527,440
Restricted stock compensation
-
-
94,934
-
94,934
-
94,934
-
-
Issuance of Redeemable Non-Controlling Interests
-
-
-
-
-
-
-
-
3,080,000
Distribution on Non-Controlling Interests
-
-
-
-
-
-
-
-
(
337,297
)
Net (loss) income for the period
-
-
-
(
2,969,596
)
(
2,969,596
)
-
(
2,969,596
)
-
866,047
Balance, September 30, 2024
5,423,188
$
54,232
$
29,129,543
$
(
22,984,596
)
$
6,199,179
$
392,861
$
6,592,040
$
-
$
26,136,190
Balance, December 31, 2024
5,443,188
$
54,431
$
29,019,047
$
(
23,277,545
)
$
5,795,933
$
392,861
$
6,188,794
$
-
$
26,664,545
Issuance of Redeemable Non-Controlling Interests
-
-
-
-
-
-
-
-
4,209,154
Distribution on Non-Controlling Interests
-
-
-
-
-
-
-
-
(
405,648
)
Net (loss) income for the period
-
-
-
(
2,731,859
)
(
2,731,859
)
-
(
2,731,859
)
-
934,399
Balance, March 31, 2025
5,443,188
$
54,431
$
29,019,047
$
(
26,009,404
)
$
3,064,074
$
392,861
$
3,456,935
$
-
$
31,402,450
6
Issuance of Redeemable Non-Controlling Interests
-
-
-
-
-
-
-
-
Distribution on Non-Controlling Interests
-
-
-
-
-
-
-
(
427,358
)
Net (loss) income for the period
-
-
-
(
4,422,628
)
(
4,422,628
)
-
(
4,422,628
)
956,108
Balance, June 30, 2025
5,443,188
$
54,431
$
29,019,047
$
(
30,432,032
)
$
(
1,358,554
)
$
392,861
$
(
965,693
)
$
-
$
31,931,200
Restricted stock compensation
-
-
258,750
-
258,750
-
258,750
-
-
Cashless exercise of warrants
4,584
-
-
-
-
-
-
-
-
Distribution on Non-Controlling Interests
-
-
-
-
-
-
-
-
(
580,356
)
Net (loss) income for the period
-
-
-
(
2,826,960
)
(
2,826,960
)
-
(
2,826,960
)
$
-
1,109,106
Balance, September 30, 2025
5,447,772
$
54,431
$
29,277,797
$
(
33,258,992
)
$
(
3,926,764
)
$
392,861
$
(
3,533,903
)
$
-
$
32,459,950
The accompanying notes are an integral part of these unaudited consolidated financial statements.
7
8
Generation Income Properties, Inc
Consolidated Statements of Cash Flows
(unaudited)
Nine Months Ended September 30,
2025
2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss
$
(
6,981,835
)
$
(
5,444,133
)
Adjustments to reconcile net loss to cash provided by operating activities
Depreciation of building and site improvements
2,461,135
2,142,914
Amortization of acquired tenant improvements
285,911
241,870
Amortization of in-place leases
1,097,408
1,090,135
Amortization of above-market leases
305,311
305,312
Amortization of below-market leases
(
133,000
)
(
101,406
)
Amortization of above-market ground lease
(
549
)
(
549
)
Amortization of debt issuance costs
137,097
156,091
Amortization of debt discount
97,216
-
Restricted stock unit compensation
258,750
284,804
Non-cash ground lease expense
59,340
64,149
Dead deal expense
35,160
35,873
Loss on derivative valuation
427,081
308,570
Loss on held for sale asset valuation
-
1,058,994
Loss on extinguishment of debt
926,398
-
Loss on sale of property
44,782
-
Changes in operating assets and liabilities
Accounts receivable
14,416
76,617
Escrow and other assets
432,957
(
185,932
)
Deferred rent asset
(
50,540
)
670,424
Prepaid expenses
(
719,726
)
(
166,558
)
Prepaid guaranty fees - related party
-
-
Accounts payable
440,146
(
327,476
)
Accrued expenses
907,472
641,342
Accrued expenses - related party
334,870
-
Lease liability
38,112
37,443
Deferred rent liability
(
2,359
)
(
104,974
)
Net cash provided by operating activities
415,553
783,511
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of land, buildings, other tangible and intangible assets
-
(
5,960,892
)
Proceeds from sale of land, buildings, other tangible and intangible assets
10,333,595
-
Net cash provided by investing activities
10,333,595
(
5,960,892
)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of redeemable non-controlling interests
-
5,580,000
Proceeds of issuance on loan payable - related party
1,610,000
-
Repayment of other payable - related party
-
(
1,357,380
)
Mortgage loan borrowings
750,000
2,217,350
Mortgage loan repayments
(
11,436,360
)
(
639,599
)
Debt extinguishment costs
(
640,180
)
-
Equity issuance costs
-
(
77,421
)
Debt issuance costs
(
72,900
)
-
Insurance financing borrowings
380,315
400,889
Insurance financing repayments
(
292,312
)
(
285,406
)
Distribution on non-controlling interests
(
1,413,362
)
(
881,907
)
Dividends paid on preferred stock
-
(
190,000
)
Dividends paid on common stock
-
(
1,159,481
)
Net cash used in financing activities
(
11,114,799
)
3,607,045
Net decrease in cash and cash equivalents
(
365,651
)
(
1,570,336
)
Cash and cash equivalents and restricted cash - beginning of period
647,439
3,151,946
Cash and cash equivalents and restricted cash - end of period
$
281,788
$
1,581,610
CASH TRANSACTIONS
Interest paid
$
4,454,725
$
1,243,608
NON-CASH TRANSACTIONS
Assumption of loans in connection with property acquisitions
$
7,023,895
$
-
Issuance of Series B-2 Preferred Units in connection with property acquisitions
$
4,209,153
$
-
9
Conversion of Preferred Stock into Common Stock
$
-
$
11,637,616
Stock issued for cashless exercise of Investor Warrants
$
-
$
79
Deferred distribution on redeemable non-controlling interests
$
-
$
2,280,471
The accompanying notes are an integral part of these unaudited consolidated financial statements.
10
GENERATION INCOME PROPERTIES, INC.
NOTES TO UNAUDITED CON
SOLIDATED FINANCIAL STATEMENTS
Note 1 – Nature of Operations
Generation Income Properties, Inc. (the “Company”) was formed as a Maryland corporation on
September 19, 2015
. The Company is an internally managed real estate investment company focused on acquiring and managing income-producing retail, office and industrial properties net leased to high quality tenants in major markets throughout the United States.
The Company formed Generation Income Properties L.P. (the “Operating Partnership”) in
October 2015
. Substantially all of the Company’s assets are held by, and operations are conducted through, the Operating Partnership or its direct or indirect subsidiaries. The Company is the general partner of the Operating Partnership and as of
September 30, 2025 owned
99.6
%
of the outstanding common units of the Operating Partnership. The Company formed a Maryland entity GIP REIT OP Limited LLC in 2018 that owns
0.001
%
of the Operating Partnership.
The Company places each property in a separate entity which may have a Redeemable Non-Controlling interest as a member.
As of September 30, 2025
, the Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis owned
28
properties.
Management’s Liquidity Plans and Going Concern
On August 27, 2014, FASB issued ASU 2014-05, Disclosure of Uncertainties about an Entity’s ability to Continue as a Going Concern, which requires management to assess a company’s ability to continue as a going concern within one year from financial statement issuance and to provide related footnote disclosures in certain circumstances. In accordance with ASU 2014-05, management’s analysis can only include the potential mitigating impact of management’s plans that have not been fully implemented as of the issuance date if (a) it is probable that management’s plans will be effectively implemented on a timely basis, and (b) it is probable that the plans, when implemented, will alleviate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying Consolidated Financial Statements are prepared in accordance with U.S. GAAP applicable to a going concern. This presentation contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and does not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described below.
For the nine months ended September 30, 2025, the Company provided operating cash flows of $
415,553
and had cash on hand of $
281,788
as of September 30, 2025. As a result of our recurring losses, our projected cash requirement to cover operating needs, and our current liquidity, management's plans have comprised refinancing and extending terms for preferred equity and loans and optimizing portfolio assets and divesting where property performance has not met management objectives or where market conditions provide favorable opportunities. The Company's ability to continue as a going concern has been dependent upon implementing and executing management's plan.
In May 2025, the Board of Directors appointed a Special Committee to support strategic initiatives for the Company. The Special Committee has retained a transaction advisor and counsel to evaluate opportunities to optimize shareholder value and benefits to the Company.
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation
The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management, necessary in order to make the financial statements not misleading. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) were omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited financial statements and footnotes included in the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2025. The results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025.
The preparation of the consolidated financial statements is in conformity with U.S. GAAP. The Company adopted the calendar year as its basis of reporting. Certain immaterial prior year amounts have been reclassified for consistency with the current period presentation.
11
Consolidation
The accompanying consolidated financial statements include the accounts of Generation Income Properties, Inc. and the Operating Partnership and all of the direct and indirect wholly owned subsidiaries of the Operating Partnership and the Company’s subsidiaries. All significant inter-company balances and transactions have been eliminated in the consolidated financial statements.
The consolidated financial statements include the accounts of all entities in which the Company has a controlling interest. The ownership interests of other investors in these entities are recorded as non-controlling interests or redeemable non-controlling interest. Non-controlling interests are adjusted each period for additional contributions, distributions, and the allocation of net income or loss attributable to the non-controlling interests. Investments in entities for which the Company has the ability to exercise significant influence over, but does not have financial or operating control, are accounted for using the equity method of accounting. Accordingly, the Company’s share of the earnings (or losses) of these entities are included in consolidated net income or loss.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of commitments and 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. It is possible that the estimates and assumptions that have been utilized in the preparation of the consolidated financial statements could change significantly if economic conditions were to weaken.
12
Cash
The Company considers all demand deposits, cashier’s checks and money market accounts to be cash equivalents. Amounts included in restricted cash represent funds owned by the Company related to tenant escrow reimbursements and immediate capital repair reserve.
The following table provides a reconciliation of the Company’s cash and cash equivalents and restricted cash that sums to the total of those amounts at the end of the periods presented on the Company’s accompanying Consolidated Statements of Cash Flows:
As of September 30,
As of September 30,
2025
2024
Cash and cash equivalents
$
247,288
$
1,547,110
Restricted cash
34,500
34,500
Cash and cash equivalents and restricted cash
$
281,788
$
1,581,610
Revenue Recognition
The Company leases real estate to its tenants under long-term net leases which the Company accounts for as operating leases. Those leases that have fixed and determinable rent increases are recognized on a straight-line basis over the lease term. Deferred rent liability includes
$
194,083
and
$
196,442
of prepaid rent as of September 30, 2025 and December 31, 2024, respectively.
The Company reviews the collectability of charges under its tenant operating leases on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates, and economic conditions in the area where the property is located. In the event that uncollectibility exists with respect to any tenant changes, the Company would record an allowance with a corresponding reduction to Rental income. The Company’s review of collectability of charges under its operating leases includes any accrued rental revenues related to the straight-line rents. There were no allowances for receivables recorded during three and nine months ended September 30, 2025 or 2024.
The Company’s leases provide for reimbursement from tenants for common area maintenance (“CAM”), insurance, real estate taxes and other operating expenses (“recoverable costs”). A portion of our operating cost reimbursement revenue is estimated each period and is recognized as rental income in the period the recoverable costs are incurred and accrued.
The Company often recognizes above- and below-market lease intangibles in connection with acquisitions of real estate. The capitalized above- and below-market lease intangibles are amortized to rental income over the
remaining term of the related leases.
Stock-Based Compensation
The Company records all equity-based incentive grants to employees and non-employee members of the Company’s Board of Directors in compensation costs based on their fair values on the date of grant. Stock-based compensation expense, net of forfeitures, is recognized on a straight-line basis over the requisite service period of the award, which is generally the vesting term of the outstanding equity awards.
Investments in Real Estate
Acquisitions of real estate are recorded at cost. The Company assigns the purchase price of real estate to tangible and intangible assets and liabilities based on fair value. Tangible assets consist of land, buildings, site improvements, and tenant improvements. Intangible assets and liabilities consist of the value of in-place leases and above- or below-market leases assumed with the acquisition. At the time of acquisition, the Company assesses whether the purchase of the real estate falls within the definition of a business under Accounting Standards Codification (“ASC”) 805,"Business Combinations," and to date has concluded that all asset transactions have been asset acquisitions. Therefore, each acquisition has been recorded at the purchase price whereas assets and liabilities, inclusive of closing costs, are allocated to land, building, site improvements, tenant improvements, and intangible assets and liabilities based upon their relative fair values at the date of acquisition.
The fair value of the in-place leases are estimated as the cost to replace the leases including loss of rent, commissions and legal fees. The in-place leases are amortized over the remaining term of the leases as amortization expense. The fair value of an above- or below-market lease is estimated as the present value of the difference between the contractual amount to be paid pursuant to the in-place lease and the estimated market lease rate expected over the remaining non-cancelable life of the lease at the date of acquisition. The capitalized above- or below-market lease values are amortized as a decrease or increase to rental income over the remaining term of the lease inclusive of the renewal option periods that are considered probable at acquisition.
Depreciation Expense
Real
estate and related assets are stated net of accumulated depreciation. Renovations, replacements and other expenditures that improve or extend the life of assets are capitalized and depreciated over their estimated useful lives. Expenditures for ordinary maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the
13
estimated
useful life of the buildings, which are generally between
15
and
50 years
, and site improvements, which are generally
5
to
9
years. Tenant improvements are amortized over the lease terms of the tenants, which is generally between
2
and
10
years, with
two
tenant improvements amortized over
27 years
.
Lease Liabilities
The Company has a certain property within its portfolio that is on land subject to a ground lease with a third party, which is classified as an operating lease. Accordingly, the Company owns only a long-term leasehold in this property. The building and improvements constructed on the leased land are capitalized as investment in real estate and are depreciated over the shorter of the useful life of the improvements or the lease term.
Under ASC 842, "Leases," the Company recognizes a lease liability for its ground lease and corresponding right-of-use asset related to this same ground lease which is classified as an operating lease. A key input in estimating the lease liability and resulting right-of-use asset is establishing the discount rate in the lease, which since the rate implicit in the contract is not readily determinable, requires additional inputs for the longer-term ground lease, including mortgage market-based interest rates that correspond with the remaining term of the lease, the Company's credit spread, and the payment terms present in the lease. This discount rate is applied to the remaining unpaid minimum rental payments for the lease to measure the lease liability.
Impairments
The Company reviews investments in real estate and related lease intangibles for possible impairment when certain events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable though operations plus estimated disposition proceeds. Events or changes in circumstances that may occur include, but are not limited to, significant changes in real estate market conditions, estimated residual values, and an expectation to sell assets before the end of the previously estimated life. Impairments are measured to the extent the current book value exceeds the estimated fair value of the asset less disposition costs for any assets classified as held for sale. There were
no
impairments in the Company's investments in real estate during the nine months ended September 30, 2025. An impairment loss of approximately $
1.06
million was recognized during the nine months ended September 30, 2024 resulting from the reduction in the anticipated holding period of the property which was reclassified as held for sale in the three months ended March 31, 2024 and remained classified as held for sale as of September 30, 2024.
The valuation of impaired assets is determined using valuation techniques including discounted cash flow analysis, analysis of recent comparable sales transactions, and purchase offers received from third parties, which are Level 3 inputs. The Company may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of its real estate. Estimating future cash flows is highly subjective and estimates can differ materially from actual results.
Real Estate Held for Sale
The Company generally considers assets to be held for sale when certain criteria have been met, and management believes it is probable that the disposition will occur within one year. Properties are held for sale for a period longer than one year if events or circumstances out of the Company's control occur that delay the sale and while management continues to be committed to the plan of sale and is performing actions necessary to respond to the conditions causing the delay the properties held for sale remain salable in their current condition. Assets that are classified as held for sale are recorded at the lower of their carrying amount or fair value, less cost to sell, and depreciation and amortization are no longer recognized. Held for sale properties are evaluated quarterly to ensure that properties continue to meet the held for sale criteria. If properties are required to be reclassified from held for sale to held for use due to changes to a plan of sale, they are recorded at the lower of fair value or the carrying amount before the property was classified as held for sale, adjusted for any depreciation and amortization expense that would have been recognized had the property been continuously classified as held and used. Properties that do not meet the held for sale criteria are accounted for as operating properties.
During the third quarter of 2025, management approved a plan to sell three assets and executed purchase and sale agreements supporting a probable sale within one year. Accordingly, the following properties, which are under contract for sale, were reclassified to real estate asset held for sale as of September 30, 2025:
•
585 24½ Road, Grand Junction, Colorado, for approximately $
4.97
million.
•
702 Tillman Place, Plant City, Florida, for approximately $
1.95
million.
•
2601Westhall Lane, Maitland, Florida, for approximately $
6.85
million.
The three held-for-sale properties are recorded at a combined cost basis of approximately $
10.73
million as of September 30, 2025.
No impairment loss was recognized during the quarter as the estimated fair values less costs to sell exceed the carrying values at the
14
date of reclassification.
The previously held-for-sale property located at 3134 W. 76th Street, Chicago, Illinois was reclassified to investments in real estate during the third quarter as the related sale contract was terminated. No impairment was recorded upon reclassification.
Income Taxes
The Company elected to be taxed as a real estate investment trust (“REIT”) under Section 856 through 860 of the Internal Revenue Code. To continue to qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of its taxable income to its stockholders. As a REIT, the Company generally will not be subject to federal corporate income tax on that portion of its taxable income that is currently distributed to stockholders. Accordingly, the only provision for federal income taxes in the accompanying consolidated financial statements relates to the Company's consolidated taxable REIT subsidiary of which no income was generated during the three and nine months ended September 30, 2025 and 2024.
The Company also recognizes liabilities for unrecognized tax benefits which are recognized if the weight of available evidence indicates that it is not more-likely-than-not that the positions will be sustained on examination, including resolution of the related processes, if any. As of each balance sheet date, unrecognized benefits are reassessed and adjusted if the Company’s judgment changes as a result of new information.
No
liability for unrecognized tax benefits was recorded as of
September 30, 2025 or 2024. At September 30, 2025
, the Company's tax returns for the years 2022 forward remain subject to examination by the major tax jurisdictions under the statute of limitations.
Earnings per Share
In accordance with ASC 260, "Earnings Per Share," basic earnings (loss) per share (“EPS”) is computed by dividing net loss attributable to the Company that is available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock warrants, using the treasury stock method, and convertible debt, using the if-converted method. Diluted EPS excludes all potentially dilutive securities such as warrants and convertible membership units of the Operating Partnership (“GIP LP Units”) if their effect is anti-dilutive. For the three and nine months ended September 30, 2025 and 2024
, all potentially dilutive securities were excluded because the effect was anti-dilutive.
Derivative Financial Instruments
Derivatives are recorded at fair value on the balance sheet as assets or liabilities. The valuation of derivative instruments requires us to make estimates and judgments that affect the fair value of the instruments. Fair values of our derivatives are estimated by pricing models that consider the forward yield curves and discount rates. Such amounts and the recognition of such amounts are subject to estimates that may change in the future.
Fair Value Measurements
Fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement is determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the Company uses a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from independent sources (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the Company's own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). The three levels of inputs used to measure fair value are as follows:
•
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.
•
Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.
•
Level 3 - Unobservable inputs for the asset or liability, which are typically based on the Company's own assumptions, as there is little, if any, related market activity. The Company also re-measures nonfinancial assets and nonfinancial liabilities, initially measured at fair value in a business combination or other new basis event, at fair value in subsequent
15
periods if a re-measurement event occurs. See Derivative Financial Instruments in Note 10
for additional information on the Company's fair value measurements.
Note 3 – Acquired Lease Intangible Assets, net
In-place leases, net is comprised of the following:
As of September 30,
As of December 31,
2025
2024
In-place leases
$
8,518,021
$
8,847,484
Accumulated amortization
(
3,474,913
)
(
3,244,168
)
In-place leases, net
$
5,043,108
$
5,603,316
The amortization for in-place leases for the three and nine months ended September 30, 2025 and 2024 was $
362,227
and $
1,097,408
and $
346,404
and $
1,090,135
, respectively.
The future amortization for in-place leases, net for subsequent years ending December 31, is listed below:
As of September 30,
2025
2025 (3 months remaining)
299,145
2026
1,115,611
2027
933,927
2028
745,976
2029
568,815
Thereafter
1,379,634
$
5,043,108
Above-market leases, net is comprised of the following:
As of September 30,
As of December 31,
2025
2024
Above-market leases
$
926,381
$
1,657,256
Accumulated amortization
(
407,076
)
(
576,867
)
Above-market leases, net
$
519,305
$
1,080,389
The amortization for above-market leases for the three and nine months ended September 30, 2025 and 2024 was $
101,771
and $
305,311
, and $
101,770
and $
305,312
, respectively.
The future amortization for above-market leases, net for subsequent years ending December 31, is listed below:
As of September 30,
2025
2025 (3 months remaining)
46,961
2026
179,075
2027
161,539
2028
104,334
2029
19,666
Thereafter
7,730
$
519,305
16
Note 4 – Acquired lease intangible liabilities, net
Acquired lease intangible liabilities, net is comprised of the following:
As of September 30,
As of December 31,
2025
2024
Acquired lessor lease intangible liabilities
$
2,011,964
$
1,468,695
Accumulated accretion to rental income
(
608,575
)
(
475,573
)
Acquired lessor lease intangible liabilities, net
$
1,403,389
$
993,122
Acquired lessee lease intangible liabilities
$
45,207
$
45,207
Accumulated amortization to offset building expenses
(
2,603
)
(
2,057
)
Acquired lessee lease intangible liabilities, net
$
42,604
$
43,150
The amortization for acquired lessor lease intangible liabilities for the three and nine months ended September 30, 2025 and 2024
was $
45,220
and $
133,000
, and $
33,802
and $
101,406
, respectively.
The future amortization for acquired lessor lease intangible liabilities, net for subsequent years ending December 31 is listed below:
As of September 30,
2025
2025 (3 months remaining)
$
47,772
2026
167,728
2027
158,548
2028
158,105
2029
105,688
Thereafter
765,548
$
1,403,389
The amortization for acquired lessee lease intangible liabilities for both the three and nine months ended September 30, 2025 and 2024 was $
183
and $
549
, respectively. The future amortization for acquired lessee lease intangible liabilities, net for subsequent years ending December 31 is listed below:
As of September 30,
2025
2025 (3 months remaining)
$
183
2026
731
2027
731
2028
731
2029
731
Thereafter
39,497
$
42,604
Note 5 – Leases
Lessor Accounting
All of the Company's leases are classified as operating leases. The Company's rental income is comprised of both fixed and variable income. Fixed and in-substance fixed lease income includes stated amounts per the lease contract, which are primarily related to base rent. Income for these amounts is recognized on a straight-line basis. The Company’s leases also provide for reimbursement of recoverable costs. A portion of our operating cost reimbursement revenue is estimated each period and is recognized as rental income in the period the recoverable costs are incurred. Variable lease income includes the tenants' contractual obligations to reimburse the Company for their portion of recoverable costs incurred and index-based rent adjustments.
The following table provides a disaggregation of lease income recognized as either fixed or variable lease income for the
nine months ended September 30, 2025 and 2024:
2025
2024
Rental income
Fixed and in-substance fixed lease income
6,616,845
5,934,480
Variable lease income
752,975
1,045,265
Other related lease income, net:
Amortization of above- and below-market leases, net
(
172,311
)
(
203,906
)
Straight line rent, net
50,541
74,253
Total Rental income
7,248,050
6,850,092
17
For the
nine months ended September 30, 2025 and 2024, the following tenants each accounted for more than 10% of our rental revenue as indicated below:
2025
2024
General Services Administration - Norfolk, VA, Manteo, NC & Vacaville, CA
16
%
12
%
Dollar General - multiple locations
13
%
11
%
Pre-K - San Antonio, TX
11
%
11
%
Kohl's - Tucson, AZ
10
%
10
%
exp U.S. Services - Maitland, FL
10
%
10
%
The following table presents future minimum rental cash payments due to the Company over the next five calendar years and thereafter as of December 31:
As of September 30,
2025
2025 (3 months remaining)
$
2,211,905
2026
8,585,646
2027
6,866,687
2028
5,553,014
2029
4,360,830
Thereafter
21,749,093
$
49,327,175
On February 6, 2025, the Company acquired
three
single-tenant retail properties from a single seller for an aggregate purchase price of approximately $
11.2
million. The portfolio includes a
4,108
-square-foot property in Sanford, Florida leased to Zaxby’s with annual base rent of approximately $
240,434
; a
10,640
-square-foot property in Cleveland, Tennessee leased to Dollar General with annual base rent of approximately $
119,728
; and a
19,097
-square-foot property in Kernersville, North Carolina leased to Tractor Supply Co. with annual base rent of approximately $
303,000
. Future minimum rent is reflected in the above table.
Lessee Accounting
The Company acquired
one
property on March 9, 2022 that is subject to a non-cancelable, long-term ground lease where a third party owns the underlying land and has leased the land to the Company. Accordingly, the Company owns only a long-term leasehold in this property. This ground lease expires in
2084
including those options the Company deems probable of exercising. The ground lease expense is recognized on a straight-line basis over the term of the lease, including management's estimate of expected option renewal periods. Operating lease expense was approximately $
93,762
and $
93,762
for the three months ended September 30, 2025 and 2024 and $
281,285
and $
281,285
for the
nine months ended September 30, 2025 and 2024
, respectively. There are
no
variable lease expenses required to be paid by the Company as lessee per the lease terms. Cash paid for amounts included in the measurement of the lease liability, net was $
61,278
and $
61,278
for the three months ended September 30, 2025 and 2024, respectively, and $
183,834
and $
182,799
for the
nine months ended September 30, 2025 and 2024, respectively.
The following table summarizes the undiscounted future cash flows for subsequent years ending December 31 attributable to the lease liability as of
September 30, 2025 and provides a reconciliation to the lease liability included in the accompanying Consolidated Balance Sheets as of September 30, 2025.
As part of the Company’s acquisition of
one
property on January 14, 2022 for approximately $
2,264,000
in Tampa, FL, the Operating Partnership entered into a contribution agreement with LMB Owenton I LLC that resulted in the issuance of
110,957
GIP LP Units at $
10.00
per share for a total value of $
1,109,570
. After 24 months, the contribution agreement allows for the investor to require the Operating Partnership to redeem, all or a portion of its units for either (i) the Redemption Amount (within the meaning of the Partnership Agreement), or (ii) until forty nine (49) months from date of closing, cash in an agreed-upon Value (within the meaning of the Partnership Agreement) of $
10.00
per share. As such, the Company has determined this equity should be classified as temporary equity at redemption value. On February 7, 2023, the Operating Partnership entered into a Unit Issuance Agreement and Amendment to Contribution and Subscription Agreement with LMB Owenton I LLC in which the Operating Partnership and LMB Owenton I LLC agreed to delay the Contributor’s right to require the redemption of the Contributor’s GIP LP Units in the Operating Partnership until after 36 months on January 14, 2025 and for a reduced redemption price of $
7.15
per GIP LP Unit. Such agreement was made in consideration of the issuance to LMB Owenton I LLC of an additional
44,228
GIP LP Units in the Operating Partnership, resulting in Contributor owning an aggregate of
155,185
GIP LP Units in the Operating Partnership at redemption value of $
1,109,570
as of September 30, 2025.
Norfolk, VA Partnership
As part of the Company’s acquisition of
two
properties for approximately $
19,134,400
on September 30, 2019 in Norfolk, Virginia, the "Norfolk, Virginia properties", the Operating Partnership entered into contribution agreements with
two
entities (Greenwal, L.C. and Riverside Crossing, L.C.) that resulted in the issuance of
349,913
common units in the Operating Partnership at $
20.00
per share for a total value of $
6,998,251
. Greenwal, L.C and Riverside Crossing, L.C. have since been dissolved and the common units were then directly owned by the former members of the two entities. Beginning on the first anniversary of the closing, the contribution agreements allowed for the
two
investors to require the Operating Partnership to redeem all or a portion of its units for either (i) the Redemption Amount (within the meaning of the Operating Partnership’s Partnership Agreement), or (ii) until forty-nine (49) months from date of closing, cash in an agreed-upon Value (within the meaning of the Operating Partnership’s Partnership Agreement) of $
20.00
per share, as set forth on the Notice of Redemption. As such, the Company has determined their equity should be classified as a temporary equity at redemption value. On March 21, 2022, the Company received notice from an Operating Partnership common unit holder to redeem
10,166
units at $
20.00
per unit for a total of $
203,326
and paid the unit holder on June 24, 2022. On April 25, 2022, the Company received notice from another Operating Partnership common unit holder to redeem
10,166
units at $
20
per unit for a total of $
203,326
and paid the unit holder on July 25, 2022. On July 20, 2022, the Company received a notice of redemption from an Operating Partnership common unit holder exercising his right to redeem
25,000
units at $
20
per unit and such notice further stated the unit holder’s intent to redeem his remaining
180,615
units in the Operating Partnership before October 31, 2023. On August 9, 2022, the Company and Operating Partnership entered a Redemption Agreement with the unit holder providing for the revocation of his July 2022 redemption notice and providing that the his common units in the Operating Partnership would be redeemed by the Operating Partnership as follows: (i) on or before September 15, 2022,
16,250
of the units would be redeemed for an aggregate of $
325,000
in cash (which is $
20
per unit, as provided in the applicable Contribution Agreements) and
60,000
of the units would be redeemed in exchange for the issuance of
200,000
shares of the Company’s common stock, and (ii) the remaining
129,365
units would be redeemed for $
20
per unit in cash in one tranche of
16,250
units on March 15, 2023 and five tranches of
22,623
units each on September 15, 2023, March 15, 2024, June 15, 2024, September 15, 2024, and December 15, 2024. As such, the Company recorded in other payable - related party in the amount of $
2,912,300
upon execution of the Redemption Agreement entered into August 9, 2022 and continue to pay unit distributions on current units outstanding. In accordance with the Redemption Agreement the Company has made payments of $
2,912,300
through December 31, 2024, reducing the balance of the redemption payable to $
0
. Additionally, on September 12, 2022, the Company issued
200,000
shares of common stock at $
6.00
per share in accordance with the Redemption Agreement.
On January 27, 2023, the remaining two partners from this original transaction redeemed a total of
123,965
units at $
20
per unit in the aggregate amount of $
2,479,299
and the Company funded the redemption obligations per the terms of the contribution agreement on February 9, 2023 using proceeds from new preferred equity agreements with Brown Family Enterprises, LLC. In the year ended December 31, 2023, we accrued approximately $
506,000
relating to the potential reimbursement of federal, state and local income taxes incurred by a remaining partner in one of our partnerships pursuant to tax protection agreement and is included in Accrued Expense - Related Party on the face of the balance sheet and the balance remained unchanged as of September 30, 2025.
JCWC Funding, LLC
On June 27, 2024, the Operating Partnership and an accredited investor entered into a Unit Purchase Agreement pursuant to which the Operating Partnership issued and sold to the investor
500,000
Series A Preferred Units at a price of $
5.00
per unit for an aggregate purchase price of two million five hundred thousand dollars ($
2,500,000
) in cash. Under the terms of the Series A Preferred Units, the investor will be paid cumulative cash distributions in the amount of $
0.325
per Series A Preferred Unit per year, payable monthly in arrears, on or about the 15th day of each month. Each of the investor and the Operating Partnership will have the right to cause the Operating Partnership to redeem the Series A Preferred Units after two (2) years for cash in an amount equal to $
5.15
per
Series A
19
Preferred
Unit plus any accrued but unpaid Series A Preferred Return, provided that the Operating Partnership may (with the prior written consent of the investor) cause the redemption price to be satisfied by the issuance of a number of shares of common stock of
the Company equal to the number of Series A Preferred Units being redeemed multiplied by 1.03
plus any accrued but unpaid Series A Preferred Return. If the Operating Partnership fails to declare and pay the Series A Preferred Return for a period of three consecutive months, the investor may exercise the foregoing redemption right within the 30-day period following such failure.
Lloyd M. Bernstein
On February 6, 2025, the Operating Partnership entered into a Contribution and Subscription Agreement with LMB Lewiston, LLC, LMB Ft. Kent, LLC, and LMB Auburn Hills I, LLC (collectively, the "Contributed Entities") and their members. Pursuant to the agreement, the members of the Contributed Entities contributed
100
% of their membership interests to the Operating Partnership in exchange for
698,465
newly issued Series B-2 Preferred Units at a price of $
6.00
per unit, valued in aggregate at approximately $
4.2
million. The Contributed Entities collectively own three single-tenant net lease retail properties leased to Zaxby's (Sanford, FL), Dollar General (Cleveland, TN), and Tractor Supply Co. (Kernersville, NC), with a combined gross asset value of $
11.2
million. In connection with the contribution, the Operating Partnership assumed outstanding debt totaling approximately $
7.0
million secured by the properties. The Preferred Units issued in the transaction carry a cumulative annual distribution of $
0.33
per unit, payable monthly in arrears. Beginning on the second anniversary of closing, the holders may elect to redeem their units for a "Redemption Amount" as defined in the Amended and Restated Agreement of Limited Partnership.
Preferred Equity Partners
Brown Family Trust and Brown Family Enterprises, LLC
As part of the Company’s acquisition of a property for approximately $
1,737,800
in Manteo, NC, one of the Company’s operating subsidiaries entered into a preferred equity agreement with Brown Family Trust on February 11, 2021 pursuant to which the Company’s subsidiary received a capital contribution of $
500,000
.
The Operating Partnership is the general manager of the subsidiary while Brown Family Trust is a preferred equity member. Pursuant to the agreement, the Company is required to pay the preferred equity member a 9% internal rate of return ("IRR") on a monthly basis. After 24 months, the Brown Family Trust has the right to redeem and the Operating Partnership has the right to call the preferred equity at redemption value. Because of the redemption right, the non-controlling interest was presented as temporary equity at redemption value.
On August 10, 2023, the Company exercised its right to call the preferred equity at redemption value and redeemed the preferred equity upon payment of the original capital contribution plus accrued and deferred interest.
On February 8, 2023, the Operating Partnership entered into new Amended and Restated Limited Liability Company Agreements for the Norfolk, Virginia properties, GIPVA 2510 Walmer Ave, LLC ("GIPVA 2510") and GIPVA 130 Corporate Blvd, LLC ("GIPVA 130"), in which the Operating Partnership, as the sole member of GIPVA 2510 and GIPVA 130, admitted a new preferred member, Brown Family Enterprises, LLC, through the issuance of preferred membership interests in the form of Class A Preferred Units of GIPVA 2510 and GIPVA 130. GIPVA 2510 and GIPVA 130 (the “Virginia SPEs”) hold the Company’s Norfolk, Virginia properties. In addition, both of the Virginia SPEs and Brown Family Enterprises, LLC entered into Unit Purchase Agreements in which GIPVA 2510 issued and sold
180,000
Class A Preferred Units at a price of $
10.00
per unit for an aggregate price of $
1,800,000
, and GIPVA 130 issued and sold
120,000
Class A Preferred Units at a price of $
10.00
per unit for an aggregate price of $
1,200,000
.
The Operating Partnership is the general manager of the subsidiary while Brown Family Enterprises, LLC is a preferred equity member. Pursuant to the agreement, the Company is required to pay the preferred equity member a 7% IRR paid on a monthly basis and will share in 16% of the equity in each of the Virginia SPEs upon a capital transaction resulting in distributable proceeds. Brown Family Enterprises, LLC has the right to redeem the preferred equity at redemption value. On July 25, 2024, we entered into First Amendments to the Second Amended and Restated Limited Liability Company Agreements, dated as of February 8, 2023, for each of these entities revising the redemption date from February 8, 2025 to February 8, 2027.
Because of the redemption right, the non-controlling interest is presented as temporary equity at an aggregated redemption value of $
3,000,000
as of September 30, 2025.
LC2-NNN Pref, LLC
In connection with the acquisition of the Modiv Portfolio, the Operating Partnership and LC2 entered into an Amended and Restated Limited Liability Company Agreement for GIP SPE (the “GIP SPE Operating Agreement”) pursuant to which LC2 made a $
12.0
million initial capital contribution to GIP SPE, together with a commitment to make an additional $
2.1
million contribution upon the satisfactory completion of the acquisition of a tenant-in-common interest held by a third party in the Company’s Rockford, Illinois property (the “LC2 Investment”). The Company completed the acquisition of such tenant-in-common interest on September 7, 2023, for a purchase price of $
1.3
million and LC2 made the additional $
2.1
million capital contribution on September 11, 2023. LC2 made the LC2 Investment in exchange for a preferred equity interest in GIP SPE (the “Preferred Interest”).
The
Preferred Interest has a cumulative accruing distribution preference of 15.5% per year, compounded monthly, a portion of which in the amount of 5% per annum (compounded monthly) is deemed to be the “current preferred return,” and the remainder of which in the amount of 10.5% per annum (compounded monthly) is deemed to be the “accrued preferred return.” The GIP SPE operating agreement provides that operating
20
distributions
by GIP SPE will be made first to LC2 to satisfy any accrued but unpaid current preferred return, with the balance being paid to the Operating Partnership, unless the “annualized debt yield” of GIP SPE is less than 10%, in which case the balance will be paid to LC2. For this purpose, “annualized debt yield” is calculated as the sum of senior debt and LC2 Investment divided by the trailing three-month annualized adjusted net operating income (as defined in the GIP SPE Operating Agreement) of GIP SPE.
The GIP SPE Operating Agreement also provides that distributions from capital transactions will be paid first to LC2 to satisfy any accrued but unpaid preferred return, then to LC2 until the “Make-Whole Amount” (defined as the amount equal to 1.3 times the LC2 Investment) is reduced to zero, and then to the Operating Partnership.
The Preferred Interest is required to be redeemed in full by the Company on or before August 10, 2025 (the "Mandatory Redemption Date") for a redemption amount equal to the greater of (i) the amount of the LC2 Investment plus the accrued preferred return, and (ii) the Make-Whole Amount. Upon a failure to timely redeem the Preferred Interest, the preferred return will accrue at an increased rate of
18
% per annum, compounded monthly.
The Company has the right to extend the Mandatory Redemption Date for two consecutive 12-month extension periods, provided that (i) LC2 is paid an extension fee of
0.01
% of the outstanding amount of the LC2 Investment for each such extension, (ii) the preferred return is increased from
15.5
% to
18
% of which the accrued preferred return is increased from
10.5
% to
13
%, (iii) the trailing 6-month annualized adjusted net operating income (as defined in the GIP SPE Operating Agreement) is in excess of $
5.0
million, (iv) GIP SPE and its subsidiaries’ senior debt is extended through the end of the extension period, and there are no defaults under the GIP SPE Operating Agreement.
On August 7, 2025, the Company exercised its first 12-month extension option under the GIP SPE Operating Agreement, extending the Mandatory Redemption Date from August 10, 2025 to August 10, 2026. In connection with the extension, the Company paid LC2 an extension fee of $
141,000
(equal to 100 basis points of the outstanding LC2 Investment), increased the "Preferred Equity Return" under the GIP SPE Operating Agreement from
15.5
% to
18
% per annum, and increased the "Accrued Preferred Return" under the agreement from
10.5
% to
13
% per annum, while the "Current Preferred Return" under the agreement remained at
5
% per annum. The Company also confirmed that the trailing nine-month annualized adjusted net operating income exceeded $
5.0
million, the senior loans had been extended through the end of the extension period, and there were no material breaches or defaults under the GIP SPE Operating Agreement.
Under the GIP SPE Operating Agreement, GIP SPE is also required to pay to Loci Capital, an affiliate of LC2, an equity fee of 1.5% of the LC2 Investment, with 1% having been paid upon the execution and delivery of the GIP SPE Operating Agreement and the
0.5
% payable upon redemption of the LC2 Investment.
Due to the redemption right, the Preferred Interest is presented as temporary equity at redemption value of $
14,100,000
plus accrued but unpaid preferred interest of $
4,461,228
as of September 30, 2025.
Non-Controlling Interest (Permanent Equity)
As part of the Company’s acquisition of
one
property on November 30, 2020 for $
1,847,700
in Tampa, FL, the Operating Partnership entered into a contribution agreement with GIP Fund 1, LLC that resulted in the issuance of
24,309
GIP LP Units in the Operating Partnership at $
20.00
per share for a total value of $
486,180
. At the time of the acquisition, the Company’s President owned
11
% of GIP Fund 1. GIP Fund 1 has since been dissolved and the GIP Units are now directly owned by the former members of GIP Fund 1. After 12 months, the contribution agreement allows for the former members of GIP Fund 1 to require the Operating Partnership to redeem, all or a portion of its GIP LP Units for common stock of the Company. As such, the Company has determined their equity should be classified as a Non-controlling interest.
Following these transactions as of September 30, 2025
, the Company owned
99.6
%
of the common units in the Operating Partnership and outside investors owned
0.4
%.
The following table reflects the Company's redeemable non-controlling interests and non-controlling interest during the
three and nine months ended September 30, 2025 and 2024:
21
Brown Family Trust and Brown Family Enterprises, LLC
LMB Owenton I LLC
GIP LP (Former Greenwal, L.C. and Riverside Crossing, L.C. Members)
JCWC Funding, LLC
Lloyd M. Bernstein
LC2-NNN Pref, LLC
Total Redeemable Non-Controlling Interests
Non-Controlling Interests - Former GIP Fund 1 Members
Balance, December 31, 2023
$
3,000,000
$
1,109,570
$
-
$
-
$
14,702,853
$
18,812,423
$
406,131
Distribution on Non-Controlling Interests
(
52,500
)
(
18,157
)
(
9,705
)
-
(
187,471
)
(
267,833
)
(
2,844
)
Net income (loss) for the quarter
52,500
18,157
9,705
-
873,344
953,706
(
7,582
)
Balance, March 31, 2024
$
3,000,000
$
1,109,570
$
-
$
-
$
15,388,726
$
19,498,296
$
395,705
Issuance of Redeemable Non-Controlling Interests
-
-
-
2,500,000
-
2,500,000
-
Distribution on Non-Controlling Interests
(
52,500
)
(
18,157
)
(
7,942
)
-
(
192,491
)
(
271,090
)
(
2,844
)
Net income (loss) for the quarter
$
52,500
18,157
7,942
-
721,635
800,234
-
Balance, June 30, 2024
$
3,000,000
$
1,109,570
$
-
$
2,500,000
$
15,917,870
$
22,527,440
$
392,861
Issuance of Redeemable Non-Controlling Interests
-
-
-
3,080,000
-
3,080,000
-
Distribution on Non-Controlling Interests
(
52,500
)
(
18,157
)
(
4,412
)
(
64,119
)
(
198,109
)
(
337,297
)
-
Net income (loss) for the quarter
52,500
18,157
4,412
64,119
726,859
866,047
-
Balance, September 30, 2024
$
3,000,000
$
1,109,570
$
-
$
5,580,000
$
16,446,620
$
26,136,190
$
392,861
Balance, December 31, 2024
$
3,000,000
$
1,109,570
$
-
$
5,580,000
$
16,974,975
$
26,664,545
$
392,861
Issuance of Redeemable Non-Controlling Interests
-
-
-
-
4,209,154
-
4,209,154
-
Distribution on Non-Controlling Interests
(
52,500
)
(
24,209
)
-
(
90,675
)
(
33,934
)
(
204,331
)
(
405,648
)
-
Net income (loss) for the quarter
52,500
24,209
-
90,675
33,934
733,081
934,399
-
Balance, March 31, 2025
$
3,000,000
$
1,109,570
$
-
$
5,580,000
$
4,209,154
$
17,503,725
$
31,402,450
$
392,861
Distribution on Non-Controlling Interests
(
52,500
)
(
12,104
)
-
(
90,675
)
$
(
57,623
)
$
(
214,455
)
(
427,358
)
-
Net income (loss) for the quarter
52,500
12,104
-
90,675
$
57,623
743,205
956,108
-
Balance, June 30, 2025
$
3,000,000
$
1,109,570
$
-
$
5,580,000
$
4,209,154
$
18,032,475
$
31,931,200
$
392,861
Distribution on Non-Controlling Interests
(
52,500
)
(
18,157
)
-
(
90,675
)
$
(
57,623
)
$
(
361,401
)
(
580,356
)
-
Net income (loss) for the quarter
52,500
18,157
-
90,675
$
57,623
890,151
1,109,106
-
Balance, September 30, 2025
$
3,000,000
$
1,109,570
$
-
$
5,580,000
$
4,209,154
$
18,561,225
$
32,459,950
$
392,861
Note 7 – Equity
Authorized Equity
The Company is authorized to issue up to
100,000,000
shares of common stock and
10,000,000
shares of preferred stock of which
2,400,000
were designated as Series A Preferred Stock. Holders of the Company’s common stock are entitled to receive dividends when authorized by the Company’s Board of Directors.
In January 2024, the Company redeemed all
2,400,000
shares of its Series A Preferred Stock from its preferred shareholders, Modiv and their affiliates, and exchanged them for
2,794,597
shares of common stock.
22
Issuance of Equity Securities
On November 13, 2020, the Company raised $
1,000,000
by issuing
50,000
Units with each Unit being comprised of one share of its Common Stock, and
one
warrant to purchase one share of its Common Stock. Each Unit was sold for a price of $
20.00
per Unit. The shares of the Company’s Common Stock and warrants included in the Units, were offered together, but the securities included in the Units are issued separately. The warrants are exercisable at a price of $
20.00
per share of Common Stock, subject to adjustment in certain circumstances, and will expire seven years from the date of issuance.
In January 2024, the Company declared and paid final preferred stock dividends of $
95,000
to holders of its Series A Preferred Stock shares. In January 2024, the Company also paid another $
95,000
dividend on the Series A Preferred Stock declared in December 2023 and accrued as of December 31, 2023. On June 27, 2024, the Operating Partnership and an accredited investor entered into a Unit Purchase Agreement (the “June 2024 Unit Purchase Agreement”) pursuant to which the Operating Partnership issued and sold to the investor
500,000
Series A Preferred Units at a price of $
5.00
per unit for an aggregate purchase price of $
2,500,000
in cash. Under the terms of the Series A Preferred Units, the investor will be paid cumulative cash distributions in the amount of $
0.325
per Series A Preferred Unit per year, payable monthly in arrears, on or about the 15th day of each month. Each of the investor and the Operating Partnership will have the right to cause the Operating Partnership to redeem the Series A Preferred Units after two (
2
) years for cash in an amount equal to $
5.15
per Series A Preferred Unit plus any accrued but unpaid Series A Preferred Return, provided that the Operating Partnership may (with the prior written consent of the investor) cause the redemption price to be satisfied by the issuance of a number of shares of common stock of the Company equal to the number of Series A Preferred Units being redeemed multiplied by
1.03
plus any accrued but unpaid Series A Preferred Return. If the Operating Partnership fails to declare and pay the Series A Preferred Return for a period of three consecutive months, the investor may exercise the foregoing redemption right within the 30-day period following such failure.
On July 24, 2024, the Operating Partnership of Generation Income Properties, Inc. (the “Company”), entered into a Fifth Amendment to the Amended and Restated Limited Partnership Agreement of the Operating Partnership (the “LPA Amendment”), pursuant to which the Company, as the general partner of the Operating Partnership, issued partnership interests to LMB Owenton I LLC (“Contributor”) in the form of Series B-1 Preferred Units (the “Series B-1 Preferred Units”).
Also on July 24, 2024, the Operating Partnership and the Contributor entered into a Contribution and Exchange Agreement (the “Contribution Agreement”) pursuant to which the Contributor contributed
155,185
Common Units in exchange for
155,185
Series B-1 Preferred Units. If and when determined by the Company, as general partner of the Operating Partnership, in its sole discretion, holders of the Series B-1 Preferred Units will be paid cash distributions in the amount of $
0.117
per Series B-1 Preferred Unit per quarter, subject to prior payment of any preferred return on senior preferred units of the Operating Partnership. The Contributor will have the right to cause the Operating Partnership to redeem the Series B-1 Preferred Units after two (
2
) years for either (i) cash in an amount equal to $
7.15
per Series B-1 Preferred Unit or (ii) a number of shares of common stock of the Company equal to the number of Series B-1 Preferred Units being redeemed multiplied by
1.00
, plus, in each case, an amount equal to all dividends accrued and unpaid thereon.
Warrants
Private Placement Warrants
On April 25, 2019, the Company raised $
1,000,000
by issuing
50,000
Units with each Unit being comprised of one share of its Common Stock and
one
warrant to purchase one share of its common stock. Each Unit was sold for a price of $
20.00
per Unit. The shares of the Company’s common stock and warrants included in the Units, were offered together, but the securities included in the Units are issued separately. The warrants are exercisable at a price of $
20.00
per share of common stock, subject to adjustment in certain circumstances, and will expire
seven years
from the date of issuance.
On November 13, 2020, the Company raised $
1,000,000
by issuing
50,000
Units with each Unit being comprised of one share of its Common Stock and
one
warrant to purchase one share of its common stock. Each Unit was sold for a price of $
20.00
per Unit. The shares of the Company’s common stock and warrants included in the Units, were offered together, but the securities included in the Units are issued separately. The warrants are exercisable at a price of $
20.00
per share of common stock, subject to adjustment in certain circumstances, and will expire
seven years
from the date of issuance.
Investor Warrants
The Investor Warrants may be exercised on a cashless basis if there is no effective registration statement available for the resale of the shares of common stock underlying such warrants. In addition, after
120
days after the Investor Warrants are issued, any Investor Warrant may be exercised on a cashless basis for
10
% of the shares of Common Stock underlying the Investor Warrant if the volume-weighted average trading price of the Company’s shares of Common Stock on Nasdaq is below the then effective exercise price of the Investor Warrant for
10
consecutive trading days.
Representative Warrants
23
In addition, the Company issued to Maxim Group LLC (or its designee) warrants to purchase an aggregate of
149,850
shares of common stock, which is equal to an aggregate of
9
% of the number of shares of common stock sold in the Public Offering (the “Representative’s Warrants”). The Representative’s Warrants have an exercise price equal to $
12.50
, may be exercised on a cashless basis and became exercisable six months following the closing date and until
September 2, 2026
.
The Company has
819,360
and
819,360
warrants outstanding and exercisable as of
September 30, 2025 and September 30, 2024, respectively, as summarized below.
As of September 30,
Issue Date
2025
April 25, 2019
at an exercise price of $
20.00
50,000
November 13, 2020
at an exercise price of $
20.00
50,000
September 8, 2021
at an exercise price of $
10.00
404,510
September 8, 2021
at an exercise price of $
12.50
135,000
September 30, 2021
at an exercise price of $
10.00
165,000
September 30, 2021
at an exercise price of $
12.50
14,850
819,360
Warrants
Weighted Average Price
Weighted Average Remaining Life
As of December 31, 2024
819,360
$
11.61
2.5
Exercised
-
-
As of September 30, 2025
819,360
$
11.61
2.5
Warrants exercisable
819,360
$
11.61
2.5
Warrants
Weighted Average Price
Weighted Average Remaining Life
As of December 31, 2023
898,200
$
11.53
2.7
Exercised
(
78,840
)
10.00
As of September 30, 2024
819,360
$
11.61
2.5
Warrants exercisable
819,360
$
11.61
2.5
There was
no
intrinsic value for the warrants as of
September 30, 2025 or 2024.
Stock Compensation
Generation Income Properties, Inc. 2020 Omnibus Incentive Plan
In connection with the Public Offering, the Company's Board of Directors adopted and stockholders approved, the Generation Income Properties, Inc. 2020 Omnibus Incentive Plan (the “Omnibus Incentive Plan”), which became effective upon the completion of the Public Offering. The Omnibus Incentive Plan reserves
2.0
million shares of common stock for stock options, stock appreciation rights, performance shares, performance units, shares of common stock, restricted stock, restricted stock units, cash incentive awards, dividend equivalent units, or any other type of award permitted under the Omnibus Incentive Plan. As of
September 30, 2025
,
220,162
shares had been granted under the Omnibus Incentive Plan.
Restricted Common Shares issued to the Board and Employees
On January 6, 2022, the board granted
47,142
restricted shares to directors, officers and employees effective March 1, 2022 valued at $
7.00
per share that vest annually over
1
year. The vested share restrictions will be removed upon the first annual anniversary of the award. The
47,142
restricted shares were issued to the directors, officers and employees in March 2022. On April 12, 2022, the board granted
357
restricted shares to a non-employee for chaplain services rendered effective April 16, 2022 valued at $
7.06
per share that vest over
1
year. The vested share restrictions will be removed upon the first annual anniversary of the award. The
357
restricted shares were issued in April 2022.
On December 8, 2022, the board approved grants of
98,593
restricted shares to directors, officers and employees effective March 1, 2023 valued at $
5.68
per share that vest annually over
3 years
.
The vested share restrictions will be removed upon vesting on each of
24
the
three annual anniversaries of the award. The
98,593
restricted shares were issued to the directors, officers and employees in March 2023.
In March 2024, the board approved grants of restricted stock to directors effective June 15, 2024, allowing an elective deferral of up to three years. All board members elected to defer restricted stock and dividend equivalents for the full three year period.
The following is a summary of restricted shares for the
nine months ended September 30, 2025 and 2024:
2025
2024
Number of Shares Outstanding at beginning of period
61,322
91,516
Restricted Shares Issued
-
-
Restricted Shares Vested
-
(
43,364
)
Number of Shares Outstanding at end of period
61,322
48,152
On June 15, 2024, the Company issued restricted stock units with respect to an aggregate of
61,275
shares of common stock to non-employee directors of the Company, excluding the Chairman of the Board, David Sobelman.
The Company recorded stock based compensation expense of $
258,750
and $
94,934
and $
258,750
and $
284,805
during the three and
nine months ended September 30, 2025 and 2024, respectively.
Cash Distributions
While the Company is under no obligation to do so, the Company has historically declared and paid distributions to its common stockholders and Operating Partnership unit holders, provided that on July 3, 2024, the Company announced that its Board of Directors determined to suspend the Company’s regular dividend, commencing with the monthly dividends that would have been paid in July 2024.
The issuance of future distributions will be determined by the Company's board of directors based on the Company's financial condition and such other factors as the Company's board of directors deems relevant. The Company has not established a minimum distribution, and the Company's charter does not require that the Company issue distributions to its stockholders other than as necessary to meet REIT qualification standards.
25
Note 8 – Mortgage Loans
The Company had the following mortgage loans outstanding as of
September 30, 2025 and December 31, 2024, respectively:
Occupying Tenant
Property Location
Original Loan Amount
Interest Rate
Maturity Date
9/30/2025
12/31/2024
Debt Service Coverage Ratios ("DSCR") Required
7-Eleven Corporation
Washington, D.C.
$
750,000
6.50
%
3/31/2026
$
750,000
$
-
1.50
7-Eleven Corporation, Starbucks Corporation & Auburn University
Washington, D.C., Tampa, FL, and Huntsville, AL
11,287,500
(a)
4.17
%
3/6/2030
-
10,602,711
1.25
General Services Administration-Navy & AYMCA
Norfolk, VA
8,260,000
(f)
6.15
%
8/30/2029
6,976,176
7,119,184
1.25
PRA Holdings, Inc.
Norfolk, VA
5,216,749
(f)
6.15
%
8/23/2029
4,322,347
4,410,949
1.25
Sherwin Williams Company
Tampa, FL
1,286,664
3.72
%
(b)
8/10/2028
1,230,609
1,255,068
1.20
General Services Administration-FBI
Manteo, NC
928,728
(c)
3.85
%
(d)
3/31/2032
873,262
891,071
1.50
Irby Construction
Plant City , FL
928,728
(c)
3.85
%
(d)
3/31/2032
873,262
891,071
1.50
La-Z-Boy Inc.
Rockford, IL
2,100,000
3.85
%
(d)
3/31/2032
1,974,575
2,014,851
1.50
Best Buy Co., Inc.
Grand Junction, CO
2,552,644
(c)
3.85
%
(d)
3/31/2032
2,400,193
2,449,141
1.50
Fresenius Medical Care Holdings, Inc.
Chicago, IL
1,727,108
(c)
3.85
%
(d)
3/31/2032
1,623,961
1,657,079
1.50
Starbucks Corporation
Tampa, FL
1,298,047
(c)
3.85
%
(d)
3/31/2032
1,220,524
1,245,414
1.50
Kohl's Corporation
Tucson, AZ
3,964,745
(c)
3.85
%
(d)
3/31/2032
3,727,960
3,803,985
1.50
City of San Antonio (PreK)
San Antonio, TX
6,444,000
(e)
7.47
%
(b)
8/10/2028
6,249,643
6,323,628
1.50
Dollar General Market
Bakersfield, CA
2,428,000
(e)
7.47
%
(b)
8/10/2028
2,354,769
2,382,646
1.50
Dollar General
Big Spring, TX
635,000
(e)
7.47
%
(b)
8/10/2028
615,848
623,138
1.50
Dollar General
Castalia, OH
556,000
(e)
7.47
%
(b)
8/10/2028
539,231
545,614
1.50
Dollar General
East Wilton, ME
726,000
(e)
7.47
%
(b)
8/10/2028
704,103
712,439
1.50
Dollar General
Lakeside, OH
567,000
(e)
7.47
%
(b)
8/10/2028
549,899
556,409
1.50
Dollar General
Litchfield, ME
624,000
(e)
7.47
%
(b)
8/10/2028
605,180
612,344
1.50
Dollar General
Mount Gilead, OH
533,000
(e)
7.47
%
(b)
8/10/2028
516,924
523,044
1.50
Dollar General
Thompsontown, PA
556,000
(e)
7.47
%
(b)
8/10/2028
539,231
545,614
1.50
Dollar Tree Stores, Inc.
Morrow, GA
647,000
(e)
7.47
%
(b)
8/10/2028
627,485
634,914
1.50
exp U.S. Services Inc.
Maitland, FL
2,950,000
(e)
7.47
%
(b)
8/10/2028
2,861,025
2,894,895
1.50
General Services Administration
Vacaville, CA
1,293,000
(e)
7.47
%
(b)
8/10/2028
1,254,002
1,268,847
1.50
Walgreens
Santa Maria, CA
3,041,000
(e)
7.47
%
(b)
8/10/2028
2,949,281
2,984,195
1.50
Best Buy Co., Inc.
Ames, IA
2,495,000
6.29
%
(b)
8/23/2029
2,495,000
2,495,000
1.50
Zaxby's
Sanford, FL
2,947,000
6.29
%
5/14/2026
2,491,529
n/a
1.30
Dollar General
Cleveland, TN
1,350,000
3.50
%
5/14/2026
1,231,969
n/a
1.25
Tractor Supply
Kernersville, NC
3,507,000
2.90
%
10/22/2031
3,204,758
n/a
1.20
$
71,599,913
$
55,762,746
$
59,443,251
Less Debt Discount, net
(
740,020
)
(
317,978
)
Less Debt Issuance Costs, net
(
434,942
)
(
785,358
)
$
54,587,784
$
58,339,915
(a)
Loan subject to prepayment penalty
(b)
Fixed via interest rate swap
(c)
One loan in the amount of $
11.4
million secured by
six
properties and allocated to each property based on each property's appraised value.
(d)
Adjustment effective April 1, 2027 equal to 5-year Treasury plus
2.5
% and subject to a floor of
3.85
%
(e)
One loan in the amount of $
21.0
million secured by
13
properties and allocated to each property at the date of acquisition based on each property's appraised value.
26
The Company amortized debt issuance costs and debt discount during the three and nine months ended September 30, 2025 and 2024
to interest expense of approximately $
48,460
and $
60,532
, and $
137,097
and $
156,091
, respectively. The Company incurred debt issuance costs of $
72,290
and $
0
during the nine months ended September 30, 2025 and 2024.
Each mortgage loan requires the Company to maintain certain debt service coverage ratios as noted above. In addition,
two
mortgage loans, one encumbered by
six
properties and requiring a
1.50
DSCR, and another standalone mortgage loan requiring a
1.50
DSCR, require the Company to maintain a
54
% loan to fair market stabilized value ratio. Fair market stabilized value shall be determined by the lender by reference to acceptable guides and indices or appraisals from time to time at its discretion. As of September 30, 2025, the Company was in compliance with all covenants.
On April 1, 2022, the Company entered into two mortgage loan agreements with an aggregate balance of $
13.5
million to refinance
seven
of the Company's properties. The loan agreements consist of
one
loan in the amount of $
11.4
million secured by
six
properties and allocated to each property based on each property's appraised value, and
one
loan in the amount of $
2.1
million on the property previously held in the tenancy-in-common investment at an interest rate of
3.85
% from April 1, 2022 through and until March 31, 2027. In conjunction with the LC2 Investment to purchase the remaining interest in the tenancy-in-common interest discussed above, the Company assumed the original $
2.1
million loan on the property with a remaining balance of $
2,079,178
and recognized a discount of $
383,767
. Effective April 1, 2027 and through the maturity date of March 31, 2032, the interest rate adjusts to the 5-year Treasury plus
2.5
% and is subject to a floor of
3.85
%. The Company’s CEO entered into a guarantee agreement pursuant to which he guaranteed the payment obligations under the promissory notes if they become due as a result of certain “bad-boy” provisions, individually and on behalf of the Operating Partnership.
On August 10, 2023, GIP13, LLC, a Delaware limited liability company and wholly owned subsidiary of GIP SPE ("GIP Borrower"), entered into a Loan Agreement with Valley Bank pursuant to which Valley Bank made a loan to the Company in the amount of $
21.0
million to finance the acquisition of the Modiv Portfolio. The outstanding principal amount of the loan bears interest at an annual rate for each 30-day interest period equal to the compounded average of the secured overnight financing rate published by Federal Reserve Bank of New York for the thirty-day period prior to the last day of each 30-day interest rate for the applicable interest rate period plus
3.25
%, with interest payable monthly after each 30-day interest period. However, the Company entered into an interest rate swap to fix the interest rate at
7.47
% per annum. Payments of interest and principal in the amount of approximately $
156,000
are due and payable monthly, with all remaining principal and accrued but unpaid interest due and payable on a maturity date of August 10, 2028. The loan may generally be prepaid at any time without penalty in whole or in part, provided that there is no return of loan fees and prepaid financing fees. The loan is secured by first mortgages and assignments of rents in the properties comprising the Modiv Portfolio and eight other properties held by subsidiaries of GIP SPE that had outstanding loans with Valley. All of the mortgaged properties cross collateralize the loan, and the loan is guaranteed by the Operating Partnership and the subsidiaries of the Company that hold the properties that comprise the Modiv Portfolio. The loan agreement also provides for customary events of default and other customary affirmative and negative covenants that are applicable to GIP Borrower and its subsidiaries, including reporting covenants and restrictions on investments, additional indebtedness, liens, sales of properties, certain mergers, and certain management changes.
The Company's President and CEO entered into a personal, full recourse guarantee with a $
7,500,000
cap and has also personally guaranteed the repayment of the $
1.2
million loan secured by the Company's Sherwin-Williams - Tampa, FL property. In addition, the Company’s President and CEO has provided a guaranty of the Company’s nonrecourse carveout liabilities and obligations in favor of the lender for the GSA and PRA Holdings, Inc. - Norfolk, VA mortgage loans ("Bayport loans") with an aggregate principal amount of $
11.3
million. During the three and nine months ended September 30, 2025 and 2024, the Company incurred a guaranty fee expense to the Company's CEO of $
71,056
and $
102,02
3, and $
248,682
and $
304,245
, respectively, recorded to interest expense. As of September 30, 2025 the Company recorded $
443,026
for guaranty fees payable which is included in accrued expenses.
On August 9, 2022 the Company and Operating Partnership entered a Redemption Agreement with a unit holder. As such, the Company recorded in other payable - related party in the amount of $
2,912,300
upon execution of the Redemption Agreement entered into July 20, 2022 and has paid the note in full as of December 31, 2024. Remaining balances of $
0
and $
452,460
were outstanding as of September 30, 2025 and September 30, 2024, respectively.
On October 14, 2022, the Company entered into a loan transaction that is evidenced by a secured non-convertible promissory note to Brown Family Enterprises, LLC, a preferred equity partner and therefore a related party, for $
1,500,000
with a maturity of October 14, 2024, and bearing a fixed interest rate of
9
% with simple interest payable monthly. The loan may be repaid without penalty at any time. The loan is secured by the Operating Partnership’s equity interest in its current direct subsidiaries that hold real estate assets pursuant to the terms of a security agreement between the Operating Partnership and Brown Family Enterprises, LLC. On July 21, 2023, the Company amended and restated the promissory note to reflect an increase in the loan to $
5.5
million and extend the maturity date thereof from October 14, 2024 to October 14, 2026. Except for the increase in the amount of the Loan and Note and the extension of the maturity date thereof, no changes were made to the original note.
Concurrent with the aforementioned sales, the Company repaid the corresponding loan in full, which had been secured by three properties: a 7-Eleven store in Washington, D.C., the Starbucks store in South Tampa, Florida, and the property in Huntsville, Alabama. The prepayment resulted in a loss on extinguishment of debt of $
926,398
, consisting of $
286,218
of
unamortized debt
27
issuance
costs and $
640,180
of prepayment premiums and liquidation fees. The loan payoff also included $
808,953
of default interest, which was recognized as interest expense in the period.
On June 13, 2025, the Company, through its subsidiary GIPDC 3707 14TH ST, LLC, entered into a loan agreement with Valley National Bank in the principal amount of $
1,100,000
, secured by the Company’s 7-Eleven store located at 3707-3711 14th Street NW, Washington, D.C. The loan bears interest at a fixed rate of
6.50
% per annum. An initial disbursement of $
750,000
was made at closing, with the remaining $
350,000
in proceeds available upon renewal of the tenant’s lease, which currently expires March 31, 2026. In the event of a lease renewal for an additional five-year term, the maturity date will automatically extend from March 31, 2026 to June 13, 2030, and beginning July 13, 2026, principal and interest will amortize over a 25-year schedule. The loan is supported by a Guaranty of Nonrecourse Carve-out Obligations executed by David Sobelman, the Company’s Chief Executive Officer, in favor of Valley National Bank.
Subsequent to September 30, 2025, the Company satisfied the required conditions for the release of the $
350,000
renewal funds, and the proceeds were disbursed and received on November 10, 2025, in accordance with the terms of the Loan Agreement.
Minimum required principal payments on the Company’s debt for subsequent years ending December 31 are as follows:
Mortgage Loans
Loan Payable - Related Party
Total as of September 30, 2025
2025
$
298,468
2,114,689
2,413,157
2026
5,632,816
5,500,000
11,132,816
2027
1,271,209
-
1,271,209
2028
21,599,559
-
21,599,559
2029
13,053,050
-
13,053,050
Thereafter
13,907,644
-
13,907,644
$
55,762,746
$
7,614,689
$
63,377,435
Other Loans Payable
On May 29, 2025, the Company, through the Operating Partnership, entered into a loan transaction for $
332,000
with Chase Commercial Realty, Inc. d/b/a NAI Chase for broker’s fees payable by the Company to Chase in connection with the sale of the Company’s Auburn University-occupied industrial building located in Huntsville, Alabama. The loan provides that an amount equal to the aggregate unpaid principal amount of the loan, together with accrued but unpaid interest at an interest rate of
7.5
% per annum, will be due on December 31, 2025. The loan may be repaid without penalty at any time.
On May 29, 2025, GIPFL 1300 S Dale Mabry, LLC (“GIPFL”), an indirect wholly owned subsidiary of the Company, entered into a loan for $
103,500
that is evidenced by a promissory note issued to SRS Real Estate Partners, LLC ("SRS") for broker’s fees payable by the Company to SRS in connection with the sale of the Company’s Starbucks-occupied retail building located in Tampa, Florida.. The note provides that an amount equal to the aggregate unpaid principal amount of the loan, together with accrued but unpaid interest at an interest rate of
0
% per annum, will be due on December 31, 2025. The note may be repaid without penalty at any time.
Both amounts are included in Loan payable – related party on the consolidated balance sheet as of December 31, 2025.
Note 9 – Related Party
As disclosed previously, on August 9, 2022 the Company and Operating Partnership entered a Redemption Agreement with a unit holder. As such, the Company recorded in other payable - related party in the amount of $
2,912,299
upon execution of the Redemption Agreement entered into July 20, 2022 and has paid the note in full as of December 31, 2024. Additionally, the Company issued
200,000
shares of common stock at $
6.00
per share in accordance with the Redemption Agreement, and recorded the stock at par value of $
2,000
with the remaining $
1,198,000
to additional paid in capital.
As disclosed previously, on October 14, 2022, the Company entered into a loan transaction that is evidenced by a secured non-convertible promissory note to Brown Family Enterprises, LLC, a preferred equity partner and therefore a related party, for $
1,500,000
with a maturity of October 14, 2024, and bearing a fixed interest rate of
9
% with simple interest payable monthly. The loan may be repaid without penalty at any time. The loan is secured by the Operating Partnership’s equity interest in its current direct subsidiaries that hold real estate assets pursuant to the terms of a security agreement between the Operating Partnership and Brown Family Enterprises, LLC. On July 21, 2023, the Company amended and restated the promissory note to reflect an increase in the loan to $
5.5
million and extend the maturity date thereof from October 14, 2024 to October 14, 2026. Except for the increase in the amount of the Loan and Note and the extension of the maturity date thereof, no changes were made to the original note.
On November 30, 2020, the Company acquired an approximately
3,500
square foot building from GIP Fund 1, LLC a related party that was owned
11
% by the President and Chairman of the Company. The retail single tenant property (occupied by The Sherwin-Williams Company) in Tampa, Florida was acquired for approximately $
1.8
million.
Since acquisition, GIP Fund 1, LLC was
28
dissolved
and each partner was allocated units to GIP LP pro-rata effectively reducing the President and Chairman of the Company’s ownership to
0.09
% as of
September 30, 2025.
During the three months and nine ended September 30, 2025 and 2024 the Company incurred a guaranty fee expense to the Company's CEO of $
71,056
and $
248,682
, and $
102,023
and $
304,245
, respectively, recorded to interest expense and is included in accrued expenses – related party on the Consolidated Balance Sheets as of September 30, 2025. See Note 8 – Debt for details of the guaranty provided by the Company's President and CEO.
On April 25, 2025, the Company entered into a secured promissory note with Brown Family Enterprises LLC, a related party. The Note represents a loan in the principal amount of $
1,000,000
, bearing simple interest at an initial rate of
16
% per annum for the first 90 days, after which the interest rate will revert to
9
% per annum. The Loan is due in full on the earlier of (a) 180 days from the date of the note or (b) the date on which all amounts become due as outlined in the note. The Company may prepay the Loan in whole or in part at any time without penalty. Interest payments are due monthly, and the remaining principal is due on the maturity date. In the event of default, as defined in the Note, the entire principal amount and accrued interest may become immediately due and payable. The Noteholder has the right to exercise remedies under the Security Agreement upon default.
On May 29, 2025, the Company, through the Operating Partnership, entered into a loan transaction with the Company’s Chief Executive Officer, for $
610,000
to fund closing costs relating to the sale of the Company’s Auburn University-occupied industrial building located in Huntsville, Alabama and Starbucks-occupied retail building located in Tampa, Florida. The loan provides that an amount equal to the aggregate unpaid principal amount of the loan, together with accrued but unpaid interest at an interest rate of
5.75
% per annum, previous due on August 31, 2025,
has been extended to December 31, 2025.
On October 27, 2025, the Company entered into a First Amendment to the Secured Promissory Note originally issued on April 25, 2025 to Brown Family Enterprises, LLC in the principal amount of $
1.0
million. The First Amendment extends the Note’s maturity date to
December 15, 2025
and provides for a $
20,000
extension fee payable on the revised maturity date. Except as amended to reflect the new maturity and the extension fee, all other terms of the Note remain unchanged, including the interest rates, security interests, and covenants previously disclosed.
Note 10 – Derivative Financial Instruments and Fair Value Measurements
On August 10, 2023, as previously disclosed, the Company entered into a loan agreement for $
21.0
million and corresponding swap agreement with the same notional amount to finance the acquisition of the Modiv Portfolio. The outstanding principal amount of the loan bears interest at an annual rate for each 30-day interest period equal to the compounded average of the secured overnight financing rate published by Federal Reserve Bank of New York for the thirty-day period prior to the last day of each 30-day interest rate for the applicable interest rate period plus
3.25
%, with interest payable monthly after each 30-day interest period. On the same date, the Company entered into corresponding swap agreement, fixing the interest rate at
7.47
% per annum through the contract's termination in August 2028.
In November 2020, the Company entered into a $
1.3
million loan agreement and corresponding swap agreement with the same notional amount to support project financing. The outstanding principal amount of the loan bears interest at an annual rate for each 30-day interest period equal to the compounded average of the secured overnight financing rate published by Federal Reserve Bank of New York for the thirty-day period prior to the last day of each 30-day interest rate for the applicable interest rate period plus
2.75
%, with interest payable monthly after each 30-day interest period through the contract's termination in August 2028. The interest swap fixed the interest rate at
3.72
% per annum.
The Company has not elected hedge accounting and has reported periodic changes in derivative valuations in loss o
n derivative valuation, net for $
11,256
and
$
427,081
for the three and nine months ended September 30, 2025 and loss on derivative valuation, net for $
734,116
and $
308,570
for the three
and nine months ended September 30, 2024, respectively. As of September 30, 2025, the Company recognized a derivative liability of $
534,198
an
d derivative asset of
$
77,908
,
which was included in Escrow Deposits and Other assets on the face of the balance sheet.
The fair value of the Company's interest rate derivatives is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements. Certain inputs, which are material to the value, are considered Level 3 inputs. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
29
The carrying amount of cash and cash equivalents and restricted cash reported in our consolidated balance sheets approximates fair value due to the short-term nature of these instruments.
The carrying amounts and estimated fair values of our financial instruments are as follows:
September 30, 2025
December 31, 2024
Carrying Amount
Fair Value
Carrying Amount
Fair Value
Financial assets:
Cash and cash equivalents
$
247,288
$
247,288
$
612,939
$
612,939
Restricted cash
34,500
34,500
34,500
34,500
Interest rate swaps
77,908
77,908
140,476
140,476
Financial liabilities:
Interest rate swaps
534,198
534,198
169,685
169,685
Note 11 – Subsequent Events
The Company has evaluated subsequent events through the date that the consolidated financial statements are issued.
Brown Family Enterprises Loan
As discussed in Note 9 above, on October 27, 2025, the Company entered into an amendment to its $
1.0
million secured promissory note with Brown Family Enterprises, LLC, extending the maturity date to
December 15, 2025
and providing for a $
20,000
extension fee.
Valley National Bank Loan
As discussed on Note 8 above, on November 10, 2025, the Company satisfied all conditions required under the June 13, 2025 loan agreement with Valley National Bank for the release of the remaining $
350,000
renewal funds related to the 7-Eleven-occupied property located at 3707-3711 14th Street NW, Washington, D.C. The funds were disbursed and received by the Company on that date in accordance with the terms of the loan agreement.
Real Estate Dispositions
As discussed in Note 2 above, the Company entered into agreements to sell three properties with an aggregate contract value of approximately $
13.77
million.
Each transaction is subject to customary due diligence and closing conditions. No other subsequent events requiring adjustment to or disclosure in the consolidated financial statements were identified.
Item 2. Mana
gement’s Discussion and Analysis of Financial Condition and Results of Operations
This report contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements contained herein. When used in this report, the words "anticipate," "believe," "estimate," "expect" and similar expressions as they relate to the Company or its management are intended to identify such forward-looking statements. Actual results, performance or achievements could differ materially from the results expressed in, or implied by these forward-looking statements. Readers should be aware of important factors that, in some cases, have affected, and in the future could affect, actual results to differ materially from those expressed in any forward-looking statements made by or on behalf of the Company. Factors that could have a material adverse effect on our forward-looking statements and upon our business, results of operations, financial condition, funds derived from operations, cash available for distribution, cash flows, liquidity and prospects include, but are not limited to, the risk factors listed from time to time in our reports with the Securities and Exchange Commission, including, in particular, those set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
In this Quarterly Report on Form 10-Q, references to the “Company,” “we,” “us,” “our” or similar terms refer to Generation Income Properties, Inc., a Maryland corporation, together with its consolidated subsidiaries, including Generation Income Properties, L.P., a Delaware limited partnership, which we refer to as our operating partnership (the “Operating Partnership”). As used in this Quarterly Report, an affiliate, or person affiliated with a specified person, is a person that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified.
30
Overview
We are an internally managed, Maryland corporation focused on acquiring retail, office and industrial real estate located in major U.S. markets. We initiated operations during the year ended December 31, 2015 and have elected to be taxed as a REIT for federal income tax purposes. Substantially all of the Company’s assets are held by, and operations are conducted through, the Operating Partnership and the Operating Partnership’s direct and indirect subsidiaries. The Company is the general partner of the Operating Partnership and as of September 30, 2025 owned 99.6% of the outstanding common units of the Operating Partnership. The Company formed a Maryland entity GIP REIT OP Limited LLC in 2018 that owns 0.001% of the Operating Partnership.
Public Offering and Nasdaq Listing
In September 2021, the Company closed an underwritten public offering of 1,665,000 units at a price to the public of $10 per unit generating net proceeds of $13.8 million. Each unit consisted of one share of common stock and one warrant to purchase one share of common stock at an exercise price equal to $10 per share. The common stock and warrants included in the units (which were separated into one share of common stock and one warrant) currently trade on the Nasdaq Capital Market (“Nasdaq”) under the symbols “GIPR” and “GIPRW,” respectively.
Our Investments
The following are characteristics of our properties as of September 30, 2025:
•
Creditworthy Tenants
. Approximately 60% of our portfolio’s annualized base rent ("ABR") as of September 30, 2025 was derived from tenants that have (or whose parent company has) an investment grade credit rating from a recognized credit rating agency of “BBB-” or better. Our largest tenants are the General Service Administration, Dollar General, EXP Services, and Kohl’s Corporation, and City of San Antonio contributed approximately 59% of our portfolio’s annualized base rent.
•
Percentage Leased
. Our portfolio is 98.6% leased and occupied.
•
Contractual Rent Growth
. Approximately 92% of the leases in our current portfolio (based on ABR as of September 30, 2025) provide for increases in contractual base rent during future years of the current term or during the lease extension periods.
•
Average Effective Annual Rental per Square Foot
. Average effective annual rental per square foot is $16.30.
Given the nature of our leases, our tenants either pay the realty taxes directly or reimburse us for such costs. We believe all of our properties are adequately covered by insurance.
The table below presents an overview of the properties in our portfolio as of September 30, 2025:
31
Property Type
Location
Rentable Square Feet
Tenant
S&P Credit Rating
(1)
IG
Remaining Term (Yrs)
Options (Number x Yrs)
Contractual Rent Escalations
(3)
ABR
(2)
ABR per Sq. Ft.
Retail
Washington, DC
3,000
7-Eleven Corporation
A
Y
1.0
2 x 5
Yes
$
129,804
$
43.27
Office
Norfolk, VA
49,902
General Services Administration-Navy
(5)
AA+
Y
3.5
N/A
Yes
640,742
12.84
Office
Norfolk, VA
22,247
Armed Services YMCA of the U.S.A.
(5)
N/A
N/A
9.1
2 x 5
Yes
411,570
18.50
Office
Norfolk, VA
34,847
PRA Holdings, Inc.
BB
N
2.4
1 x 5
Yes
823,909
23.64
Retail
Tampa, FL
3,500
Sherwin Williams Company
BBB
Y
3.3
5 x 5
Yes
126,788
36.23
Office
Manteo, NC
7,543
General Services Administration-FBI
AA+
Y
3.9
1 x 5
Yes
100,682
13.35
Office
Plant City, FL
7,826
VACANT
N/A
N/A
0.0
N/A
N/A
-
-
Retail
Rockford, IL
15,288
La-Z-Boy Inc.
Not Rated
Not Rated
2.6
4 x 5
Yes
366,600
23.98
Retail
Grand Junction, CO
30,701
Best Buy Co., Inc.
BBB+
Y
2.0
1 x 5
Yes
353,061
11.50
Medical-Retail
Chicago, IL
10,947
Fresenius Medical Care Holdings, Inc.
BBB
Y
8.6
2 x 5
Yes
238,149
21.75
Retail
Tampa, FL
2,642
Starbucks Corporation
BBB+
Y
1.9
2 x 5
Yes
148,216
56.10
Retail
Tucson, AZ
88,408
Kohl's Corporation
BB-
N
4.8
7 x 5
Yes
864,630
9.78
Retail
San Antonio, TX
50,000
City of San Antonio (PreK)
AAA
Y
4.3
1 x 8
Yes
924,000
18.48
Retail
Bakersfield, CA
18,827
Dollar General Market
BBB
Y
3.3
3 x 5
Yes
361,075
19.18
Retail
Big Spring, TX
9,026
Dollar General
BBB
Y
5.3
3 x 5
Yes
86,041
9.53
Retail
Castalia, OH
9,026
Dollar General
BBB
Y
10.2
3 x 5
Yes
79,320
8.79
Retail
East Wilton, ME
9,100
Dollar General
BBB
Y
5.3
3 x 5
Yes
112,439
12.36
Retail
Lakeside, OH
9,026
Dollar General
BBB
Y
10.2
3 x 5
Yes
81,036
8.98
Retail
Litchfield, ME
9,026
Dollar General
BBB
Y
5.5
3 x 5
Yes
92,961
10.30
Retail
Mount Gilead, OH
9,026
Dollar General
BBB
Y
5.3
3 x 5
Yes
85,924
9.52
Retail
Thompsontown, PA
9,100
Dollar General
BBB
Y
5.6
3 x 5
Yes
85,998
9.45
Retail
Morrow, GA
10,906
Dollar Tree Stores, Inc.
BBB
Y
5.3
2 x 5
Yes
109,060
10.00
Office
Maitland, FL
33,118
exp U.S. Services Inc.
Not Rated
Not Rated
1.7
1 x 5
Yes
864,583
26.11
Office
Vacaville, CA
11,014
General Services Administration
AA+
Y
1.4
N/A
No
257,050
23.34
Retail
Santa Maria, CA
14,490
Walgreens
(4)
BB-
Y
7.0
N/A
No
369,000
25.47
Retail
Ames, IA
30,259
Best Buy Co., Inc.
BBB+
Y
5.0
2 x 5
Yes
452,372
14.95
Retail
Sanford, FL
4,108
Zaxby's
Not Rated
Not Rated
14.7
4 x 5
Yes
240,434
58.53
Retail
Cleveland, TN
10,640
Dollar General
BBB
Y
11.1
5 x 5
No
119,728
11.25
Retail
Kernersville, NC
19,097
Tractor Supply
BBB
Y
10.3
4 x 5
Yes
318,150
16.66
Tenants - All Properties
542,640
$
8,843,321
$
16.30
(1)
Tenant, or tenant parent, rated entity.
(2)
Annualized cash base rental income in place as of September 30, 2025. Our leases do not include tenant concessions or abatements, except for Dollar Tree in Morrow, Georgia which had 2-months free rent in Q3 2025.
(3)
Includes rent escalations available from lease renewal options.
(4)
Tenant has the right to terminate the lease as of March 31, 2032, March 31, 2037, March 31, 2042, March 31, 2047, March 31, 2052, and March 31, 2057.
(5)
Two tenants occupy this single property. New lease executed for the vacant unit, effective May 1, 2024.
Distributions
From inception through September 30, 2025, we have distributed $5,024,622 to common stockholders.
Recent Developments
Brown Family Enterprises Loan
On April 25, 2025, Generation Income Properties, Inc. (the “Company”), through its operating partnership Generation Income Properties L.P. (the “Operating Partnership”), entered into a loan transaction for a $1.0 million loan that is evidenced by a secured non-convertible promissory note (the "Promissory Note") payable to Brown Family Enterprises, LLC ("Lender") in the original principal amount of $1 million. The Promissory Note provides that an amount equal to $500,000 in aggregate unpaid principal amount of the loan, together with accrued but unpaid interest at an initial interest rate of 16% per annum, will be due on the date that is 90
32
days from the date of the Promissory Note (the “Initial Payment Date”). Thereafter, the Promissory Note bears a fixed interest rate of 9%, simple interest, and interest is payable monthly after the initial 90 days, with all remaining principal and accrued but unpaid interest being due on the 180
th
day after the issuance of the Promissory Note. Interest that is accrued but unpaid as of the Initial Payment Date will be added to the principal amount of the Promissory Note. The Promissory Note may be repaid without penalty at any time. The Promissory Note is secured by the assets of the Operating Partnership under a Security Agreement previously entered into with Lender on July 21, 2024.
On October 27, 2025, the Company entered into a First Amendment to the Secured Promissory Note originally issued on April 25, 2025 to Brown Family Enterprises, LLC in the principal amount of $1.0 million. The First Amendment extends the Note’s maturity date to December 15, 2025 and provides for a $20,000 extension fee payable on the revised maturity date. Except as amended to reflect the new maturity and the extension fee, all other terms of the Note remain unchanged, including the interest rates, security interests, and covenants previously disclosed.
Property Sales
On May 29, 2025, the Company completed the sale of its Starbucks-occupied retail building located in Tampa, Florida for a purchase price of $3,450,000.
On May 29, 2025, Company completed the sale of its Auburn University-occupied industrial building located in Huntsville, Alabama for a purchase price of $7,200,000, in cash.
Promissory Notes
On May 29, 2025, the Company, through its operating partnership Generation Income Properties L.P. (the “Operating Partnership”), entered into a loan transaction for $332,000.00 that is evidenced by a promissory note (the “NAI Chase Promissory Note”) issued to Chase Commercial Realty, Inc. d/b/a NAI Chase (“Chase”). The NAI Chase Promissory Note provides that an amount equal to the aggregate unpaid principal amount of the loan, together with accrued but unpaid interest at an interest rate of 7.5% per annum, will be due on December 31, 2025. The NAI Chase Promissory Note may be repaid without penalty at any time. The NAI Chase Promissory Note relates to broker’s fees payable by the Company to Chase in connection with the sale of the Company’s Auburn University-occupied industrial building located in Huntsville, Alabama, as further described under Item 2.01 above.
On May 29, 2025, the Company’s Chief Executive Officer (the "Guarantor") executed a Personal Guaranty (the “Guaranty”) in favor of Chase, in connection with the loan made by Chase to the Operating Partnership pursuant to the Chase Promissory Note. Under the terms of the Guaranty, the Guarantor unconditionally and irrevocably guarantees the full and punctual payment of all obligations of the Operating Partnership under the Chase Promissory Note, including principal, interest, and enforcement costs. The Guarantor’s liability is limited to the maximum amount enforceable under applicable bankruptcy and fraudulent transfer laws.
On May 29, 2025, GIPFL 1300 S Dale Mabry, LLC (“GIPFL”), an indirect wholly owned subsidiary of the Company, entered into a loan transaction for $103,500 that is evidenced by a promissory note (the “SRS Promissory Note”) issued to SRS Real Estate Partners, LLC. (“SRS”). The SRS Promissory Note provides that an amount equal to the aggregate unpaid principal amount of the loan, together with accrued but unpaid interest at an interest rate of 0% per annum, will be due on December 31, 2025. The SRS Promissory Note may be repaid without penalty at any time. The SRS Promissory Note relates to broker’s fees payable by the Company to SRS in connection with the sale of the Company’s Starbucks-occupied retail building located in Tampa, Florida, as further described under Item 2.01 above.
On May 29, 2025, the Company, through the Operating Partnership, entered into a loan transaction with the Company’s Chief Executive Officer, for $610,000 to fund closing costs relating to the sale of the Company’s Auburn University-occupied industrial building located in Huntsville, Alabama and Starbucks-occupied retail building located in Tampa, Florida, as further described under Item 2.01 above. The loan is evidenced by a promissory note (the “Sobelman Promissory Note”) payable to the David E. Sobelman Revocable Trust, under an agreement dated September 5, 2007. The Sobelman Promissory Note provides that an amount equal to the aggregate unpaid principal amount of the loan, together with accrued but unpaid interest at an interest rate of 5.75% per annum, previously due on August 31, 2025, has been extended to December 31, 2025, has been extended to December 31, 2025.
Valley National Mortgage Loan
On June 13, 2025, GIPDC 3707 14th St, LLC (the “Borrower”), an indirect subsidiary of the Company, entered into a Loan Agreement (the “Loan Agreement”) with Valley National Bank (the “Lender”), pursuant to which the Lender made a mortgage loan in the original principal amount of $1.1 million (the “Loan”). The Loan is secured by a first-priority Deed of Trust and Assignment of Rents and Leases on the Borrower’s fee interest in a previously unencumbered single-tenant property located at 3707–3711 14th Street NW, Washington, D.C. (the “Property”).
The Loan is evidenced by a Promissory Note, dated June 13, 2025 (the “Note”), bearing interest at a fixed rate of 6.50% per annum. The net proceeds of the Loan were used to extract equity from the Property for general corporate purposes. At closing, $750,000 of the Loan proceeds was disbursed, with an additional $350,000 (the “Renewal Funds”) to be disbursed upon satisfaction of certain conditions, including the delivery to the Lender, on or before March 31, 2026, of an executed lease renewal with the Property’s current tenant,
33
7-Eleven, Inc., extending the lease for an additional five years beyond its current expiration date of March 31, 2026. Monthly interest-only payments are due beginning July 13, 2025, through June 13, 2026. If the required lease renewal is delivered and all other conditions are satisfied to the Lender’s sole satisfaction, the Renewal Funds will be disbursed, and the maturity date of the Loan will be automatically extended to June 13, 2030. In such case, beginning July 13, 2026, the borrower will make monthly payments of principal and interest based on a 25-year amortization schedule, with a final balloon payment due on the extended maturity date of June 13, 2030. If the lease renewal is not delivered by March 31, 2026, the Loan will mature on that date, and all outstanding principal, accrued interest, and other amounts will become immediately due and payable.
The Loan Agreement contains customary representations, covenants, and events of default, including financial reporting obligations and a requirement to maintain a minimum debt service coverage ratio (DSCR) of at least 1.50:1.00, tested quarterly on a trailing twelve-month basis.
In connection with the Loan, the Executive Chairman of the Company, entered into a Guaranty of Nonrecourse Carveout Obligations (the “Guaranty Agreement”), pursuant to which he unconditionally guaranteed certain nonrecourse carveout obligations of the Borrower to the Lender.
Results of Operations
Operating results for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024:
Revenue
During the three and nine months ended September 30, 2025, total revenue from operations were $2,470,109 and $7,283,974, respectively, as compared to $2,400,282 and 7,092,690 for the three and nine months ended September 30, 2024, respectively. Revenue increased by $69,827 and $191,284 during the three and nine months ended September 30, 2025, respectively, compared with the three and nine months ended September 30, 2024.
During the three and nine months ended September 30, 2025, we incurred total operating expenses of $4,169,441 and $12,832,102, respectively, as compared to $3,769,715 and $11,133,386, respectively, for the three and nine months ended September 30, 2024. Operating expenses increased overall by $399,726 and $1,698,716, respectively, as follows:
Three months ended September 30,
2025
2024
Change
General and administrative expense
$
585,193
$
577,565
$
7,628
Building expenses
635,717
729,062
(93,345
)
Depreciation and amortization
1,287,112
1,068,081
219,031
Interest expense, net
1,162,436
1,098,608
63,828
Compensation costs
498,983
296,399
202,584
Total expenses
$
4,169,441
$
3,769,715
$
399,726
Nine months ended September 30,
2025
2024
Change
General and administrative expense
$
1,643,464
$
1,632,018
$
11,446
Building expenses
1,975,060
2,067,356
(92,296
)
Depreciation and amortization
3,844,454
3,474,918
369,536
Interest expense, net
4,429,454
3,142,489
1,286,965
Compensation costs
939,670
816,605
123,065
Total expenses
$
12,832,102
$
11,133,386
$
1,698,716
•
General, administrative and organizational costs remained relatively flat, year-over-year, with modest increases of $7,628 and $11,446 for the comparative periods of the three and nine months ended September 30, 2025 and 2024, respectively. Included in general and administrative expenses are accrued legal fees related to Special Committee matters totalling approximately $235,000 as of the reporting date.
•
Building expenses remained relatively flat, year-over-year, with modest decreases of $93,345 and $92,296 for the comparative periods of the three and nine months ended September 30, 2025 and 2024.
•
Depreciation and amortization increased nominally, year-over-year, by $219,031 and $369,536 for the comparative periods of the three and nine months ended September 30, 2025 and 2024.
•
Interest expense, net increased by $63,828 and $1,286,965 during the three and nine months ended September 30, 2025. The increase being primarily attributable to costs associated with the prepayment of loan in May 2025.
•
Compensation costs increased by $202,584 and $123,065 during the three and nine months ended September 30, 2025, primarily due to restricted stock compensation and increase in executive salary.
34
Net loss
During the three and nine months ended September 30, 2025 and 2024, we generated a net loss of $1,717,854 and $6,981,835, and $2,103,549 and $5,444,133, respectively.
Net income attributable to non-controlling interests
During the three and nine months ended September 30, 2025 and 2024, net income attributable to non-controlling interest was $1,109,106 and $2,999,612, and $866,047 and $2,612,405, respectively.
Net loss attributable to common shareholders
During the three and nine months ended September 30, 2025 and 2024, we generated a net loss attributable to our shareholders of $2,826,960 and $9,981,447 and $2,969,596 and $8,151,538, respectively.
Liquidity and Capital Resources
We require capital to fund our investment activities and operating expenses. Our capital sources may include net proceeds from offerings of our equity securities, cash flow from operations, proceeds from property dispositions, and borrowings under credit facilities. As of September 30, 2025, we had total cash (unrestricted and restricted) of $281,788, properties with a gross cost basis of $97,011,131 and outstanding mortgage loans with a principal balance of $55,762,746.
In September 2021, we closed an underwritten public offering of 1,665,000 units at a price to the public of $10 per unit generating net proceeds of $13.8 million including issuance costs incurred during the years ended December 31, 2021 and 2020.
On April 1, 2022, we entered into two mortgage loan agreements with an aggregate balance of $13.5 million to refinance seven of our properties. The loan agreements consist of one loan in the amount of $11.4 million secured by six properties and allocated to each property based on each property's appraised value, and one loan in the amount of $2.1 million on the property previously held in the tenancy-in-common investment at an interest rate of 3.85% from April 1, 2022 through and until March 31, 2027. In conjunction with the LC2 Investment to purchase the remaining interest in the tenancy-in-common interest discussed above, the Company assumed the original $2.1 million loan on the property with a remaining balance of $2,079,178 and recognized a discount of $383,767. Effective April 1, 2027 and through the maturity date of March 31, 2032, the interest rate adjusts to the 5-year Treasury plus 2.5% and is subject to a floor of 3.85%. Our CEO entered into a guarantee agreement pursuant to which he guaranteed the payment obligations under the promissory notes if they become due as a result of certain “bad-boy” provisions, individually and on behalf of the Operating Partnership.
On August 10, 2023, GIP13, LLC, a Delaware limited liability company and wholly owned subsidiary of GIP SPE ("GIP Borrower"), entered into a Loan Agreement with Valley pursuant to which Valley made a loan to the Company in the amount of $21.0 million to finance the acquisition of the Modiv Portfolio. The outstanding principal amount of the loan bears interest at an annual rate for each 30-day interest period equal to the compounded average of the secured overnight financing rate published by Federal Reserve Bank of New York for the thirty-day period prior to the last day of each 30-day interest rate for the applicable interest rate period plus 3.25%, with interest payable monthly after each 30-day interest period. However, the Company entered into an interest rate swap to fix the interest rate at 7.47% per annum. Payments of interest and principal in the amount of approximately $156,000 are due and payable monthly, with all remaining principal and accrued but unpaid interest due and payable on a maturity date of August 10, 2028. The loan may generally be prepaid at any time without penalty in whole or in part, provided that there is no return of loan fees and prepaid financing fees. The loan is secured by first mortgages and assignments of rents in the properties comprising the Modiv Portfolio and eight other properties held by subsidiaries of GIP SPE that had outstanding loans with Valley. All of the mortgaged properties cross collateralize the loan, and the loan is guaranteed by the Operating Partnership and the subsidiaries of the Company that hold the properties that comprise the Modiv Portfolio. The loan agreement also provides for customary events of default and other customary affirmative and negative covenants that are applicable to GIP Borrower and its subsidiaries, including reporting covenants and restrictions on investments, additional indebtedness, liens, sales of properties, certain mergers, and certain management changes. The Company's President and CEO also entered into a personal, full recourse guarantee with a $7,500,000 cap.
On June 27, 2024, the Operating Partnership and an accredited investor entered into a Unit Purchase Agreement pursuant to which the Operating Partnership issued and sold to the investor 500,000 Series A Preferred Units at a price of $5.00 per unit for an aggregate purchase price of two million five hundred thousand dollars ($2,500,000) in cash. Under the terms of the Series A Preferred Units, the investor will be paid cumulative cash distributions in the amount of $0.325 per Series A Preferred Unit per year, payable monthly in arrears, on or about the 15th day of each month. Each of the investor and the Operating Partnership will have the right to cause the Operating Partnership to redeem the Series A Preferred Units after two (2) years for cash in an amount equal to $5.15 per Series A Preferred Unit plus any accrued but unpaid Series A Preferred Return, provided that the Operating Partnership may (with the prior written consent of the investor) cause the redemption price to be satisfied by the issuance of a number of shares of common stock of the Company equal to the number of Series A Preferred Units being redeemed multiplied by 1.03 plus any accrued but unpaid Series
35
A Preferred Return. If the Operating Partnership fails to declare and pay the Series A Preferred Return for a period of three consecutive months, the investor may exercise the foregoing redemption right within the 30-day period following such failure.
Our President and CEO has also personally guaranteed the repayment of the $1.2 million loan secured by the Company's Sherwin-Williams - Tampa, FL property. In addition, our President and CEO has also provided a guaranty of the Company’s nonrecourse carveout liabilities and obligations in favor of the lender for the GSA and PRA Holdings, Inc. - Norfolk, VA mortgage loans ("Bayport loans") with an aggregate principal amount of $11.3 million.
During the three and nine months ended September 30, 2025, we incurred a guaranty fee expense to our President and CEO of $71,056 and $248,682, respectively, recorded to interest expense. A guaranty fee expense of $102,023 and $304,245 was incurred during the three and nine months ended September 30, 2024, respectively.
On June 13, 2025, GIPDC 3707 14th St, LLC, an indirect subsidiary of the Company, entered into a secured Loan Agreement with Valley National Bank (the “Lender”), pursuant to which the Lender made a mortgage loan in the original principal amount of $1.1 million (the “Loan”). The proceeds of the loan will be used for general corporate purposes.
On August 9, 2022, we entered a Redemption Agreement with a unit holder. As such, we recorded another payable - related party in the amount of $2,912,300 upon execution of the Redemption Agreement entered into July 20, 2022 and has paid the note in full as of September 30, 2025. Remaining balances of $0 and $452,260 outstanding as of September 30, 2025 and 2024, respectively.
On October 14, 2022, we entered into a loan transaction that is evidenced by a secured non-convertible promissory note to Brown Family Enterprises, LLC, a preferred equity partner and therefore a related party, for $1.5 million that is due on October 14, 2024, and bears a fixed interest rate of 9% with simple interest payable monthly. On July 21, 2023, the Company amended and restated the promissory note to reflect an increase in the loan to $5.5 million and extend the maturity date thereof from October 14, 2024 to October 14, 2026. Except for the increase in the amount of the Loan and Note and the extension of the maturity date thereof, no changes were made to the original note. The loan may be repaid without penalty at any time. The loan is secured by the Operating Partnership’s equity interest in its current direct subsidiaries that hold real estate assets pursuant to the terms of a security agreement between the Operating Partnership and Brown Family Enterprises, LLC.
We currently obtain the capital required to primarily invest in and manage a diversified portfolio of commercial net lease real estate investments and conduct our operations from the proceeds of equity offerings, debt financings, preferred minority interest obtained from third parties, issuance of Operating Partnership units and from any undistributed funds from our operations.
As a result of our recurring losses, our projected cash needs, and our current liquidity, substantial doubt exists about the Company’s ability to continue as a going concern one year after the date that these financial statements are issued. The Company’s ability to continue as a going concern is contingent upon successful execution of management’s plan to improve the Company’s liquidity and profitability. Our current and anticipated liquidity is less than the principal balance of these obligations.
36
Outstanding mortgage loans payable consisted of the following as of September 30, 2025 and December 31, 2024, respectively:
Occupying Tenant
Property Location
Original Loan Amount
Interest Rate
Maturity Date
9/30/2025
12/31/2024
Debt Service Coverage Ratios ("DSCR") Required
7-Eleven Corporation
Washington, D.C.
$
750,000
6.50%
3/31/2026
$
750,000
$
-
1.50
7-Eleven Corporation, Starbucks Corporation & Auburn University
Washington, D.C., Tampa, FL, and Huntsville, AL
11,287,500
(a)
4.17%
3/6/2030
-
10,602,711
1.25
General Services Administration-Navy & AYMCA
Norfolk, VA
8,260,000
(f)
6.15%
8/30/2029
6,976,176
7,119,184
1.25
PRA Holdings, Inc.
Norfolk, VA
5,216,749
(f)
6.15%
8/23/2029
4,322,347
4,410,949
1.25
Sherwin Williams Company
Tampa, FL
1,286,664
3.72%
(b)
8/10/2028
1,230,609
1,255,068
1.20
General Services Administration-FBI
Manteo, NC
928,728
(c)
3.85%
(d)
3/31/2032
873,262
891,071
1.50
Irby Construction
Plant City , FL
928,728
(c)
3.85%
(d)
3/31/2032
873,262
891,071
1.50
La-Z-Boy Inc.
Rockford, IL
2,100,000
3.85%
(d)
3/31/2032
1,974,575
2,014,851
1.50
Best Buy Co., Inc.
Grand Junction, CO
2,552,644
(c)
3.85%
(d)
3/31/2032
2,400,193
2,449,141
1.50
Fresenius Medical Care Holdings, Inc.
Chicago, IL
1,727,108
(c)
3.85%
(d)
3/31/2032
1,623,961
1,657,079
1.50
Starbucks Corporation
Tampa, FL
1,298,047
(c)
3.85%
(d)
3/31/2032
1,220,524
1,245,414
1.50
Kohl's Corporation
Tucson, AZ
3,964,745
(c)
3.85%
(d)
3/31/2032
3,727,960
3,803,985
1.50
City of San Antonio (PreK)
San Antonio, TX
6,444,000
(e)
7.47%
(b)
8/10/2028
6,249,643
6,323,628
1.50
Dollar General Market
Bakersfield, CA
2,428,000
(e)
7.47%
(b)
8/10/2028
2,354,769
2,382,646
1.50
Dollar General
Big Spring, TX
635,000
(e)
7.47%
(b)
8/10/2028
615,848
623,138
1.50
Dollar General
Castalia, OH
556,000
(e)
7.47%
(b)
8/10/2028
539,231
545,614
1.50
Dollar General
East Wilton, ME
726,000
(e)
7.47%
(b)
8/10/2028
704,103
712,439
1.50
Dollar General
Lakeside, OH
567,000
(e)
7.47%
(b)
8/10/2028
549,899
556,409
1.50
Dollar General
Litchfield, ME
624,000
(e)
7.47%
(b)
8/10/2028
605,180
612,344
1.50
Dollar General
Mount Gilead, OH
533,000
(e)
7.47%
(b)
8/10/2028
516,924
523,044
1.50
Dollar General
Thompsontown, PA
556,000
(e)
7.47%
(b)
8/10/2028
539,231
545,614
1.50
Dollar Tree Stores, Inc.
Morrow, GA
647,000
(e)
7.47%
(b)
8/10/2028
627,485
634,914
1.50
exp U.S. Services Inc.
Maitland, FL
2,950,000
(e)
7.47%
(b)
8/10/2028
2,861,025
2,894,895
1.50
General Services Administration
Vacaville, CA
1,293,000
(e)
7.47%
(b)
8/10/2028
1,254,002
1,268,847
1.50
Walgreens
Santa Maria, CA
3,041,000
(e)
7.47%
(b)
8/10/2028
2,949,281
2,984,195
1.50
Best Buy Co., Inc.
Ames, IA
2,495,000
6.29%
(b)
8/23/2029
2,495,000
2,495,000
1.50
Zaxby's
Sanford, FL
2,947,000
6.29%
5/14/2026
2,491,529
n/a
1.30
Dollar General
Cleveland, TN
1,350,000
3.50%
5/14/2026
1,231,969
n/a
1.25
Tractor Supply
Kernersville, NC
3,507,000
2.90%
10/22/2031
3,204,758
n/a
1.20
$
71,599,913
$
55,762,746
$
59,443,251
Less Debt Discount, net
(740,020
)
(317,978
)
Less Debt Issuance Costs, net
(434,942
)
(785,358
)
$
54,587,784
$
58,339,915
(a)
Loan subject to prepayment penalty
(b)
Fixed via interest rate swap
(c)
One loan in the amount of $11.4 million secured by six properties and allocated to each property based on each property's appraised value.
(d)
Adjustment effective April 1, 2027 equal to 5-year Treasury plus 2.5% and subject to a floor of 3.85%
(e)
One loan in the amount of $21.0 million secured by 13 properties and allocated to each property based on each property's appraised value.
37
We amortized debt issuance costs during the three and nine months ended September 30, 2025 and 2024 to interest expense of approximately $48,460 and $60,532 and $137,097 and $156,091, respectively. During the nine months ended September 30, 2025 and 2024, the company paid $72,900 and $0, respectively, in debt issuance costs.
Each mortgage loan requires the Company to maintain certain debt service coverage ratios as noted above. In addition, two mortgage loans, one encumbered by six properties and requiring a 1.50 DSCR, and another stand alone mortgage loan requiring a 1.50 DSCR, require the Company to maintain a 54% loan to fair market stabilized value ratio. Fair market stabilized value shall be determined by the lender by reference to acceptable guides and indices or appraisals from time to time at its discretion. As of September 30, 2025, the Company was in compliance with all covenants.
Minimum required principal payments on our debt as of September 30, 2025 are as follows:
Mortgage Loans
Loan Payable - Related Party
Total as of September 30, 2025
2025
$
298,468
2,114,689
2,413,157
2026
5,632,816
5,500,000
11,132,816
2027
1,271,209
-
1,271,209
2028
21,599,559
-
21,599,559
2029
13,053,050
-
13,053,050
Thereafter
13,907,644
-
13,907,644
$
55,762,746
$
7,614,689
$
63,377,435
On February 8, 2023, we entered into new Amended and Restated Limited Liability Company Agreements for the Norfolk, Virginia properties, GIPVA 2510 Walmer Ave, LLC ("GIPVA 2510") and GIPVA 130 Corporate Blvd, LLC ("GIPVA 130"), in which we, as the sole member of GIPVA 2510 and GIPVA 130, admitted a new preferred member, Brown Family Enterprises, LLC, through the issuance of preferred membership interests in the form of Class A Preferred Units of GIPVA 2510 and GIPVA 130. GIPVA 2510 and GIPVA 130 (the “Virginia SPEs”) hold our Norfolk, Virginia properties. In addition, both of the Virginia SPEs and Brown Family Enterprises, LLC entered into Unit Purchase Agreements in which GIPVA 2510 issued and sold 180,000 Class A Preferred Units at a price of $10.00 per unit for an aggregate price of $1,800,000, and GIPVA 130 issued and sold 120,000 Class A Preferred Units at a price of $10.00 per unit for an aggregate price of $1,200,000. The Operating Partnership is the general manager of the subsidiary while Brown Family Enterprises, LLC is a preferred equity member. Pursuant to the agreement, we are required to pay the preferred equity member a 7% IRR paid on a monthly basis and will share in 16% of the equity in each of the Virginia SPEs upon a capital transaction resulting in distributable proceeds. After 24 months, Brown Family Enterprises, LLC has the right to redeem the preferred equity at redemption value. On July 25, 2024, we entered into First Amendments to the Second Amended and Restated Limited Liability Company Agreements, dated as of February 8, 2023, for each of these entities revising the redemption date from February 8, 2025 to February 8, 2027. Because of the redemption right, the non-controlling interest is presented as temporary equity at an aggregated redemption value of $3,000,000 as of September 30, 2025.
In connection with the acquisition of the Modiv Portfolio, the Operating Partnership and LC2 entered into an Amended and Restated Limited Liability Company Agreement for GIP SPE (the “GIP SPE Operating Agreement”) pursuant to which LC2 made a $12.0 million initial capital contribution to GIP SPE, together with a commitment to make an additional $2.1 million contribution upon the satisfactory completion of the acquisition of a tenant-in-common interest held by a third party in the Company’s Rockford, Illinois property (the “LC2 Investment”). The Company completed the acquisition of such tenant-in-common interest on September 7, 2023, for a purchase price of $1.3 million and LC2 made the additional $2.1 million capital contribution on September 11, 2023. LC2 made the LC2 Investment in exchange for a preferred equity interest in GIP SPE (the “Preferred Interest”). The Preferred Interest has a cumulative accruing distribution preference of 15.5% per year, compounded monthly, a portion of which in the amount of 5% per annum (compounded monthly) is deemed to be the “current preferred return,” and the remainder of which in the amount of 10.5% per annum (compounded monthly) is deemed to be the “accrued preferred return.” The GIP SPE operating agreement provides that operating distributions by GIP SPE will be made first to LC2 to satisfy any accrued but unpaid current preferred return, with the balance being paid to the Operating Partnership, unless the “annualized debt yield” of GIP SPE is less than 10%, in which case the balance will be paid to LC2. For this purpose, “annualized debt yield” is calculated as the sum of senior debt and LC2 Investment divided by the trailing three-month annualized adjusted net operating income (as defined in the GIP SPE Operating Agreement) of GIP SPE. The GIP SPE Operating Agreement also provides that distributions from capital transactions will be paid first to LC2 to satisfy any accrued but unpaid preferred return, then to LC2 until the “Make-Whole Amount” (defined as the amount equal to 1.3 times the LC2 Investment) is reduced to zero, and then to the Operating Partnership.
The Preferred Interest is required to be redeemed in full by the Company on or before August 10, 2025 (the"Mandatory Redemption Date") for a redemption amount equal to the greater of (i) the amount of the LC2 Investment plus the accrued preferred return, and (ii) the Make-Whole Amount. Upon a failure to timely redeem the Preferred Interest, the preferred return will accrue at an increased rate of 18% per annum, compounded monthly. The Company has the right to extend the Mandatory Redemption Date for two consecutive 12-month extension periods, provided that (i) LC2 is paid an extension fee of 0.01% of the outstanding amount of the LC2 Investment for each such extension, (ii) the preferred return is increased from 15.5% to 18% of which the accrued preferred return is increased
38
from 10.5% to 13%, (iii) the trailing 6-month annualized adjusted net operating income (as defined in the GIP SPE Operating Agreement) is in excess of $5.0 million, (iv) GIP SPE and its subsidiaries’ senior debt is extended through the end of the extension period, and there are no defaults under the GIP SPE Operating Agreement.
On August 7, 2025, the Company exercised its first 12-month extension option under the GIP SPE Operating Agreement, extending the Mandatory Redemption Date from August 10, 2025 to August 10, 2026. In connection with the extension, the Company paid LC2 an extension fee of $141,000 (equal to 100 basis points of the outstanding LC2 Investment), increased the “Preferred Equity Return” under the GIP SPE Operating Agreement from 15.5% to 18% per annum, and increased the “Accrued Preferred Return” under the agreement from 10.5% to 13% per annum, while the “Current Preferred Return” under the agreement remained at 5% per annum. The Company also confirmed that the trailing nine-month annualized adjusted net operating income exceeded $5.0 million, the senior loans had been extended through the end of the extension period, and there were no material breaches or defaults under the GIP SPE Operating Agreement.
Under the GIP SPE Operating Agreement, GIP SPE is also required to pay to Loci Capital, an affiliate of LC2, an equity fee of 1.5% of the LC2 Investment, with 1% having been paid upon the execution and delivery of the GIP SPE Operating Agreement and the 0.5% payable upon redemption of the LC2 Investment.
Due to the redemption right, the Preferred Interest is presented as temporary equity at redemption value of $14,100,000 plus accrued but unpaid preferred interest of $4,461,228 as of September 30, 2025.
Each of the preferred members described above may redeem their interest on or after the Redemption date (second year anniversary of the closing of the acquisition), at the discretion of such preferred member, as applicable, all or a portion thereof, of such preferred member’s pro-rata share of the redemption value in the form of the units of the Operating Partnership ("GIP LP Units"). Such GIP LP Units shall be subject to all such restrictions, such as with respect to transferability, as reasonably imposed by the Operating Partnership. The number of GIP LP Units issued to any preferred member shall be determined by dividing the total amount of the redemption value that such preferred member shall receive in GIP LP Units by a 15% discount of the average 30-day market price of Generation Income Properties, Inc. common stock. GIP LP Units shall then be convertible into common stock of Generation Income Properties, Inc. on a 1:1 basis in accordance with the partnership agreement of the Operating Partnership. Additionally, the Operating Partnership has the right to redeem the preferred equity at redemption value with cash after the second year anniversary of the closing of the acquisition.
The primary objective of our financing strategy is to maintain financial flexibility using retained cash flows, long-term debt and common and perpetual preferred stock to finance our growth. We intend to have a lower-leveraged portfolio over the long-term after we have acquired an initial substantial portfolio of diversified investments. During the period when we are acquiring our current portfolio, we will employ greater leverage on individual assets (that will also result in greater leverage of the current portfolio) in order to quickly build a diversified portfolio of assets.
Cash from Operating Activities
Net cash provided by operating activities was $415,553 and $783,511 for the nine months ended September 30, 2025 and 2024, respectively.
Cash from Investing Activities
Net cash provided by (used in) investing activities during the nine months ended September 30, 2025 and 2024 was $10,333,595 and ($5,960,892), respectively.
Cash from Financing Activities
Net cash (used in) and provided by financing activities was ($11,114,799) and $3,607,045 for the nine months ended September 30, 2025 and 2024, respectively.
Off-Balance Sheet Arrangements
39
We do not have any material off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Non-GAAP Financial Measures
Our reported results are presented in accordance with U.S. generally accepted accounting principles (“GAAP”). We also disclose funds from operations ("FFO"), adjusted funds from operations ("AFFO"), core funds from operations ("Core FFO") and core adjusted funds of operations ("Core AFFO") all of which are non-GAAP financial measures. We believe these non-GAAP financial measures are useful to investors because they are widely accepted industry measures used by analysts and investors to compare the operating performance of REITs.
FFO and related measures do not represent cash generated from operating activities and are not necessarily indicative of cash available to fund cash requirements; accordingly, they should not be considered alternatives to net income or loss as a performance measure or cash flows from operations as reported on our statement of cash flows as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP financial measures.
We compute FFO in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts ("NAREIT"). NAREIT defines FFO as GAAP net income or loss adjusted to exclude, net gains from sales of property and adding back real estate depreciation; namely, excluding from net income depreciation and amortization related to real estate, gains and losses from the sale of certain real estate assets, gains and losses from change in control, and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by an entity. We then adjust FFO for non-cash revenues and expenses such as amortization of deferred financing costs, above and below market lease intangible amortization, straight line rent adjustment where the Company is both the lessor and lessee, and non-cash stock compensation to calculate Core AFFO.
FFO is used by management, investors, and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers primarily because it excludes the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. We believe that AFFO is an additional useful supplemental measure for investors to consider because it will help them to better assess our operating performance without the distortions created by other non-cash revenues or expenses. FFO and AFFO may not be comparable to similarly titled measures employed by other companies. We believe that Core FFO and Core AFFO are useful measures for management and investors because they further remove the effect of non-cash expenses and certain other expenses that are not directly related to real estate operations. We use each as measures of our performance when we formulate corporate goals.
As FFO excludes depreciation and amortization, gains and losses from property dispositions that are available for distribution to stockholders and non-recurring or extraordinary items, it provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses and interest costs, providing a perspective not immediately apparent from net income or loss. However, FFO should not be viewed as an alternative measure of our operating performance since it does not reflect either depreciation and amortization costs or the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties which could be significant economic costs and could materially impact our results from operations. Additionally, FFO does not reflect distributions paid to redeemable non-controlling interests.
40
The following tables reconcile net income (net loss), which we believe is the most comparable GAAP measure, to FFO, Core FFO, AFFO and Core AFFO:
Three Months Ended September 30,
Nine Months Ended
September 30,
2025
2024
2025
2024
Net loss
$
(1,717,854
)
$
(2,103,549
)
$
(6,981,835
)
$
(5,444,133
)
Other expense
-
-
286
-
Loss (gain) on derivative valuation
11,256
734,116
427,081
308,570
Depreciation and amortization
1,287,112
1,068,081
3,844,454
3,474,918
Loss on held for sale asset valuation
-
-
-
1,058,994
Funds From Operations
$
(419,486
)
$
(301,352
)
$
(2,710,014
)
$
(601,651
)
Amortization of debt issuance costs
94,564
60,532
137,097
156,091
Amortization of debt discount
86,251
-
97,216
-
Non-cash stock compensation
-
94,935
258,750
284,804
Write-off of deferred financing costs
286,219
-
286,219
-
Adjustments to Funds From Operations
467,034
155,467
779,282
440,895
Core Funds From Operations
$
47,548
$
(145,885
)
$
(1,930,732
)
$
(160,756
)
Net loss
$
(1,717,854
)
$
(2,103,549
)
$
(6,981,835
)
$
(5,444,133
)
Other expense
-
-
286
-
Loss (gain) on derivative valuation
11,256
734,116
427,081
308,570
Depreciation and amortization
1,287,112
1,068,081
3,844,454
3,474,918
Amortization of debt issuance costs
94,564
60,532
137,097
156,091
Amortization of debt discount
86,251
-
97,216
-
Above and below-market lease amortization, net
111,800
203,357
171,762
203,357
Straight line rent, net
9,033
42,972
50,541
74,253
Adjustments to net loss
$
1,600,016
$
2,109,058
$
4,728,437
$
4,217,189
Adjusted Funds From Operations
$
(117,838
)
$
5,509
$
(2,253,398
)
$
(1,226,944
)
Dead deal expense
$
7,266
$
-
$
35,160
$
35,873
Loss on extinguishment of debt
-
-
926,398
-
Non-cash stock compensation
-
94,935
258,750
284,804
Write-off of deferred financing costs
286,219
-
286,219
-
Adjustments to Adjusted Funds From Operations
$
293,485
$
94,935
$
1,506,527
$
320,677
Core Adjusted Funds From Operations
$
175,647
$
100,444
$
(746,871
)
$
(906,267
)
Critical Accounting Policies
Our financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation. See our audited consolidated financial statements included herein for a summary of our significant accounting policies.
Item 3. Quantitative and Qualitat
ive Disclosures About Market Risk
As a smaller reporting company, we are not required to make disclosures under this item.
Item 4. Controls
and Procedures
(a) Evaluation of disclosure controls and procedures.
Our management, with the participation of our Chief Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Management, with the participation of our CEO and Principal Financial Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2025. Based on that evaluation, our management, including our CEO and Principal Financial Officer, concluded that our disclosure controls and procedures were effective as of September 30, 2025.
(b) Changes in internal control over financial reporting.
41
There were no changes in our internal control over financial reporting that occurred during the three months ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
42
PART II.
OTH
ER INFORMATION
Item 1. Legal Proceedings
There are no material legal proceedings that are required to be disclosed in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Item 1A. Risk Factors
There have been no material changes from the risk factors previously disclosed in Item 1A. Risk Factors of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, except as follows.
We can provide no assurance that our common stock and warrants will continue to meet Nasdaq listing requirements. If we fail to comply with the continuing listing standards of Nasdaq, our securities could be delisted.
The continued listing of our common stock on The Nasdaq Capital Market (“Nasdaq”) is subject to our compliance with Nasdaq’s continued listing standards, including requirements related to stockholders’ equity and the minimum bid price of our common stock. Under Nasdaq listing rules, we are required to maintain at least $2.5 million in stockholders’ equity, or meet alternative requirements relating to market value of listed securities or net income.
On August 20, 2025, the Company received notice (the “Nasdaq Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that it is not in compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market. In the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, the Company reported a stockholders’ equity deficit of ($965,694), which is below the stockholders’ equity requirement for continued listing. Additionally, Nasdaq advised the Company that it does not meet either of the alternative continued listing standards under the Nasdaq Listing Rules. Specifically, it does not have a market value of listed securities of at least $35 million, nor has it reported net income of at least $500,000 from continuing operations in the most recently completed fiscal year or in two of the last three most recently completed fiscal years.
Pursuant to the Nasdaq Notice, the Company was afforded 45 calendar days from the date of such notice, or until October 3, 2025, unless otherwise directed by Nasdaq staff, to submit a plan to Nasdaq outlining how the Company intends to regain compliance with Nasdaq’s continued listing standards. The Company timely submitted the required compliance plan within the prescribed timeframe. If Nasdaq accepts the submitted plan, it may grant the Company an extension of up to 180 calendar days from the date of the Nasdaq Notice to demonstrate compliance with both the plan and the relevant Nasdaq continued listing requirements. Nasdaq has not as of the date of the filing of this 10-Q advised the Company as to whether it will accept the plan.
If the Company’s compliance plan is not accepted by Nasdaq, or if it is accepted but the Company fails to regain compliance within 180 calendar days from the date of the Nasdaq Notice, or if the Company fails to satisfy another Nasdaq continued listing requirement, Nasdaq could issue a notice that the Company’s common stock is subject to delisting. In that event, the Company would be entitled to request a hearing before a Nasdaq Hearings Panel. A timely request for a hearing would stay any suspension or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period that may be granted by the panel.
If we fail to regain compliance with the stockholder equity requirement, our common stock may be delisted from The Nasdaq Capital Market. Delisting could materially reduce the liquidity and market price of our common stock, impair the ability of our stockholders to sell or purchase shares, and adversely affect our access to capital markets. There can be no assurance that we will be able to regain or maintain compliance with Nasdaq’s listing requirements.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a)
Sales of Unregistered Securities.
None.
43
(b)
Use of Proceeds.
None.
(c)
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
(a) None.
(b) None.
(c)
During the three months ended September 30, 2025, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934)
adopted
,
terminated
or
modified
a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).
44
Item 6.
Exhibits
The following documents are filed as a part of this report or are incorporated herein by reference.
Cover Page Interactive Data File (embedded within the Inline XBRL document)
45
* Filed herewith.
46
SIGNA
TURES
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, thereunto duly authorized:
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