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Redeemable Non-Controlling Interests
9 Months Ended
Sep. 30, 2022
Noncontrolling Interest [Abstract]  
Redeemable Non-Controlling Interests

Note 7 – Non-Controlling Interests

Redeemable Non-Controlling Interests (Temporary Equity)

As part of the Company’s acquisition of a building for approximately $4,578,800 in Cocoa, FL, one of the Company’s operating subsidiaries entered into a preferred equity agreement with Brown Family Trust on September 11, 2019 pursuant to which the Company’s subsidiary received a capital contribution of $1,200,000. Pursuant to the agreement, the Company was required to pay the preferred equity member a 10% internal rate of return (“IRR”) on a monthly basis and redeem the entire amount due after 24 months at the option of the preferred equity member. The Operating Partnership was the general manager of the subsidiary while Brown Family Trust was a preferred member. Because of the redemption right, the non-controlling interest was presented as temporary equity at redemption value. The Company redeemed the Brown Family Trust $1,200,000 Redeemable Non-Controlling Interest upon the sale of the property in August 2021.

 

As part of the Company’s acquisition of a building 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. Pursuant to the agreement, the Company will pay the preferred equity member a 9% IRR on a monthly basis and redeem the entire amount due after 24 months at the option of the preferred equity member. The Operating Partnership is the general manager of the subsidiary while Brown Family Trust is a preferred member. Because of the redemption right, the non-controlling interest is presented as temporary equity at redemption value. The current redemption amount is $500,000. Distributable operating funds are distributed first to Brown Family Trust until the unpaid preferred return is paid off and then to the Company.

As part of the Company’s acquisition of a building for approximately $1,757,300 in Plant City, FL, one of the Company’s operating subsidiaries entered into a preferred equity agreement with Irby Prop Partners on April 21, 2021 pursuant to which the Company’s subsidiary received a capital contribution of $950,000. Pursuant to the agreement, the Company will pay the preferred equity member a 12% total IRR with an 8% IRR paid on a monthly basis and the deferred IRR will be paid at the end of 24 months along with the entire $950,000 amount due after 24 months at the option of the preferred equity member. The Operating Partnership is the general manager of the subsidiary. Because of the redemption right, the non-controlling interest is presented as temporary equity at redemption value. The current redemption amount is approximately $995,600. Distributable operating funds are distributed first to the preferred equity partners until the unpaid preferred return is paid off and then to the Company.

As part of the Company’s investment in a tenant in common entity for approximately $724,800 in Rockford, IL, one of the Company’s operating subsidiaries entered into a preferred equity agreement with preferred equity partner (Mr. Hornstrom) on August 2, 2021 pursuant to which the Company’s subsidiary received a capital contribution of $650,000. Pursuant to the agreement, the Company will pay the preferred equity member a 12% total IRR with an 8% IRR paid on a monthly basis and the deferred IRR will be paid at the end of 24 months along with the entire $650,000 amount due after 24 months at the option of the preferred equity member. The Operating Partnership is the general manager of the subsidiary. Because of the redemption right, the non-controlling interest is presented as temporary equity at redemption value. The current redemption amount is approximately $672,900. Distributable operating funds are distributed first to the preferred equity partners until the unpaid preferred return is paid off and then to the Company.

Each of the preferred members described above may redeem their interest on or after the Redemption date (second year anniversary of the Closing), 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 Price in the form of membership units of the Operating Partnership (“GIPLP Units”). Such GIPLP Units shall be subject to all such restrictions, such as with respect to transferability, as reasonably imposed by GIPLP. The number of GIPLP Units issued to any preferred member shall be determined by dividing the total amount of the Redemption Price that such preferred member shall receive in GIPLP Units by a 15% discount of the average 30-day market price of Generation Income Properties, Inc. 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.

As part of the Company’s acquisition of two buildings for approximately $19,134,400 on September 30, 2019 in Norfolk, VA, 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 now are directly owned by the former members of the two entities. Beginning on the first anniversary of the closing, the contribution agreements allow 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 10,166.3 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 10,166.3 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 under the Operating Partnership’s Contribution and Subscription Agreement, dated July 16, 2019, and the Contribution and Subscription Agreement, dated June 19, 2019. 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 a Other payable - related party in the amount of $2,912,300 upon execution of the Redemption Agreement entered into August 9, 2022 and made the first installment payment of $325,000 on September 13, 2022. 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. See Note 8 - Equity for further detail.
 

As part of the Company’s acquisition of one building on January 14, 2022 for approximately $2,264,000 in Tampa, FL, the Operating Partnership entered into a contribution agreement with one entity (LMB Owenton I LLC) that resulted in the issuance of 110,957 common units in the Operating Partnership at $10.00 per share for a total value of $1,109,570. Beginning on the second anniversary of the Closing, 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 their equity should be classified as temporary equity at redemption value.

Non-Controlling Interest (Permanent Equity)

As part of the Company’s acquisition of one building on November 30, 2020 for $1,847,700 in Tampa, FL, the Operating Partnership entered into a contribution agreement with one entity (GIP Fund 1, LLC) that resulted in the issuance of 24,309 common units in

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 common units now are directly owned by the former members of GIP Fund 1. Beginning on the first anniversary of the Closing, the contribution agreement allows for the investor to require the Operating Partnership to redeem, all or a portion of its 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, 2022, the Company owned 86% of the common units in the Operating Partnership and outside investors owned 14%.

 

The following table reflects the Company's Redeemable Non-Controlling Interests and Non-Controlling Interest during the nine months ended September 30, 2022:

 

 

 

Brown Family Trust

 

 

Irby Prop Partners

 

 

Richard Hornstrom

 

 

LMB Owenton I LLC

 

 

GIP LP (Former Greenwal, L.C. and Riverside Crossing, L.C. Members)

 

 

Total Redeemable Non-Controlling Interest

 

Non-Controlling Interest - Former GIP Fund 1 Members

 

Balance, December 31, 2021 (As corrected, see Note 2)

 

$

500,000

 

 

$

976,756

 

 

$

659,972

 

 

$

-

 

 

$

6,998,251

 

 

$

9,134,979

 

$

469,712

 

Issuance of Redeemable Operating Partnership Units for property acquisition

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,109,570

 

 

 

-

 

 

 

1,109,570

 

 

-

 

Distribution on Non-Controlling Interest

 

 

(11,260

)

 

 

(19,001

)

 

 

(13,087

)

 

 

(15,269

)

 

 

(56,686

)

 

 

(115,303

)

 

(3,938

)

Net income (loss) for the quarter (As corrected, see Note 2)

 

 

11,260

 

 

 

28,370

 

 

 

19,498

 

 

 

15,269

 

 

 

56,686

 

 

 

131,083

 

 

(1,120

)

Balance, March 31, 2022 (As corrected, see Note 2)

 

$

500,000

 

 

$

986,125

 

 

$

666,383

 

 

$

1,109,570

 

 

$

6,998,251

 

 

$

10,260,329

 

$

464,654

 

Redemption of Redeemable Non-Controlling Interest

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(406,652

)

 

 

(406,652

)

 

-

 

Distribution on Non-Controlling Interest

 

 

(11,260

)

 

 

(19,000

)

 

 

(13,086

)

 

 

(17,975

)

 

 

(57,235

)

 

 

(118,556

)

 

(3,938

)

Net income (loss) for the quarter

 

 

11,260

 

 

 

28,471

 

 

 

19,569

 

 

 

17,975

 

 

 

57,235

 

 

 

134,510

 

 

(4,329

)

Balance, June 30, 2022

 

$

500,000

 

 

$

995,596

 

 

$

672,866

 

 

$

1,109,570

 

 

$

6,591,599

 

 

$

9,869,631

 

$

456,387

 

Issuance of Other payable - related party for Redemption of Non-Controlling Interest

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(2,912,300

)

 

 

(2,912,300

)

 

-

 

Common stock issued to redeem non-controlling interest

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,200,000

)

 

 

(1,200,000

)

 

-

 

Distribution on Non-Controlling Interest

 

 

(11,260

)

 

 

(19,134

)

 

 

(13,086

)

 

 

(17,975

)

 

 

(49,823

)

 

 

(111,278

)

 

(3,938

)

Net income (loss) for the quarter

 

 

11,260

 

 

 

28,815

 

 

 

19,710

 

 

 

17,975

 

 

 

49,823

 

 

 

127,583

 

 

(780

)

Balance, September 30, 2022

 

$

500,000

 

 

$

1,005,277

 

 

$

679,490

 

 

$

1,109,570

 

 

$

2,479,299

 

 

$

5,773,636

 

$

451,669

 

 

The following table reflects the Company's Redeemable Non-Controlling Interests and Non-Controlling Interest during the nine months ended September 30, 2021:

 

 

Brown Family Trust

 

 

Irby Prop Partners

 

 

Richard Hornstrom

 

 

LMB Owenton I LLC

 

 

GIP LP (Former Greenwal, L.C. and Riverside Crossing, L.C. Members)

 

 

Total Redeemable Non-Controlling Interest

 

Non-Controlling Interest - Former GIP Fund 1 Members

 

Balance, December 31, 2020 (As corrected, see Note 2)

 

$

1,200,000

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

6,998,251

 

 

$

8,198,251

 

$

486,180

 

Issuance of Redeemable Operating Partnership Units for property acquisition

 

 

500,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

500,000

 

 

-

 

Distribution on Non-Controlling Interest

 

 

(37,104

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(113,722

)

 

 

(150,826

)

 

-

 

Net income (loss) for the quarter (As corrected, see Note 2)

 

 

37,104

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

113,722

 

 

 

150,826

 

 

(4,646

)

 

Balance, March 31, 2021 (As corrected, see Note 2)

 

$

1,700,000

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

6,998,251

 

 

$

8,698,251

 

$

481,534

 

Issuance of Redeemable Operating Partnership Units for property acquisition

 

 

-

 

 

 

950,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

950,000

 

 

-

 

Distribution on Non-Controlling Interest

 

 

(41,125

)

 

 

(15,275

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(56,400

)

 

(2,748

)

Net income (loss) for the quarter (As corrected, see Note 2)

 

 

41,125

 

 

 

15,275

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

56,400

 

 

(4,076

)

Balance, June 30, 2021 (As corrected, see Note 2)

 

$

1,700,000

 

 

$

950,000

 

 

$

-

 

 

$

-

 

 

$

6,998,251

 

 

$

9,648,251

 

$

474,710

 

Redemption of Redeemable Non-Controlling Interest for property disposal

 

 

(1,200,000

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,200,000

)

 

-

 

Issuance of Redeemable Non-Controlling Interest for property acquisition

 

 

-

 

 

 

-

 

 

 

650,000

 

 

 

-

 

 

 

-

 

 

 

650,000

 

 

-

 

Distribution on Non-Controlling Interest

 

 

(31,399

)

 

 

(19,081

)

 

 

(6,838

)

 

 

-

 

 

 

(113,903

)

 

 

(171,221

)

 

(7,898

)

Net income for the quarter

 

 

31,399

 

 

 

36,259

 

 

 

10,257

 

 

 

-

 

 

 

113,903

 

 

 

191,818

 

 

8,459

 

Balance, September 30, 2021 (As corrected, see Note 2)

 

 

500,000

 

 

 

967,178

 

 

 

653,419

 

 

 

-

 

 

 

6,998,251

 

 

 

9,118,848

 

 

475,271