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Subsequent Events
12 Months Ended
Dec. 31, 2022
Subsequent Events [Abstract]  
Subsequent Events

Note 12 – Subsequent Events

On January 3, 2023, the Company announced that our Board of Directors authorized a distribution of $0.039 per share or per unit monthly cash distribution for shareholders and unitholders of record of our common stock and partnership units, respectively, as of January 15, 2023, February 15, 2023 and March 15, 2023. January and February distributions were paid on January 30, 2023 and February 28, 2023 respectively, and the Company expects to pay March dividends on or about March 30, 2023.

 

Subsequent to December 31, 2022 but before the filing of this Annual Report on Form 10-K, 106,480 Investor Warrants were exercised on a cashless basis for 10% of the shares of Common Stock underlying the Investor Warrant, as the volume-weighted average trading price of the Company’s shares of Common Stock on Nasdaq was below the then-effective exercise price of the Investor Warrant for 10 consecutive trading days as of the date the Investor Warrants became exercisable. As such, 10,648 shares of common stock were issued upon exercise.

 

Agreements with Brown Family Enterprises, LLC

 

On February 8, 2023, the Operating Partnership entered into new Amended and Restated Limited Liability Company Agreements for 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 member, Brown Family Enterprises, LLC (the "Purchaser"), through the issuance to Purchaser of 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.

 

Also on February 8, 2023, both of the Virginia SPEs and the Purchaser entered into Unit Purchase Agreements in which GIPVA 2510 issued and sold to the Purchaser 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 to the Purchaser 120,000 Class A Preferred units at a price of $10.00 per unit for an aggregate price of $1,200,000. The Purchaser will be paid an annual 7% preferred return on the preferred units of the Virginia SPEs (the “SPE Preferred Units”), payable on a monthly basis, and will share in approximately 16% of the equity in each of the Virginia SPEs. The Purchaser and the respective SPEs will both have the right to redeem the SPE Preferred Units after two (2) years for cash in the amount of the Purchaser’s unreturned capital contribution and accrued but unpaid preferred return (the “Redemption Price”), provided that Purchaser will have the right to take the Redemption Price (or any portion thereof) in common units of the Operating Partnership at a conversion price equal to 85% of the average trading price of the Company’s common stock during the 30 trading days preceding redemption. The proceeds from the sale of the SPE Preferred Units were distributed to the Operating Partnership to fund the Operating Partnership’s redemption obligations from two members of the Operating Partnership who redeemed a total of 123,965 units both on January 27, 2023 at $20

per unit in the aggregate amount of $2,479,301 and to fund general corporate expenses of the Operating Partnership. The Company funded the redemption obligations per the terms of the contribution agreement on February 9, 2023. As a result of this transaction, the Company may be required to reimburse federal, state and local income taxes incurred by the remaining partner as per a tax protection agreement although the Company is continuing to evaluate such impact, if any.

 

Agreement with LMB Owenton I, LLC

 

On February 7, 2023, the Operating Partnership entered into a Unit Issuance Agreement and Amendment to Contribution and Subscription Agreement (the "LMB Agreement") with LMB Owenton I LLC, the contributor of the Company’s Tampa Starbucks property located at 10002 N Dale Mabry (the “Contributor”), in which GIPLP and the Contributor agreed to delay the Contributor’s right to require the redemption of the Contributor’s common units in the Operating Partnership until the third anniversary of the closing of the contribution of the Tampa Starbucks property, January 14th 2025, and for a reduced redemption price of $7.15 per common unit. Such agreement was made in consideration of the issuance to Contributor of an additional 44,228 common units in the Operating Partnership (the “Additional OP Units”), resulting in Contributor owning an aggregate of 157,771 common units in the Operating Partnership.

 

Purchase and Sale Agreement

 

On February 10, 2023, the Operating Partnership entered into a Purchase and Sale Agreement with Harbor Terrace Limited Partnership to acquire an approximately 48,000 square foot single-tenant retail building in Overland Park, KS for total consideration of $8,200,000, which is expected to be funded with approximately 50% mortgage debt and 50% equity. The building is occupied by Best Buy, Inc., who holds an investment grade credit rating of BBB+ on the S&P scale, and has approximately two years remaining on the current lease term, with one additional five year renewal option. The annual rent for the property is $630,994. The transaction is subject to customary closing conditions and due diligence.

 

Restricted Stock Issuances

On March 1, 2023, the board granted and the Company issued 98,593 restricted shares to directors, officers and employees effective March 1, 2023 valued at $5.68 per share that vest one-third on each anniversary of the grant date. The vested share restrictions will be removed upon the first annual anniversary of the award.