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Non-Controlling Interests
3 Months Ended
Mar. 31, 2026
Noncontrolling Interest [Abstract]  
Non-Controlling Interests

Note 7 – Non-Controlling Interests

Redeemable Non-Controlling Interests (Temporary Equity)

 

Operating Unit Holders

 

LMB Owenton I LLC

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 and to issue an additional 44,228 GIP LP Units, resulting in Contributor owning an aggregate of 155,185 GIP LP Units at a reduced redemption price of $7.15 per unit.

 

On July 24, 2024, pursuant to the Fifth Amendment to the Amended and Restated Limited Partnership Agreement, the 155,185 GIP LP Units held by LMB Owenton I LLC were exchanged for 155,185 Series B-1 Redeemable Preferred Units of the Operating Partnership. The Series B-1 Preferred Units carry a quarterly distribution of $0.117 per unit and, beginning on July 24, 2026, entitle the holder to require the Operating Partnership to redeem all or a portion of such units for either (i) a cash amount of $7.15 per unit plus accrued and unpaid distributions, or (ii) an equivalent number of REIT shares on a 1:1 basis plus accrued and unpaid distributions. The Company has determined this equity should continue to be classified as temporary equity at redemption value of $1,109,570 as of March 31, 2026.

Norfolk, VA Partnership

In connection with the redemption of this obligation in 2023, the Company 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. The liability is included in Accrued Expense - Related Party on the balance sheet as of March 31, 2026.

JCWC Funding, LLC

Series A Redeemable Preferred Units. 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 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. Because of the redemption right, the non-controlling interest is presented as temporary equity.

On April 16, 2026, the Operating Partnership entered into an amendment to modify the redemption terms and update the protective provisions. Pursuant to the amendment, beginning on June 27, 2026, the redemption price will equal $5.00 plus $0.075 multiplied by the number of full years elapsed since the original issuance date of June 27, 2024 (the "Applicable Redemption Price"), plus any accrued but unpaid distributions. The Operating Partnership may, with the prior written consent of JCWC, satisfy the redemption price through 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 distributions. If the Operating Partnership fails to declare and pay distributions on the Series A Preferred Units for a period of three consecutive months, JCWC may exercise its redemption right within the thirty-day period following such failure at the then-applicable Applicable Redemption Price, without regard to the 180-day notice requirement.

Following expiration of the initial term on June 27, 2026, the Series A Preferred Unit designation will automatically extend for up to three successive one-year extension periods ending no later than June 27, 2029, unless JCWC has timely delivered a notice of redemption no later than 180 days prior to the expiration of the then-current term or extension period. Prior to June 27, 2029, the Operating Partnership may not issue any Senior Preferred Units without the written consent or affirmative vote of the requisite holders of the Series A Preferred Units.

GIPIA 1220 S. Duff Avenue, LLC - Ames, Iowa (Best Buy). In connection with the acquisition of a 30,465 square-foot, single-tenant net lease retail property located in Ames, Iowa (the "Ames Property") that is 100% leased to Best Buy Stores, L.P., the Company issued $3,080,000 of preferred equity investment to JCWC (the "Class A Preferred Units"). Under the terms of the Class A Preferred Units as originally issued, JCWC's distribution preference consisted of an 8.0% annual cumulative preferred return comprised of a 6.5% per annum current cash component payable monthly and a 1.5% per annum accrued component. The initial term of the operating agreement was to expire on August 23, 2026.

On April 13, 2026, the Operating Partnership entered into an agreement which modified the economic terms of JCWC's Class A Preferred Units by eliminating the 1.5% per annum accrued component and providing for a simplified preferred return of 6.5% per annum, payable monthly in cash. The agreement also provides for up to three automatic one-year extension periods

following the expiration of the initial two-year term on August 23, 2026, with escalating IRR hurdles of 9.5%, 11.0%, and 12.5% applicable to each respective extension period.

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. Because of the redemption right, the non-controlling interest is presented as temporary equity.

Preferred Equity Partners

Brown Family Trust and Brown Family Enterprises, LLC

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 March 31, 2026.

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 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.

As of March 31, 2026, the Company had repaid all accrued interest and reduced principal redemption by $2,010,083, leaving an outstanding redemption value of $13,067,449.

Non-Controlling Interest (Permanent Equity)

GIP LP (Former GIP Fund 1 Members)

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 March 31, 2026, 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 months ended March 31, 2026 and 2025:

 

 

Brown Family Trust and Brown Family Enterprises, LLC

 

LMB Owenton I LLC

 

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, 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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2025

$

3,000,000

 

$

1,109,570

 

$

5,580,000

 

$

4,209,154

 

$

18,289,140

 

$

32,187,864

 

$

392,861

 

Distribution on Non-Controlling Interests

 

(52,500

)

 

(18,157

)

 

(90,675

)

$

(57,623

)

$

(5,867,724

)

 

(6,086,679

)

 

-

 

Net income (loss) for the quarter

 

52,500

 

 

18,157

 

 

90,675

 

 

57,623

 

 

646,033

 

 

864,988

 

 

-

 

Balance, March 31, 2026

$

3,000,000

 

$

1,109,570

 

$

5,580,000

 

$

4,209,154

 

$

13,067,449

 

$

26,966,173

 

$

392,861