Generation me Properties(GIPR) - 2022 Q3 - Quarterly Report

PART I. FINANCIAL INFORMATION This section presents Generation Income Properties, Inc.'s unaudited consolidated financial statements, including Balance Sheets, Statements of Operations, Changes in Equity, and Cash Flows, with notes on operations and accounting policies Item 1. Financial Statements This section presents Generation Income Properties, Inc.'s unaudited consolidated financial statements, including Balance Sheets, Statements of Operations, Changes in Equity, and Cash Flows, with notes on operations and accounting policies Consolidated Balance Sheets Presents the company's financial position, detailing assets, liabilities, and equity as of September 30, 2022, and December 31, 2021 Consolidated Balance Sheet Highlights (Unaudited) | Metric | Sep 30, 2022 | Dec 31, 2021 | | :--------------------------------- | :----------- | :----------- | | Total Assets | $63,808,909 | $53,420,716 | | Total Liabilities | $45,716,372 | $30,145,523 | | Total Equity | $12,318,901 | $14,140,214 | - Net real estate investments increased from $41,299,681 at December 31, 2021, to $52,862,128 at September 30, 2022, reflecting new acquisitions[10] - Cash and cash equivalents significantly decreased from $10,589,576 at December 31, 2021, to $2,587,669 at September 30, 2022[10] Consolidated Statements of Operations Details the company's revenues, expenses, and net income or loss for the three and nine months ended September 30, 2022 and 2021 Consolidated Statements of Operations Highlights (Unaudited) | Metric | 3 Months Ended Sep 30, 2022 | 3 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | | :------------------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Total revenue | $1,474,085 | $1,033,494 | $4,035,123 | $2,958,572 | | Total expenses | $1,957,293 | $1,305,594 | $5,636,231 | $3,870,040 | | Operating loss | $(483,208) | $(272,100) | $(1,601,108) | $(911,468) | | Net income (loss) | $(512,117) | $655,828 | $(1,874,327) | $16,460 | | Net income (loss) attributable to Generation Income Properties, Inc. | $(638,920) | $455,551 | $(2,261,274) | $(382,321) | | Basic & Diluted Income (Loss) Per Share | $(0.28) | $0.48 | $(1.00) | $(0.55) | - Total revenue increased by 42.6% for the three months and 36.4% for the nine months ended September 30, 2022, compared to the respective prior periods[11] - The company reported a net loss of $(512,117) for the three months and $(1,874,327) for the nine months ended September 30, 2022, a significant decline from net income in the prior year periods[11] Consolidated Statements of Changes in Equity Outlines changes in the company's equity, including accumulated deficit and common stock activity, from December 31, 2021, to September 30, 2022 - Total equity decreased from $14,140,214 at December 31, 2021, to $12,318,901 at September 30, 2022[10][14] - Accumulated deficit increased from $(5,403,156) at December 31, 2021, to $(7,664,430) at September 30, 2022[10][14] - Common stock shares issued and outstanding increased from 2,172,950 at December 31, 2021, to 2,489,282 at September 30, 2022[10][14] Consolidated Statements of Cash Flows Summarizes cash inflows and outflows from operating, investing, and financing activities for the nine months ended September 30, 2022 and 2021 Consolidated Statements of Cash Flows Highlights (Unaudited) | Cash Flow Activity | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | | :--------------------------------- | :-------------------------- | :-------------------------- | | Net cash provided by operating activities | $275,717 | $172,678 | | Net cash (used in) provided by investing activities | $(13,279,054) | $1,002,462 | | Net cash provided by financing activities | $5,001,430 | $11,931,635 | | Net increase (decrease) in cash and cash equivalents | $(8,001,907) | $13,106,775 | | Cash and cash equivalents and restricted cash - end of period | $2,622,169 | $14,229,139 | - Operating cash flow increased by 59.7% year-over-year for the nine months ended September 30, 2022[17] - Investing activities shifted from providing $1,002,462 in cash in 2021 to using $(13,279,054) in 2022, primarily due to increased property acquisitions[17] - Financing cash flow decreased significantly from $11,931,635 in 2021 to $5,001,430 in 2022, mainly due to lower proceeds from common stock and warrant issuances[17] Notes to Unaudited Consolidated Financial Statements Provides detailed explanations and disclosures supporting the unaudited consolidated financial statements, covering accounting policies and specific line items Note 1 – Nature of Operations Generation Income Properties, Inc. operates as an internally managed REIT, acquiring and managing income-producing net-leased properties, holding an 86% interest in its Operating Partnership - Company is an internally managed REIT focused on acquiring and managing income-producing retail, office, and industrial properties net leased to high quality tenants in major U.S. markets[19] - As of September 30, 2022, the Company owned 86% of the outstanding common units of its Operating Partnership[20] - As of September 30, 2022, the Company owned 12 properties and held partial interests in one additional property through a tenancy-in-common investment[21] Note 2 – Summary of Significant Accounting Policies This note details the company's significant accounting policies, including financial statement presentation, correction of a classification error, and policies for consolidation, revenue, and real estate investments - The Company identified an immaterial error in classifying partnership interests as Redeemable Non-Controlling Interests instead of Non-Controlling Interest within Equity, which has been corrected prospectively[24] Impact of Immaterial Correction on Balance Sheet (Dec 31, 2021) | Metric | As Reported | Adjustment | As Corrected | | :--------------------------------- | :---------- | :--------- | :----------- | | Redeemable Non-Controlling Interests | $9,621,159 | $(486,180) | $9,134,979 | | Accumulated Deficit | $(5,419,624) | $16,468 | $(5,403,156) | | Non-Controlling Interest | $- | $469,712 | $469,712 | | Total Equity | $13,654,034 | $486,180 | $14,140,214 | - The Company accounts for real estate acquisitions at cost, allocating the purchase price to tangible and intangible assets and liabilities based on fair value, and has concluded all asset transactions to date are asset acquisitions[40] - The Company elected to be taxed as a REIT commencing with the taxable year ending December 31, 2021, requiring distribution of at least 90% of its taxable income to stockholders[46] Note 3 – Investments in Real Estate This note details the company's property acquisitions during the nine months ended September 30, 2022, including medical-retail, Starbucks, and Kohl's properties - On January 7, 2022, the Company acquired a Fresenius Medical Care property in Chicago, IL, financed with a $1,550,000 promissory note and cash[54] - On January 14, 2022, a Starbucks Coffee property in Tampa, FL, was acquired, financed by a $1,109,570 redeemable non-controlling interest, $1,050,000 debt, and cash[55] - On March 9, 2022, the Company acquired a leasehold interest in a Kohl's Corporation property in Tucson, AZ, financed with a $3,650,000 promissory note and cash[56] Note 4 – Acquired Lease Intangible Assets, net This note details acquired lease intangible assets, net, which increased to $3,293,206 by September 30, 2022, and provides their future amortization schedule Acquired Lease Intangible Assets, Net | Metric | As of Sep 30, 2022 | As of Dec 31, 2021 | | :--------------------------------- | :----------------- | :----------------- | | Acquired lease intangible assets | $4,677,928 | $3,304,014 | | Accumulated amortization | $(1,384,722) | $(994,857) | | Acquired lease intangible assets, net | $3,293,206 | $2,309,157 | Future Amortization for Acquired Lease Intangible Assets, Net (as of Sep 30, 2022) | Year | Amount | | :------------------------ | :----------- | | 2022 (3 months remaining) | $137,672 | | 2023 | $542,954 | | 2024 | $542,954 | | 2025 | $509,815 | | 2026 | $489,884 | | Thereafter | $1,069,927 | | Total | $3,293,206 | Note 5 – Acquired Lease Intangible Liabilities, net This note details acquired lease intangible liabilities, net, including lessor and lessee types, and provides their future amortization schedules Acquired Lease Intangible Liabilities, Net | Metric | As of Sep 30, 2022 | As of Dec 31, 2021 | | :--------------------------------- | :----------------- | :----------------- | | Acquired lessor lease intangible liabilities, net | $621,472 | $577,388 | | Acquired lessee lease intangible liabilities, net | $44,798 | $- | Future Amortization for Acquired Lessor Lease Intangible Liabilities, Net (as of Sep 30, 2022) | Year | Amount | | :------------------------ | :----------- | | 2022 (3 months remaining) | $26,297 | | 2023 | $105,188 | | 2024 | $105,188 | | 2025 | $105,188 | | 2026 | $93,907 | | Thereafter | $185,704 | | Total | $621,472 | Note 6 – Lessee Accounting This note details the company's accounting for a long-term operating ground lease acquired in March 2022, including lease liability and expense recognition - The Company acquired a property on March 9, 2022, subject to a non-cancelable, long-term ground lease expiring in 2084[61] - Operating lease expense for the nine months ended September 30, 2022, was approximately $218,777[61] Undiscounted Future Cash Flows for Lease Liability (as of Sep 30, 2022) | Year | Amount | | :------------------------ | :----------- | | 2022 (3 months remaining) | $58,175 | | 2023 | $232,701 | | 2024 | $244,077 | | 2025 | $245,111 | | 2026 | $245,111 | | Thereafter | $22,065,755 | | Total undiscounted liability | $23,090,930 | | Present value discount | $(16,787,698) | | Lease liability | $6,303,232 | | Discount rate | 4.58% | | Term | 62 years | Note 7 – Non-Controlling Interests This note details the company's redeemable and non-controlling interests, arising from preferred equity agreements for property acquisitions, and outlines redemption processes - Redeemable Non-Controlling Interests are presented as temporary equity at redemption value due to preferred equity members' redemption rights[64][65][66][67][70] - As of September 30, 2022, the Company's Redeemable Non-Controlling Interests totaled $5,773,636, down from $9,134,979 at December 31, 2021[73] - On August 9, 2022, the Company entered a Redemption Agreement with an Operating Partnership common unit holder, resulting in a $2,912,300 'Other payable - related party' and the issuance of 200,000 shares of common stock[69] - The Company owned 86% of the common units in the Operating Partnership as of September 30, 2022, with outside investors owning 14%[73] Note 8 – Equity This note details the company's equity structure, including authorized shares, historical issuances, warrant activity, stock-based compensation, and common shareholder distributions - The Company is authorized to issue up to 100,000,000 shares of common stock and 10,000,000 shares of undesignated preferred stock[75] - During the nine months ended September 30, 2022, 688,330 Investor Warrants were exercised on a cashless basis, resulting in the issuance of 68,833 shares of common stock[82] Warrants Outstanding (as of Sep 30, 2022) | Issue Date | Warrants Outstanding | | :--------------------------------- | :------------------- | | 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 | 811,670 | | 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 | | Total | 1,226,520 | - Stock-based compensation expense was $328,913 for the nine months ended September 30, 2022, compared to $186,636 for the same period in 2021[88] Note 9 – Leases This note identifies major tenants contributing over 10% of rental revenue and presents future minimum rental cash payments totaling $29,029,157 Major Tenants by Rental Revenue Contribution (9 Months Ended Sep 30) | Tenant | 2022 | 2021 | | :----------------------------------------- | :--- | :--- | | General Services Administration - Norfolk, VA & Manteo, NC | 21% | 25% | | PRA Holdings, Inc. - Norfolk, VA | 15% | 20% | | Pratt & Whitney Automation, Inc. - Huntsville, AL | 14% | 17% | | Kohl's Corporation - Tucson, AZ | 16% | <10% | | Maersk Line, Limited - Norfolk, VA | <10% | 10% | Future Minimum Rental Cash Payments (as of Sep 30, 2022) | Year | Amount | | :------------------------ | :----------- | | 2022 (3 months remaining) | $1,267,833 | | 2023 | $4,706,826 | | 2024 | $4,775,024 | | 2025 | $4,635,711 | | 2026 | $4,513,724 | | Thereafter | $9,130,039 | | Total | $29,029,157 | Note 10 – Mortgage Loans This note details mortgage loan activities, including refinancing $13.5 million in loans, a $144,029 loss on debt extinguishment, and the expansion of a $50 million credit facility - On April 1, 2022, the Company refinanced seven properties with two new loan agreements totaling $13.5 million, with an interest rate of 3.85% until March 31, 2027, then adjusting to 5-year Treasury plus 2.5% (floor 3.85%)[94] - The Company incurred a loss on debt extinguishment of $144,029 related to the write-off of unamortized debt issuance costs and a $21,000 prepayment penalty[94] Mortgage Loans Outstanding (Net of Debt Issuance Costs) | Metric | Sep 30, 2022 | Dec 31, 2021 | | :--------------------------------- | :----------- | :----------- | | Mortgage loans, net | $35,364,605 | $28,969,295 | - The Company was in compliance with all debt covenants as of September 30, 2022[97] - The Company amended its master credit facility with American Momentum Bank, increasing available borrowings from $25.0 million to $50.0 million, contingent on a future capital raise of $25.0 million or more[99] Note 11 – Related Party This note details related party transactions, including a 2020 property acquisition and a $2,912,300 'Other payable - related party' from an August 2022 Redemption Agreement - In 2020, the Company acquired a Sherwin-Williams property from GIP Fund 1, LLC, a related party, for approximately $1.8 million[101] - As of September 30, 2022, the CEO's ownership in GIP Fund 1, LLC was reduced to 0.09% after its dissolution and pro-rata unit allocation[101] - A Redemption Agreement on August 9, 2022, with a unit holder led to recording a $2,912,300 'Other payable - related party' and issuing 200,000 shares of common stock[102] Note 12 – Tenant in Common Investment This note describes the company's 50% tenancy-in-common investment in a La-Z-Boy property, including debt refinancing and its share of net income - The Company holds a 50% tenancy-in-common (TIC) interest in a 15,288 square foot single tenant building in Rockford, IL, leased to La-Z-Boy Company[103][105][116] - On April 1, 2022, the TIC refinanced its debt, reducing the total outstanding to $2.1 million at a 3.85% interest rate, and the Company contributed $455,888 to increase its ownership to 50%[104][105] TIC Condensed Income Statement (GIP, LP's Share) | Metric | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2022 | | :--------------------------------- | :-------------------------- | :-------------------------- | | GIP, LP's Share of Net Income | $16,751 | $23,841 | TIC Condensed Balance Sheet Highlights | Metric | As of Sep 30, 2022 | As of Dec 31, 2021 | | :--------------------------------- | :----------------- | :----------------- | | Net real estate investments | $4,532,624 | $4,621,135 | | Total Assets | $4,785,912 | $4,671,115 | | Mortgage loan, net | $2,087,794 | $2,677,446 | | GIP, LP's Equity Share | $1,204,811 | $725,082 | Note 13 – Subsequent Events This note outlines subsequent events, including authorized monthly cash distributions, cashless warrant exercises, and a new $1.5 million secured promissory note with a related party - On October 3, 2022, the Board authorized a monthly cash distribution of $0.039 per share for October, November, and December 2022[107] - Subsequent to September 30, 2022, 69,180 Investor Warrants were exercised on a cashless basis, resulting in the issuance of 6,918 shares of common stock[108] - On October 14, 2022, the Company entered into a $1.5 million secured non-convertible promissory note with Brown Family Enterprises, LLC (a related party), bearing a fixed interest rate of 9% and due on October 14, 2024[109] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's financial performance, including its REIT business, public offering, investment portfolio, operating results, liquidity, and reconciliation of non-GAAP financial measures Overview Provides a high-level summary of Generation Income Properties, Inc.'s business as an internally managed REIT and its ownership structure - Generation Income Properties, Inc. is an internally managed Maryland corporation focused on acquiring retail, office, and industrial real estate in major U.S. markets[112] - The Company elected to be taxed as a REIT for federal income tax purposes commencing with the taxable year ending December 31, 2021[112] - As of September 30, 2022, the Company owned 86% of the outstanding common units of its Operating Partnership[112] Public Offering and Nasdaq Listing Details the company's September 2021 public offering of 1,665,000 units at $10 per unit and its subsequent Nasdaq listing - In September 2021, the Company closed an underwritten public offering of 1,665,000 units at $10 per unit, generating net proceeds of $13.8 million[113] - Each unit consisted of one share of common stock and one warrant to purchase one share of common stock at an exercise price of $10 per share[113] - The common stock and warrants trade on the Nasdaq Capital Market under the symbols 'GIPR' and 'GIPRW', respectively[113] Our Investments Describes the company's investment portfolio characteristics, including tenant credit ratings, lease occupancy, average rental rates, and property count - As of September 30, 2022, approximately 85% of the portfolio's annualized base rent (ABR) was derived from tenants with an investment grade credit rating of 'BBB-' or better[115] - The portfolio is 100% leased and occupied, with approximately 92% of leases providing for contractual rent increases[115] - The average effective annual rental per square foot is $15.70 across the consolidated properties[115] - The Company owns twelve consolidated assets and a 50% tenancy in common interest in one additional property (La-Z-Boy in Rockford, IL)[115][116] Distributions Summarizes the total cash distributions made to common stockholders from inception through September 30, 2022 - From inception through September 30, 2022, the Company distributed approximately $2,363,658 to common stockholders[117] Results of Operations Analyzes the company's financial performance, comparing revenues, expenses, and net loss for the three and nine months ended September 30, 2022, and 2021 Revenue Analyzes the increase in total revenue for the three and nine months ended September 30, 2022, primarily driven by property acquisitions - Total revenue increased by $440,991 to $1,474,085 for the three months ended September 30, 2022, compared to $1,033,494 in the prior year, primarily due to the acquisition of four additional properties[119] - For the nine months ended September 30, 2022, total revenue increased by $1,076,551 to $4,035,123, compared to $2,958,572 in the prior year, driven by the acquisition of five additional properties[129] Expenses Details the company's expenses, including general, administrative, building, depreciation, interest, and compensation costs, for the three and nine months ended September 30, 2022 and 2021 Total Expenses (3 Months Ended Sep 30) | Expense Category | 2022 | 2021 | Change | | :---------------------------------------- | :----------- | :----------- | :------- | | General, administrative and organizational costs | $408,570 | $181,746 | $226,824 | | Building expenses | $269,781 | $195,464 | $74,317 | | Depreciation and amortization | $561,510 | $388,141 | $173,369 | | Interest expense, net | $382,440 | $336,025 | $46,415 | | Compensation costs | $334,992 | $204,218 | $130,774 | | Total expenses | $1,957,293 | $1,305,594 | $651,699 | Total Expenses (9 Months Ended Sep 30) | Expense Category | 2022 | 2021 | Change | | :---------------------------------------- | :----------- | :----------- | :------- | | General, administrative and organizational costs | $1,222,986 | $621,987 | $600,999 | | Building expenses | $848,373 | $539,739 | $308,634 | | Depreciation and amortization | $1,551,079 | $1,164,838 | $386,241 | | Interest expense, net | $1,088,361 | $1,028,446 | $59,915 | | Compensation costs | $925,432 | $515,030 | $410,402 | | Total expenses | $5,636,231 | $3,870,040 | $1,766,191 | - General, administrative, and organizational costs increased significantly due to higher legal, audit, corporate filing, insurance, and investor relations expenses[125][130] Income Tax Benefit Explains why no income tax benefit was recorded for the three and nine months ended September 30, 2022 and 2021 - The Company did not record an income tax benefit for the three and nine months ended September 30, 2022 and 2021, due to a cumulative net loss situation and a valuation allowance offsetting tax benefits[121][131] Income on investment in tenancy-in-common Reports the income generated from the company's tenancy-in-common investment for the three and nine months ended September 30, 2022 - Income from the tenancy-in-common investment was $16,751 for the three months and $23,841 for the nine months ended September 30, 2022[122][132] Gain on sale of property Details the gain recognized from the sale of a Walgreens property on August 31, 2021 - On August 31, 2021, the Company sold a Walgreens property for approximately $5.2 million, recognizing a gain of $923,178[123] Other expenses Reports dead deal expenses related to abandoned property acquisitions and a loss on debt extinguishment for the nine months ended September 30, 2022 - Dead deal expense of $45,660 was incurred for the three months and $153,031 for the nine months ended September 30, 2022, related to abandoned property acquisitions[124][132] - A loss on debt extinguishment of $144,029 was incurred for the nine months ended September 30, 2022, due to the write-off of unamortized debt issuance costs and a prepayment penalty[132] Net Loss Reports the company's net loss for the three and nine months ended September 30, 2022, compared to net income in prior year periods - The Company generated a net loss of $(512,117) for the three months and $(1,874,327) for the nine months ended September 30, 2022, compared to net income in the prior year periods[126][133] Net Income Attributable to Non-Controlling Interests Details the net income attributable to non-controlling interests for the three and nine months ended September 30, 2022, and explains the variance - Net income attributable to non-controlling interests was $126,803 for the three months and $386,947 for the nine months ended September 30, 2022[127][134] - The variance is due to increased redeemable non-controlling interests for property acquisitions, offset by decreases from a property sale and redemptions[127][134] Net Loss Attributable to Shareholders Reports the net loss attributable to shareholders for the three and nine months ended September 30, 2022, compared to prior year periods - The net loss attributable to shareholders was $(638,920) for the three months and $(2,261,274) for the nine months ended September 30, 2022, compared to net income of $455,551 and a loss of $(382,321) in the respective prior periods[128][135] Liquidity and Capital Resources Discusses the company's cash position, property investments, outstanding debt, and capital sources, including equity offerings and credit facilities - As of September 30, 2022, the Company had total cash of $2,622,169, properties with a gross cost basis of $56,915,127, and outstanding debt of $36,099,082[136] - The Company's capital sources include equity offerings, cash flow from operations, and borrowings under credit facilities[136][140] - In September 2021, a public offering generated net proceeds of $13.8 million[137] - The Company expanded its master credit facility to $50 million, contingent on a future capital raise of $25 million or more, with a variable interest rate tied to 30-Day CME Term SOFR Rate plus 2.40% (floor 3.25%)[138][139] - Net cash used in investing activities increased significantly to $13,279,054 for the nine months ended September 30, 2022, primarily due to increased property acquisitions[149] Off-Balance Sheet Arrangements States that the company has no material off-balance sheet arrangements impacting its financial condition or results of operations - The Company does not have any material off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on its financial condition, revenues, expenses, results of operations, liquidity, capital expenditures, or capital resources[151] Non-GAAP Financial Measures Explains the company's use of non-GAAP financial measures like FFO, AFFO, Core FFO, and Core AFFO to assess operating performance - The Company discloses FFO, AFFO, Core FFO, and Core AFFO as non-GAAP financial measures, which are widely accepted industry measures for comparing REIT operating performance[152] - FFO is computed in accordance with NAREIT's definition, adjusting GAAP net income/loss for extraordinary items, net gains from sales of depreciable real estate assets, impairment write-downs, and real estate-related depreciation and amortization[155] - AFFO further adjusts FFO for non-cash revenues and expenses such as amortization of deferred financing costs, above/below market lease intangible amortization, straight-line rent adjustments, and non-cash stock compensation[155] Reconciliation of Net Income (Loss) to FFO, Core FFO, AFFO, and Core AFFO | Metric | 3 Months Ended Sep 30, 2022 | 3 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | | :--------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net income (loss) | $(512,117) | $655,828 | $(1,874,327) | $16,460 | | Funds From Operations | $49,393 | $120,791 | $(323,248) | $258,120 | | Core Funds From Operations | $325,542 | $205,356 | $232,551 | $539,356 | | Adjusted Funds From Operations | $64,057 | $96,344 | $(281,099) | $194,014 | | Core Adjusted Funds From Operations | $358,108 | $150,231 | $482,396 | $380,650 | Critical Accounting Policies Highlights that the company's financial statements are based on management's accounting policies, estimates, and assumptions - The Company's financial statements are influenced by accounting policies, estimates, and assumptions made by management, as summarized in the audited consolidated financial statements[160] Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, Generation Income Properties, Inc. is exempt from providing quantitative and qualitative disclosures about market risk - As a smaller reporting company, Generation Income Properties, Inc. is exempt from making disclosures under this item[161] Item 4. Controls and Procedures Management concluded that the company's disclosure controls and procedures were effective as of September 30, 2022, with no material changes in internal control - Management, including the CEO and CFO, concluded that the Company's disclosure controls and procedures were effective as of September 30, 2022[163] - No material changes in internal control over financial reporting occurred during the three months ended September 30, 2022[164] PART II. OTHER INFORMATION This section provides additional information not covered in the financial statements, including legal proceedings, risk factors, equity sales, and exhibits Item 1. Legal Proceedings There are no material legal proceedings requiring disclosure in this Quarterly Report on Form 10-Q - There are no material legal proceedings that are required to be disclosed[166] Item 1A. Risk Factors No material changes have occurred to the risk factors previously disclosed in the Company's Annual Report on Form 10-K - No material changes from the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2021[167] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section confirms no unregistered equity sales and details the $13.8 million net proceeds from the September 2021 public offering, with $1.1 million used for related party debt repayment - No unregistered sales of equity securities occurred[168] - The September 2021 public offering of 1,665,000 units at $10.00 per unit generated total net proceeds of approximately $13.8 million[169] - As of September 30, 2022, $1.1 million of the public offering proceeds have been used for repayment of related party debt[172] Item 3. Defaults Upon Senior Securities There were no defaults upon senior securities during the reporting period - There were no defaults upon senior securities[174] Item 4. Mine Safety Disclosures This item is not applicable to the Company - This item is not applicable[175] Item 5. Other Information There is no other information to report under this item - No other information to report[176] Item 6. Exhibits This section lists all documents filed as part of this report, including corporate governance documents, warrant agreements, financial agreements, and certifications - The report includes various exhibits such as Articles of Amendment and Restatement, Bylaws, Common Stock Purchase Warrants, Representative's Warrant, Investor Warrant Form, Warrant Agent Agreement, and Description of Securities[178] - Recent agreements filed as exhibits include a Revised Commitment Letter with American Momentum Bank (September 9, 2022), a Promissory Note and Security Agreement with Brown Family Enterprises, LLC (October 14, 2022), and a Redemption Agreement (August 9, 2022)[178] - Certifications from the Principal Executive Officer and Principal Financial Officer (Rule 13a-14(a) and 18 U.S.C. § 1350) are filed herewith[178] SIGNATURES Confirms the official signing of the report by the Chief Executive Officer and Chief Financial Officer on November 14, 2022 - The report is signed by David Sobelman, Chief Executive Officer and Chair of the Board, and Allison Davies, Chief Financial Officer, on November 14, 2022[181]