10-Q

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.:

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 5,422,155 shares of Common Stock, par value $0.01 per share, outstanding as of May 10, 2024.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Generation Income Properties, Inc. Consolidated Statements of Changes in Equity, Redeemable Preferred Stock, and Redeemable Non-Controlling Interests

The accompanying notes are an integral part of these unaudited consolidated 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 March 31, 2024 owned 95.3% 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 March 31, 2024, the Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis owned 26 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 three months ended March 31, 2024, the Company generated positive operating cash flows of $25,977 and had cash on hand of $1.7 million as of March 31, 2024. Two secured mortgage loans which have a principal balance of $7.3 million and $4.5 million as of March 31, 2024 will mature on September 30, 2024 and October 23, 2024, respectively. Our current and anticipated liquidity is less than the principal balance of these obligations. 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, which includes a plan to refinance these two mortgage loans at maturity. The Company has been engaged in active conversations with the current lender on a refinance. There is no assurance that the Company will be successful in obtaining such refinance on terms acceptable to the Company, if at all, and the Company may not be able to enter into collaborations or other arrangements. The failure of the Company to refinance on acceptable terms would have a material adverse effect on the Company’s business, results of operations and financial condition.

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 April 8, 2024. The results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024.

The preparation of the consolidated financial statements 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.

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.

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 March 31,		As of December 31,
	2024		2023
Cash and cash equivalents	$	1,655,820	$	3,117,446
Restricted cash		34,500		34,500
Cash and cash equivalents and restricted cash	$	1,690,320	$	3,151,946

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. In addition to straight-line rents, deferred rent liability includes $189,708 and $280,332 of prepaid rent as of March 31, 2024 and December 31, 2023, 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 uncollectability exists with respect to any tenant changes, the Company would recognize an adjustment 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 months ended March 31, 2024 or 2023.

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, reduced for estimated 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 and to date has concluded that all asset transactions are 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 team of the leases as amortization expense. The fair value of the 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 current market lease rate expected over the remaining non-cancelable life of the lease. 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 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, 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. An impairment loss of approximately $1.06 million was recognized during the three months ended March 31, 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. There were no impairments in the Company's investments in real estate during the three months ended March 31, 2023.

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.

The Company executed a contract to sell the property located at 15091 SW Alabama, Huntsville, AL for $6.15 million in March 2024 and as of the reporting date is engaged in due diligence with the buyer. The property's sale is anticipated to close within the next quarter. As such, the Company has reclassified the asset to Held for sale assets net of the costs of sales at a carrying value of approximately $5.75 million and recorded an impairment loss of approximately $1.06 million.

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, commencing with our taxable year ending December 31, 2021. 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 months ended March 31, 2024 and 2023.

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 March 31, 2024 or 2023. At March 31, 2024, the Company's tax returns for the years 2020 forward remain subject to examination by the major tax jurisdictions under the statute of limitations.

Earnings per Share

In accordance with ASC 260, 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. As of the three months ended March 31, 2024 and 2023, 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 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 March 31,			As of December 31,
	2024			2023
In-place leases	$	8,269,790		$	8,914,075
Accumulated amortization		(2,164,845	)		(2,411,802	)
In-place leases, net	$	6,104,945		$	6,502,273

The amortization for in-place leases for the three months ended March 31, 2024 and 2023 was $397,328 and $135,563, respectively. The future amortization for in-place leases, net for subsequent years ending December 31, is listed below:


	As of March 31,
	2024
2024 (9 months remaining)	$	1,031,892
2025		1,320,791
2026		1,219,556
2027		834,926
2028		644,063
Thereafter		1,053,717
	$	6,104,945

Above-market leases, net is comprised of the following:


	As of March 31,			As of December 31,
	2024			2023
Above-market leases	$	1,657,256		$	1,657,256
Accumulated amortization		(271,555	)		(169,784	)
Above-market leases, net	$	1,385,701		$	1,487,472

The amortization for above-market leases for the three months ended March 31, 2024 and 2023 was $101,771 and $0, respectively. The future amortization for above-market leases, net for subsequent years ending December 31, is listed below:


	As of March 31,
	2024
2024 (9 months remaining)	$	305,349
2025		407,132
2026		380,084
2027		161,539
2028		104,443
Thereafter		27,262
	$	1,385,701

Note 4 – Acquired lease intangible liabilities, net

Acquired lease intangible liabilities, net is comprised of the following:


	As of March 31,			As of December 31,
	2024			2023
Acquired lessor lease intangible liabilities	$	1,304,309		$	1,304,309
Accumulated accretion to rental income		(365,734	)		(331,932	)
Acquired lessor lease intangible liabilities, net	$	938,575		$	972,377

Acquired lessee lease intangible liabilities	$	45,207		$	45,207
Accumulated amortization to offset building expenses		(1,507	)		(1,324	)
Acquired lessee lease intangible liabilities, net	$	43,700		$	43,883

The amortization for acquired lessor lease intangible liabilities for the three months ended March 31, 2024 and 2023 was $33,802 and $26,114, respectively. The future amortization for acquired lessor lease intangible liabilities, net for subsequent years ending December 31 is listed below:


	As of March 31,
	2024
2024 (9 months remaining)		102,364
2025		135,543
2026		119,262
2027		110,322
2028		109,706
Thereafter		361,378
	$	938,575

The amortization for acquired lessee lease intangible liabilities for the three months ended March 31, 2024 and 2023 was $183 and $183, respectively. The future amortization for acquired lessee lease intangible liabilities, net for subsequent years ending December 31 is listed below:


	As of March 31,
	2024
2024 (9 months remaining)	$	549
2025		732
2026		732
2027		732
2028		732
Thereafter		40,223
	$	43,700

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. The Company’s leases also provide for reimbursement from 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. Income for these amounts is recognized on a straight-line basis. Variable lease income includes the tenants' contractual obligations to reimburse the Company for their portion of recoverable costs incurred. The following table provides a disaggregation of lease income recognized as either fixed or variable lease income three months ended March 31, 2024 and 2023:


	2024			2023
Rental income
Fixed and in-substance fixed lease income	$	1,949,206		$	1,203,924
Variable lease income		388,729			79,821
Other related lease income, net:
Amortization of above- and below-market leases, net		(67,969	)		26,114
Straight line rent revenue		4,764			16,848
Total rental income	$	2,274,730		$	1,326,707

For the three months ended March 31, 2024 and 2023, we had four tenants that each account for more than 10% of our rental revenue as indicated below:


	2024			2023
General Services Administration - Norfolk, VA, Manteo, NC & Vacaville, CA		16	%		23	%
Pre-K - San Antonio, TX		14	%	N/A
Dollar General - multiple locations		13	%	N/A
PRA Holdings, Inc. - Norfolk, VA	<10%				16	%
Pratt & Whitney Automation, Inc. - Huntsville, AL	<10%				15	%
Kohl's Corporation - Tucson, AZ	<10%				17	%

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 March 31,
	2024
2024 (9 months remaining)	$	6,219,257
2025		8,164,467
2026		7,877,077
2027		6,264,047
2028		4,815,997
Thereafter		11,204,220
	$	44,545,065

On March 29, 2024, the Company executed a 10-year lease, with two five-year renewal options, with Armed Services YMCA for the use of approximately 35,000 square feet on the property located at 2510 Walmer Avenue, Norfolk, Virginia. Rent commenced on May 1, 2024 under the contracted twelve month tenant improvement period of twelve months at a reduced fixed base rent of approximately $23,000 per month. Base rent increases to a fixed rate of approximately $34,000 per month in month 13 and escalates annually at approximately 2.5%.

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 March 31, 2024 and 2023, 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 $60,244 and $58,175 for the


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)


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


		Page

PART I.	FINANCIAL INFORMATION	3

Item 1.	Financial Statements	3

	Generation Income Properties, Inc. Consolidated Balance Sheets March 31, 2024 (unaudited) and December 31, 2023	3

	Generation Income Properties, Inc. Consolidated Statements of Operations Three Months Ended March 31, 2024 and March 31, 2023 (unaudited)	4

	Generation Income Properties, Inc. Consolidated Statements of Changes in Consolidated Statements of Changes in Equity, Redeemable Preferred Stock, and Redeemable Non-Controlling Interests for the Three Months Ended March 31, 2024 and March 31, 2023 (unaudited)	5

	Generation Income Properties, Inc. Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and March 31, 2023 (unaudited)	6
	Notes to Unaudited Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32

Item 4.	Controls and Procedures	32

PART II.	OTHER INFORMATION	33

Item 1.	Legal Proceedings	33

Item 1A.	Risk Factors	33

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33

Item 3.	Defaults Upon Senior Securities	33

Item 4.	Mine Safety Disclosures	34

Item 5.	Other Information	34

Item 6.	Exhibits	35

SIGNATURES		36


	As of March 31,			As of December 31,
	2024			2023

Assets
Investments in real estate
Land	$	21,236,021		$	21,996,902
Building and site improvements		64,654,032			71,621,499
Acquired tenant improvements		2,072,205			2,072,205
Acquired lease intangible assets		9,927,046			10,571,331
Less: accumulated depreciation and amortization		(8,618,181	)		(8,855,332	)
Net real estate investments	$	89,271,123		$	97,406,605
Cash and cash equivalents		1,655,820			3,117,446
Restricted cash		34,500			34,500
Deferred rent asset		366,278			1,106,191
Prepaid expenses		473,380			139,941
Prepaid guaranty fees - related party		96,360			-
Accounts receivable		283,850			241,166
Escrow deposits and other assets		569,803			493,393
Held for sale assets		5,750,250			-
Right of use asset, net		6,131,688			6,152,174
Total Assets	$	104,633,052		$	108,691,416

Liabilities and Equity
Liabilities
Accounts payable	$	51,901		$	406,772
Accrued expenses		593,731			688,146
Accrued expense - related party		683,347			683,347
Acquired lease intangible liabilities, net		982,275			1,016,260
Insurance payable		367,322			34,966
Deferred rent liability		170,317			260,942
Lease liability, net		6,427,039			6,415,041
Other payable - related party		1,357,380			1,809,840
Loan payable - related party		5,500,000			5,500,000
Mortgage loans, net of unamortized debt discount of $1,278,582 and $1,326,362 at March 31, 2024 and December 31, 2023, respectively		56,545,312			56,817,310
Derivative liabilities		169,942			537,424
Total liabilities	$	72,848,566		$	74,170,048

Redeemable Non-Controlling Interests	$	19,498,296		$	18,812,423

Preferred Stock - Series A Redeemable Preferred stock, net,
$0.01 par value, 2,400,000 shares authorized, no shares issued or outstanding as of March 31, 2024 and 2,400,000 shares issued and outstanding at December 31, 2023 with liquidation preferences of $5 per share	$	-		$	11,637,616

Stockholders' Equity
Common stock, $0.01 par value, 100,000,000 shares authorized; 5,419,855 and 2,620,707 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively		54,199			26,207
Additional paid-in capital		29,589,564			18,472,049
Accumulated deficit		(17,753,278	)		(14,833,058	)
Total Generation Income Properties, Inc. Stockholders' Equity	$	11,890,485		$	3,665,198

Non-Controlling Interest	$	395,705		$	406,131
Total equity	$	12,286,190		$	4,071,329

Total Liabilities and Equity	$	104,633,052		$	108,691,416


	Three Months ended March 31,
	2024			2023
Revenue
Rental income	$	2,274,730		$	1,326,707
Other income		158,443			10,332
Total revenue	$	2,433,173		$	1,337,039

Expenses
General and administrative expense	$	449,797		$	344,147
Building expenses		654,667			313,600
Depreciation and amortization		1,226,605			557,550
Interest expense, net		1,020,741			469,210
Compensation costs		282,015			351,287
Total expenses	$	3,633,825		$	2,035,794
Operating loss		(1,200,652	)		(698,755	)
Other expense		-			(506,000	)
Gain on derivative valuation, net		380,550			-
Income on investment in tenancy-in-common		-			14,402
Loss on held for sale asset valuation		(1,058,994	)		-
Net loss	$	(1,879,096	)	$	(1,190,353	)
Less: Net income attributable to non-controlling interests		946,124			127,214
Net loss attributable to Generation Income Properties, Inc.	$	(2,825,220	)	$	(1,317,567	)
Less: Preferred stock dividends		95,000			-
Net loss attributable to common shareholders	$	(2,920,220	)	$	(1,317,567	)

Total Weighted Average Shares of Common Stock Outstanding – Basic & Diluted		4,390,489			2,541,477

Basic & Diluted Loss Per Share Attributable to Common Stockholders	$	(0.67	)	$	(0.52	)


☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☑	Smaller reporting company	☑

		Emerging growth company	☑


	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, 2022		2,501,644	$	25,016	$	19,307,518		$	(8,640,796	)	$	10,691,738		$	445,035		$	11,136,773		$	-		$	5,789,731
Restricted stock unit compensation		98,593		986		89,662			-			90,648			-			90,648			-			-
Cashless exercise of warrants		10,648		106		(106	)		-			-			-			-			-			-
Issuance of Redeemable Non-Controlling Interests		-		-		-			-			-			-			-			-			3,000,000
Redemption of Redeemable Non-Controlling Interests		-		-		-			-			-			-			-			-			(2,479,299	)
Distribution on Non-Controlling Interests		-		-		-			-			-			(2,844	)		(2,844	)		-			(115,817	)
Dividends paid on common stock		-		-		(297,479	)		-			(297,479	)		-			(297,479	)		-			-
Net (loss) income for the quarter		-		-		-			(1,317,567	)		(1,317,567	)		(4,908	)		(1,322,475	)		-			132,122
Balance, March 31, 2023		2,610,885	$	26,108	$	19,099,595		$	(9,958,363	)	$	9,167,340		$	437,283		$	9,604,623		$	-		$	6,326,737
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 unit 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