UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): June 16, 2026 |
GENERATION INCOME PROPERTIES, INC.
(Exact name of Registrant as Specified in Its Charter)
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Maryland |
001-40771 |
47-4427295 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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401 East Jackson Street Suite 3300 |
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Tampa, Florida |
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33602 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 813 448-1234 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock par value $0.01 per share |
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GIPR |
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The Nasdaq Stock Market LLC |
Warrants to purchase Common Stock |
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GIPRW |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
The disclosure under Item 2.01 below regarding the DC Termination Agreement, the Dollar General Purchase Agreement, and the Fresenius Purchase Agreement (each as defined below) is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
Reacquisition of GIPDC 3707 14th St. LLC - 7-Eleven, Washington, D.C. (June 16, 2026)
On June 16, 2026, Generation Income Properties, Inc. (the “Company”), Generation Income Properties, LP (“GIP LP”) and Brown Family Enterprises, LLC (“Brown”), a preferred equity holder of GIP LP, entered into an Assignment of Limited Liability Company Interests and Termination Agreement, dated as of June 16, 2026, (the “DC Termination Agreement”), pursuant to which (i) Brown assigned, transferred, and conveyed to GIP LP one hundred percent (100%) of the limited liability company interests in GIPDC 3707 14th St. LLC (the “DC Entity”), the entity owning the net lease retail property occupied by 7-Eleven and located at 3707-3711 14th Street, N.W., Washington, D.C. (the “DC Property”), (ii) the Company paid Brown $600,000 in cash, and (iii) the Assignment of Limited Liability Company Interests and Satisfaction Agreement, dated as of March 3, 2026, by and among Brown, GIP LP, and the Company (the “Original Agreement”), together with all rights and obligations thereunder, was terminated in its entirety, and the parties exchanged mutual releases. The Company resumed consolidating the DC Entity and the DC Property effective June 16, 2026, and recognized a loss on transfer of LLC interests of $185,069, in satisfaction of debt, during the six months ended June 30, 2026, in connection with the Company’s prior transfer of the DC Entity effective March 3, 2026, pursuant to the Original Agreement, as reflected in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. The DC Property continues to be encumbered by the mortgage loan and related security documents held by Valley National Bank, which remained the obligation of the DC Entity throughout and was unaffected by the DC Termination Agreement.
Disposition of Vacaville Property - Vacaville, California (July 15, 2026)
As previously disclosed in the Company's Current Report on Form 8-K filed on July 21, 2026, the Company, through its indirect wholly owned subsidiary GIPCA 991 Nut Tree Road, LLC, completed the disposition of the single-tenant net-leased property occupied by the United States of America and located at 991 Nut Tree Road, Vacaville, California (the “Vacaville Property”), on July 15, 2026, for a purchase price of $2,475,000.
Disposition of Fresenius Property - Chicago, Illinois (August 21, 2026)
On August 21, 2026, GIPIL 3134 W 76th Street, LLC, an indirect wholly owned subsidiary of the Company, completed the sale of its Fresenius-occupied net lease medical property located at 3134 West 76th Street, Chicago, Illinois (the “Fresenius Property”), pursuant to a Purchase and Sale Agreement, entered into effective as of June 22, 2026, by and between GIPIL 3134 W 76th Street, LLC, as seller, and DDF Candor, LLC, a Texas limited liability company, as purchaser, as amended by that certain First Amendment to Purchase and Sale Agreement, entered into effective as of July 28, 2026 (collectively, the “Fresenius Purchase Agreement”). The Fresenius Property was sold for a purchase price of $2,800,000, subject to customary prorations and adjustments, resulting in net proceeds to the Company of approximately $1,365,000.
Disposition of Dollar General Portfolio - Texas, Ohio, Maine, and Pennsylvania (August 24, 2026)
On August 21, 2026, the Company, through six of its indirect wholly owned subsidiaries: GIPTX 6919 North Service Road, LLC; GIPOH 6696 State Route 95, LLC; GIPME 409 US Route 2, LLC; GIPPA 23 Wert Drive, LLC; GIPOH 5405 Tiffin Avenue, LLC; and GIPOH 7970 E Harbor Road, LLC; completed the sale of a portfolio of six Dollar General-occupied net lease retail properties located at 6919 N Service Road, Big Spring, Texas; 6696 State Route 95, Mount Gilead, Ohio; 409 US Route 2, East Wilton, Maine; 23 Wert Drive, Thompsontown, Pennsylvania; 5405 Tiffin Avenue, Castalia, Ohio; and 7970 E Harbor Road, Lakeside, Ohio (collectively, the “Dollar General Properties”), pursuant to a Purchase and Sale Agreement, entered into effective as of June 19, 2026, by and between the seller entities named above and HABG Texas LLC, a Texas limited liability company, as amended by that certain First Amendment to Purchase and Sale Agreement, entered into effective as of July 22, 2026 (collectively, the “Dollar General Purchase Agreement”). The First Amendment, among other things, removed a seventh property located at 1905 Hallowell Road, Litchfield, Maine from the sale transaction and reduced the aggregate purchase price accordingly. The Dollar General Properties were sold for an aggregate purchase price of $6,246,221, subject to customary prorations and adjustments, resulting in net proceeds to the Company of $2,685,000.
The foregoing descriptions of the DC Termination Agreement, the Fresnius Purchase Agreement, and the Dollar General Purchase Agreement are qualified in their entirety by the full text of such agreements attached to this Current Report on Form 8-K as Exhibits 10.1 through 10.5.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The following unaudited pro forma financial information for the Company is attached as Exhibit 99.1 and incorporated by reference herein (“Unaudited Pro Forma Consolidated Financial Statements”), giving effect to the reacquisition of the DC Entity and the dispositions of the Dollar General Properties, the Fresenius Property, and the Vacaville Property (collectively, the “Transactions”):
•Unaudited Pro Forma Balance Sheet for the Company as of June 30, 2026
•Unaudited Pro Forma Condensed Consolidated Statement of Operations for the six months ended June 30, 2026 and June 30, 2025
•Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2025
The unaudited pro forma balance sheet gives effect to the disposition of the Dollar General Properties, the Fresenius Property, and the Vacaville Property as if such dispositions had occurred on June 30, 2026. No adjustment is reflected in the pro forma balance sheet for the reacquisition of the DC Entity, as that transaction is already reflected in the Company's historical condensed consolidated balance sheet as of June 30, 2026.
The unaudited pro forma statements of operations give effect to the reacquisition of the DC Entity and the dispositions of the Dollar General Properties, the Fresenius Property, and the Vacaville Property, as if each such Transaction had occurred on January 1, 2025 (for the year ended December 31, 2025) or January 1, 2026 (for the six months ended June 30, 2026), as applicable.
(c) Exhibits.
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Exhibit No. |
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Description |
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10.1 |
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Assignment of Limited Liability Company Interests and Termination Agreement, dated as of June 16, 2026, by and among Brown Family Enterprises, LLC, Generation Income Properties, LP, and Generation Income Properties, Inc. |
10.2 |
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Purchase and Sale Agreement, entered into effective as of June 19, 2026, by and between GIPTX 6919 North Service Road, LLC, GIPOH 6696 State Route 95, LLC, GIPME 409 US Route 2, LLC, GIPME 1905 Hallowell Road, LLC, GIPPA 23 Wert Drive, LLC, GIPOH 5405 Tiffin Avenue, LLC, GIPOH 7970 E Harbor Road, LLC and HABG Texas LLC. |
10.3 |
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First Amendment to Purchase and Sale Agreement, entered into effective as of July 22, 2026, by and among the seller parties named therein and HABG Texas LLC. |
10.4 |
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Purchase and Sale Agreement, entered into effective as of June 22, 2026, by and between GIPIL 3134 W 76th Street, LLC and DDF Candor, LLC. |
10.5 |
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First Amendment to Purchase and Sale Agreement, entered into effective as of July 28, 2026, by and between GIPIL 3134 W 76th Street, LLC and DDF Candor, LLC. |
99.1 |
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Unaudited Pro Forma Consolidated Financial Statements. |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Generation Income Properties Inc.
Overview of Unaudited Pro Forma Consolidated Financial Statements
The following unaudited pro forma condensed consolidated financial information of Generation Income Properties, Inc. (the “Company”) gives effect to the following transactions (collectively, the “Transactions”):
•the reacquisition of GIPDC 3707 14th St. LLC (the “DC Entity”), the entity owning the net lease retail property occupied by 7-Eleven and located at 3707-3711 14th Street, N.W., Washington, D.C. (the “DC Property”), completed on June 16, 2026 (the “Reacquisition”);
•the disposition of a portfolio of six Dollar General-occupied net lease retail properties located in Big Spring, Texas; Mount Gilead, Ohio; East Wilton, Maine; Thompsontown, Pennsylvania; Castalia, Ohio; and Lakeside, Ohio, completed on August 21, 2026 (the “Dollar General Disposition”);
•the disposition of a Fresenius-occupied single-tenant net-leased medical property located at 3134 West 76th Street, Chicago, Illinois, completed on August 21, 2026 (the “Fresenius Disposition”); and
•the disposition of a single-tenant net-leased property occupied by the United States of America, located at 991 Nut Tree Road, Vacaville, California, completed on July 15, 2026 (the “Vacaville Disposition”).
With respect to the Reacquisition, the Company had previously transferred 100% of the limited liability company interests in the DC Entity to Brown Family Enterprises, LLC (“Brown”), a related party, effective March 3, 2026, resulting in deconsolidation of the DC Entity as of that date. Pursuant to an Assignment of Limited Liability Company Interests and Termination Agreement, dated as of June 16, 2026, by and among Brown, Generation Income Properties, LP, and the Company, Brown assigned, transferred, and conveyed 100% of the limited liability company interests in the DC Entity back to Generation Income Properties, LP, and the Company resumed consolidating the DC Entity and the DC Property effective June 16, 2026.
The unaudited pro forma condensed consolidated balance sheet as of June 30, 2026, gives effect to the Dollar General Disposition, the Fresenius Disposition, and the Vacaville Disposition as if each had occurred on that date. No adjustment is presented for the Reacquisition, as it is already reflected in the Company's historical condensed consolidated balance sheet as of June 30, 2026, included in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.
The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2025, and the six months ended June 30, 2026, give effect to each of the Transactions as if it had occurred at the beginning of the respective period presented. No adjustment is required with respect to the Reacquisition for the year ended December 31, 2025, as the DC Entity was consolidated by the Company for the entirety of that period.
The unaudited pro forma condensed consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X and is based on the Company's historical consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, and the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.
The unaudited pro forma condensed consolidated financial information reflects adjustments that are directly attributable to the Transactions and factually supportable, and is based on assumptions management believes are reasonable. The pro forma adjustments include, among other things:
•removal of net real estate assets and related property-level indebtedness associated with the Dollar General Disposition, the Fresenius Disposition, and the Vacaville Disposition, except that no adjustment is presented for indebtedness with respect to the Vacaville Property, as the portion of cross-collateralized mortgage debt allocated to that property was reallocated among the Company's other properties securing such debt rather than repaid;
•removal of revenues, operating expenses, depreciation and amortization, and, where applicable, interest expense associated with the Dollar General Properties, the Fresenius Property, and the Vacaville Property for the periods presented;
•inclusion of revenues, operating expenses, depreciation and amortization, and interest expense associated with the DC Property for the period from March 3, 2026, through June 16, 2026, during which the DC Entity was deconsolidated; and
•elimination of the loss on transfer of LLC interests recognized by the Company in connection with the March 3, 2026, transfer of the DC Entity.
The unaudited pro forma condensed consolidated financial information has been prepared for illustrative purposes only and does not purport to represent what the Company's financial position or results of operations would have been had the Transactions occurred on the dates indicated. The unaudited pro forma condensed consolidated financial information also should not be considered representative of the Company's future financial position or results of operations.
The unaudited pro forma condensed consolidated financial information should be read in conjunction with the accompanying notes and the Company's historical consolidated financial statements and related notes incorporated by reference herein.
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Generation Income Properties, Inc. |
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Pro Forma Consolidated Balance Sheet |
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June 30, 2026 |
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GSA MHSA |
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Fresenius |
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Dollar General |
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Historical |
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Vacaville, CA |
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Chicago, IL |
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6 Property Portfolio |
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Pro Forma |
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(unaudited) |
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(a) |
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(a), (b) |
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(a), (b) |
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(unaudited) |
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Assets |
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Investments in real estate |
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Land |
$ |
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14,939,843 |
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$ |
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- |
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$ |
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- |
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$ |
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- |
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$ |
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14,939,843 |
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Building and site improvements |
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56,268,441 |
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- |
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- |
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- |
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56,268,441 |
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Acquired tenant improvements |
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1,682,482 |
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- |
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- |
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- |
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1,682,482 |
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Acquired lease intangible assets |
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7,538,241 |
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- |
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- |
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- |
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7,538,241 |
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Less: accumulated depreciation and amortization |
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(13,606,012 |
) |
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- |
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- |
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- |
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(13,606,012 |
) |
Net real estate investments |
$ |
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66,822,995 |
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$ |
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- |
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$ |
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- |
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$ |
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- |
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$ |
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66,822,995 |
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Cash and cash equivalents |
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2,029,661 |
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11,874 |
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(21,842 |
) |
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(2,034 |
) |
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2,017,659 |
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Restricted cash |
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34,500 |
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- |
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- |
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- |
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34,500 |
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Deferred rent asset |
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365,368 |
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- |
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(12,437 |
) |
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- |
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352,931 |
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Prepaid expenses |
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504,883 |
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(21,609 |
) |
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(23,719 |
) |
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(8,533 |
) |
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451,022 |
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Accounts receivable |
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289,254 |
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(29,195 |
) |
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- |
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(154,698 |
) |
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105,361 |
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Escrow deposits and other assets |
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519,919 |
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(29,111 |
) |
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(37,103 |
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(44,654 |
) |
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409,051 |
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Held for sale assets |
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10,432,121 |
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(2,027,515 |
) |
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(2,533,159 |
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(5,871,447 |
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- |
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Right-of-use asset, net |
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5,950,608 |
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- |
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- |
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- |
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5,950,608 |
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Total Assets |
$ |
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86,949,309 |
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$ |
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(2,095,556 |
) |
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$ |
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(2,628,260 |
) |
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$ |
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(6,081,366 |
) |
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$ |
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76,144,127 |
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Liabilities and Equity |
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Liabilities |
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Accounts payable |
$ |
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1,451,780 |
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$ |
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(8,563 |
) |
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$ |
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(32,083 |
) |
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$ |
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(179,017 |
) |
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1,232,117 |
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Accrued expenses |
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1,263,147 |
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(22,531 |
) |
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(16,786 |
) |
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(107,785 |
) |
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1,116,045 |
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Accrued expense - related party |
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1,138,757 |
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- |
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- |
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- |
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1,138,757 |
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Acquired lease intangible liabilities, net |
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879,545 |
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- |
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(1,375 |
) |
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(429,010 |
) |
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449,160 |
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Insurance payable |
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278,078 |
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- |
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- |
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- |
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278,078 |
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Deferred rent liability |
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150,235 |
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- |
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(21,461 |
) |
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- |
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128,774 |
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Lease liability, net |
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6,542,455 |
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- |
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- |
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- |
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6,542,455 |
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Loan payable - related party |
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|
6,148,651 |
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- |
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- |
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- |
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6,148,651 |
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Mortgage loans, net of unamortized debt issuance costs and debt discount |
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46,781,677 |
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(1,226,874 |
) |
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(1,643,346 |
) |
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(3,390,274 |
) |
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|
40,521,183 |
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Derivative liabilities |
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|
92,893 |
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- |
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|
- |
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|
|
- |
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|
92,893 |
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Total liabilities |
$ |
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64,727,218 |
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|
$ |
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(1,257,968 |
) |
|
$ |
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(1,715,051 |
) |
|
$ |
|
(4,106,086 |
) |
|
$ |
|
57,648,113 |
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Redeemable Non-Controlling Interests |
$ |
|
24,127,496 |
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|
$ |
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(2,356,757 |
) |
|
$ |
|
(1,365,219 |
) |
|
$ |
|
(2,684,637 |
) |
|
$ |
|
17,720,883 |
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Stockholders' Equity |
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Common stock, $0.01 par value, 100,000,000 shares authorized; 1,165,085 and 544,818 shares issued; 1,030,402 and 544,818 shares outstanding at June 30, 2026 and December 31, 2025, respectively. |
$ |
|
10,304 |
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|
$ |
|
- |
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|
$ |
|
- |
|
|
$ |
|
- |
|
|
$ |
|
10,304 |
|
Additional paid-in capital |
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34,521,913 |
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|
|
- |
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|
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(10,000 |
) |
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|
|
- |
|
|
|
|
34,511,913 |
|
Accumulated deficit |
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|
(36,830,483 |
) |
|
|
|
1,519,169 |
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|
|
|
462,010 |
|
|
|
|
709,357 |
|
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|
(34,139,947 |
) |
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Total Generation Income Properties, Inc. Stockholders' Equity |
$ |
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(2,298,266 |
) |
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$ |
|
1,519,169 |
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|
$ |
|
452,010 |
|
|
$ |
|
709,357 |
|
|
$ |
|
382,270 |
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Non-Controlling Interest |
|
|
392,861 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
392,861 |
|
Total equity |
$ |
|
(1,905,405 |
) |
|
$ |
|
1,519,169 |
|
|
$ |
|
452,010 |
|
|
$ |
|
709,357 |
|
|
$ |
|
775,131 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Equity |
$ |
|
86,949,309 |
|
|
$ |
|
(2,095,556 |
) |
|
$ |
|
(2,628,260 |
) |
|
$ |
|
(6,081,366 |
) |
|
$ |
|
76,144,127 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Generation Income Properties, Inc. |
|
Pro Forma Consolidated Statement of Operations |
|
For the Six Months Ended June 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7-Eleven |
|
|
GSA MHSA |
|
|
Fresenius |
|
|
Dollar General |
|
|
|
|
|
|
Historical |
|
|
Washington, DC |
|
|
Vacaville, CA |
|
|
Chicago, IL |
|
|
6 Property Portfolio |
|
|
Pro Forma |
|
|
(unaudited) |
|
|
(e), (f), (g) |
|
|
(c) |
|
|
(c), (d) |
|
|
(c), (d) |
|
|
(unaudited) |
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental income |
$ |
|
4,279,653 |
|
|
$ |
|
25,000 |
|
|
$ |
|
(194,755 |
) |
|
$ |
|
(130,818 |
) |
|
$ |
|
(321,137 |
) |
|
$ |
|
3,657,943 |
|
Other income |
|
|
15,205 |
|
|
|
|
5,730 |
|
|
|
|
- |
|
|
|
|
(2,557 |
) |
|
|
|
- |
|
|
|
|
18,378 |
|
Total revenue |
$ |
|
4,294,858 |
|
|
$ |
|
30,730 |
|
|
$ |
|
(194,755 |
) |
|
$ |
|
(133,375 |
) |
|
$ |
|
(321,137 |
) |
|
$ |
|
3,676,321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expense |
$ |
|
1,066,223 |
|
|
$ |
|
125 |
|
|
$ |
|
(1,121 |
) |
|
$ |
|
(813 |
) |
|
$ |
|
(5,876 |
) |
|
$ |
|
1,058,538 |
|
Building expenses |
|
|
1,154,609 |
|
|
|
|
6,877 |
|
|
|
|
(86,494 |
) |
|
|
|
(4,809 |
) |
|
|
|
(62,710 |
) |
|
|
|
1,007,473 |
|
Depreciation and amortization |
|
|
2,192,718 |
|
|
|
|
14,813 |
|
|
|
|
(73,514 |
) |
|
|
|
(89,191 |
) |
|
|
|
(181,379 |
) |
|
|
|
1,863,447 |
|
Interest expense, net |
|
|
2,001,216 |
|
|
|
|
17,676 |
|
|
|
|
(55,019 |
) |
|
|
|
(35,120 |
) |
|
|
|
(152,036 |
) |
|
|
|
1,776,717 |
|
Compensation Costs |
|
|
690,835 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
690,835 |
|
Total expenses |
$ |
|
7,105,601 |
|
|
$ |
|
39,491 |
|
|
$ |
|
(216,148 |
) |
|
$ |
|
(129,933 |
) |
|
$ |
|
(402,001 |
) |
|
$ |
|
6,397,010 |
|
Operating (loss) income |
|
|
(2,810,743 |
) |
|
|
|
(8,761 |
) |
|
|
|
21,393 |
|
|
|
|
(3,442 |
) |
|
|
|
80,864 |
|
|
|
|
(2,720,689 |
) |
Other expense |
|
|
(237 |
) |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
(237 |
) |
Gain (loss) on derivative valuation |
|
|
351,803 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
351,803 |
|
Loss on held for sale asset valuation |
|
|
(668,649 |
) |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
(668,649 |
) |
Loss on extinguishment of debt |
|
|
(26,634 |
) |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
(26,634 |
) |
Gain (loss) on sale of property |
|
|
1,089,754 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
1,089,754 |
|
Loss on transfer of LLC interests in satisfaction of debt |
|
|
(185,069 |
) |
|
|
|
185,069 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
Net (loss) income |
$ |
|
(2,249,775 |
) |
|
$ |
|
176,308 |
|
|
$ |
|
21,393 |
|
|
$ |
|
(3,442 |
) |
|
$ |
|
80,864 |
|
|
$ |
|
(1,974,652 |
) |
Less: Net income attributable to non-controlling interests |
|
|
962,259 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
962,259 |
|
Net (loss) income attributable to Generation Income Properties, Inc. |
$ |
|
(3,212,034 |
) |
|
$ |
|
176,308 |
|
|
$ |
|
21,393 |
|
|
$ |
|
(3,442 |
) |
|
$ |
|
80,864 |
|
|
$ |
|
(2,936,911 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Weighted Average Shares of Common Stock Outstanding - Basic & Diluted |
|
|
984,029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
984,029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic & Diluted Loss Per Share Attributable to Common Stockholders |
$ |
|
(3.26 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
(2.98 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Generation Income Properties, Inc. |
|
Pro Forma Consolidated Statement of Operations |
|
For the Six Months Ended June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7-Eleven |
|
|
GSA MHSA |
|
|
Fresenius |
|
|
Dollar General |
|
|
|
|
|
|
Historical |
|
|
Washington, DC |
|
|
Vacaville, CA |
|
|
Chicago, IL |
|
|
6 Property Portfolio |
|
|
Pro Forma |
|
|
(unaudited) |
|
|
(e), (f), (g) |
|
|
(c) |
|
|
(c), (d) |
|
|
(c), (d) |
|
|
(unaudited) |
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental income |
$ |
|
4,793,202 |
|
|
$ |
|
- |
|
|
$ |
|
(84,039 |
) |
|
$ |
|
(124,051 |
) |
|
$ |
|
(320,865 |
) |
|
$ |
|
4,264,247 |
|
Other income |
|
|
20,663 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
(2,557 |
) |
|
|
|
- |
|
|
|
|
18,106 |
|
Total revenue |
$ |
|
4,813,865 |
|
|
$ |
|
|
|
$ |
|
(84,039 |
) |
|
$ |
|
(126,608 |
) |
|
$ |
|
(320,865 |
) |
|
$ |
|
4,282,353 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expense |
$ |
|
1,058,271 |
|
|
$ |
|
- |
|
|
$ |
|
(793 |
) |
|
$ |
|
(684 |
) |
|
$ |
|
(5,620 |
) |
|
$ |
|
1,051,174 |
|
Building expenses |
|
|
1,339,343 |
|
|
|
|
- |
|
|
|
|
(100,809 |
) |
|
|
|
(17,333 |
) |
|
|
|
(56,879 |
) |
|
|
|
1,164,322 |
|
Depreciation and amortization |
|
|
2,557,342 |
|
|
|
|
- |
|
|
|
|
(110,271 |
) |
|
|
|
(89,191 |
) |
|
|
|
(181,379 |
) |
|
|
|
2,176,501 |
|
Interest expense, net |
|
|
3,267,018 |
|
|
|
|
- |
|
|
|
|
(54,101 |
) |
|
|
|
(38,123 |
) |
|
|
|
(149,499 |
) |
|
|
|
3,025,295 |
|
Compensation Costs |
|
|
440,687 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
440,687 |
|
Total expenses |
$ |
|
8,662,661 |
|
|
$ |
|
- |
|
|
$ |
|
(265,974 |
) |
|
$ |
|
(145,331 |
) |
|
$ |
|
(393,377 |
) |
|
$ |
|
7,857,979 |
|
Operating (loss) income |
|
|
(3,848,796 |
) |
|
|
|
- |
|
|
|
|
181,935 |
|
|
|
|
18,723 |
|
|
|
|
72,512 |
|
|
|
|
(3,575,626 |
) |
Other expense |
|
|
(286 |
) |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
(286 |
) |
Gain on derivative valuation |
|
|
(415,825 |
) |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
(415,825 |
) |
Dead deal expense |
|
|
(27,894 |
) |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(27,894 |
) |
Loss on held for sale asset valuation |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
Loss on extinguishment of debt |
|
|
(926,398 |
) |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
(926,398 |
) |
Gain (loss) on sale of property |
|
|
(44,782 |
) |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
(44,782 |
) |
Net (loss) income |
$ |
|
(5,263,981 |
) |
|
$ |
|
- |
|
|
$ |
|
181,935 |
|
|
$ |
|
18,723 |
|
|
$ |
|
72,512 |
|
|
$ |
|
(4,990,811 |
) |
Less: Net income attributable to non-controlling interests |
|
|
1,890,506 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
1,890,506 |
|
Net (loss) income attributable to Generation Income Properties, Inc. |
$ |
|
(7,154,487 |
) |
|
$ |
|
- |
|
|
$ |
|
181,935 |
|
|
$ |
|
18,723 |
|
|
$ |
|
72,512 |
|
|
$ |
|
(6,881,317 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Weighted Average Shares of Common Stock Outstanding - Basic & Diluted |
|
|
544,319 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
544,319 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic & Diluted Loss Per Share Attributable to Common Stockholders |
$ |
|
(13.14 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
(12.64 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Generation Income Properties, Inc. |
|
Pro Forma Consolidated Statement of Operations |
|
For the Year Ended December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Historical |
|
|
7-Eleven |
|
|
GSA MHSA |
|
|
Fresenius |
|
|
Dollar General |
|
|
Pro Forma |
|
|
(unaudited) |
|
|
Washington, DC |
|
|
Vacaville, CA |
|
|
Chicago, IL |
|
|
6 Property Portfolio |
|
|
(unaudited) |
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental income |
$ |
|
9,698,991 |
|
|
$ |
|
- |
|
|
$ |
|
(243,536 |
) |
|
$ |
|
(247,572 |
) |
|
$ |
|
(646,420 |
) |
|
$ |
|
8,561,463 |
|
Other income |
|
|
40,951 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
40,951 |
|
Total revenue |
$ |
|
9,739,942 |
|
|
$ |
|
- |
|
|
$ |
|
(243,536 |
) |
|
$ |
|
(247,572 |
) |
|
$ |
|
(646,420 |
) |
|
$ |
|
8,602,414 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expense |
$ |
|
2,191,051 |
|
|
$ |
|
- |
|
|
$ |
|
(5,255 |
) |
|
$ |
|
(1,581 |
) |
|
$ |
|
(10,708 |
) |
|
$ |
|
2,173,507 |
|
Building expenses |
|
|
2,529,527 |
|
|
|
|
- |
|
|
|
|
(216,148 |
) |
|
|
|
(22,816 |
) |
|
|
|
(124,709 |
) |
|
|
|
2,165,854 |
|
Depreciation and amortization |
|
|
4,995,717 |
|
|
|
|
- |
|
|
|
|
(220,541 |
) |
|
|
|
(178,381 |
) |
|
|
|
(362,758 |
) |
|
|
|
4,234,037 |
|
Interest expense, net |
|
|
5,771,280 |
|
|
|
|
- |
|
|
|
|
(108,608 |
) |
|
|
|
(75,345 |
) |
|
|
|
(300,118 |
) |
|
|
|
5,287,209 |
|
Compensation Costs |
|
|
1,240,282 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
1,240,282 |
|
Total expenses |
$ |
|
16,727,857 |
|
|
$ |
|
- |
|
|
$ |
|
(550,552 |
) |
|
$ |
|
(278,123 |
) |
|
$ |
|
(798,293 |
) |
|
$ |
|
15,100,889 |
|
Operating (loss) income |
|
|
(6,987,915 |
) |
|
|
|
- |
|
|
|
|
307,016 |
|
|
|
|
30,551 |
|
|
|
|
151,873 |
|
|
|
|
(6,498,475 |
) |
Other expense |
|
|
(287 |
) |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
(287 |
) |
Loss on derivative valuation |
|
|
(335,344 |
) |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
(335,344 |
) |
Dead deal expense |
|
|
(75,502 |
) |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
47,608 |
|
|
|
|
- |
|
|
|
|
(27,894 |
) |
Loss on extinguishment of debt |
|
|
(926,398 |
) |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
(926,398 |
) |
Gain on sale of property |
|
|
1,936,446 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
1,936,446 |
|
Net (loss) income |
$ |
|
(6,389,000 |
) |
|
$ |
|
- |
|
|
$ |
|
307,016 |
|
|
$ |
|
78,159 |
|
|
$ |
|
151,873 |
|
|
$ |
|
(5,851,952 |
) |
Less: Net income attributable to non-controlling interests |
|
|
3,951,904 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
3,951,904 |
|
Net (loss) income attributable to Generation income Properties, Inc. |
$ |
|
(10,340,904 |
) |
|
$ |
|
- |
|
|
$ |
|
307,016 |
|
|
$ |
|
78,159 |
|
|
$ |
|
151,873 |
|
|
$ |
|
(9,803,856 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Weighted Average Shares of Common Stock Outstanding - Basic & Diluted |
|
|
516,588 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
516,588 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic & Diluted Loss Per Share Attributable to Common Stockholders |
$ |
|
(20.02 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
(19.42 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Generation Income Properties Inc.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
Note 1 – Basis of Presentation
The unaudited pro forma condensed consolidated financial statements are presented in accordance with Article 11 of Regulation S-X and give effect to the following transactions (collectively, the "Transactions"):
•the reacquisition of GIPDC 3707 14th St. LLC (the "DC Entity"), the entity owning the single-tenant net-leased property occupied by 7-Eleven and located at 3707 14th Street, N.W., Washington, D.C. (the "DC Property"), completed on June 16, 2026 (the "Reacquisition");
•the disposition of a portfolio of six Dollar General-occupied net lease retail properties located in Big Spring, Texas; Mount Gilead, Ohio; East Wilton, Maine; Thompsontown, Pennsylvania; Castalia, Ohio; and Lakeside, Ohio (collectively, the "Dollar General Properties"), completed on August 21, 2026 (the "Dollar General Disposition");
•the disposition of a Fresenius-occupied single-tenant net-leased medical property located at 3134 West 76th Street, Chicago, Illinois (the "Fresenius Property"), completed on August 21, 2026 (the "Fresenius Disposition"); and
•the disposition of a single-tenant net-leased property occupied by the United States of America, located at 991 Nut Tree Road, Vacaville, California (the "Vacaville Property"), completed on July 15, 2026 (the "Vacaville Disposition").
The unaudited pro forma condensed consolidated balance sheet as of June 30, 2026 gives effect to the Dollar General Disposition, the Fresenius Disposition, and the Vacaville Disposition as if each had occurred on that date. No adjustment is presented for the Reacquisition, as it is already reflected in the Company's historical balance sheet as of June 30, 2026.
The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2025 and the six months ended June 30, 2026 give effect to each of the Transactions as if it had occurred at the beginning of the respective period presented. No adjustment is required with respect to the Reacquisition for the year ended December 31, 2025, as the DC Entity was consolidated by the Company for the entirety of that period.
The unaudited pro forma condensed consolidated financial information is based on the Company's historical consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2025 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. The pro forma adjustments are directly attributable to the Transactions, factually supportable, and based on assumptions management believes are reasonable. Adjustments related to the dispositions are expected to have a continuing impact on the Company's results of operations; the Reacquisition-related adjustments in Note 2 relate to a discrete historical period and are not expected to recur.
This information is presented for illustrative purposes only, does not purport to represent what the Company's financial position or results of operations would have been had the Transactions occurred on the dates indicated, and is not indicative of future results. It should be read together with the accompanying notes and the Company's historical consolidated financial statements incorporated by reference herein.
Note 2 – Pro Forma Adjustments
Dollar General Disposition, Fresenius Disposition, and Vacaville Disposition
(a) Removal of Net Real Estate Assets and Related Equity Impact
Represents the removal of the historical carrying values of the Dollar General Properties, the Fresenius Property, and the Vacaville Property, including land, buildings and improvements, tenant improvements, and accumulated depreciation, from the unaudited pro forma condensed consolidated balance sheet. The resulting difference between the net book value and the estimated net proceeds from each disposition is reflected as an adjustment to retained earnings within stockholders' equity.
(b) Removal of Property-Level Indebtedness
Represents the removal of the mortgage debt secured by the Dollar General Properties and the Fresenius Property, which was repaid in connection with the applicable disposition, including the elimination of any unamortized deferred financing costs associated with such debt. No adjustment is presented with respect to the Vacaville Property, as the portion of cross-collateralized mortgage debt allocated to the Vacaville Property was not repaid in connection with the Vacaville Disposition, but was instead reallocated among the Company's other properties securing such debt.
(c) Removal of Historical Operating Results
Represents the elimination of rental revenues, property operating expenses, and depreciation and amortization associated with the Dollar General Properties, the Fresenius Property, and the Vacaville Property for the periods presented, as the pro forma financial statements assume each disposition occurred at the beginning of the respective period presented.
(d) Removal of Interest Expense Associated with Property-Level Debt
Represents the elimination of interest expense associated with the mortgage debt secured by the Dollar General Properties and the
Fresenius Property for the periods presented, as such debt was repaid in connection with the applicable disposition. No adjustment is presented with respect to interest expense associated with the Vacaville Property, as the underlying mortgage debt remains outstanding and continues to be serviced by the Company following the Vacaville Disposition.
Reacquisition
(e) Inclusion of Historical Operating Results During the Deconsolidation Period
Represents the inclusion of rental revenues, property operating expenses, and depreciation and amortization associated with the DC Property for the period from March 3, 2026 through June 16, 2026, during which the DC Entity was deconsolidated, as the pro forma financial statements assume the Reacquisition occurred on January 1, 2026.
(f) Inclusion of Interest Expense Associated with Property-Level Debt
Represents the inclusion of interest expense associated with the mortgage debt secured by the DC Property, held by Valley National Bank, for the period from March 3, 2026 through June 16, 2026, during which such debt remained an obligation of the DC Entity but was not consolidated by the Company.
(g) Elimination of Loss on Transfer of LLC Interests
Represents the elimination of the $185,069 loss on transfer of LLC interests, in satisfaction of debt, recognized by the Company during the six months ended June 30, 2026 in connection with the March 3, 2026 transfer of the DC Entity, as the pro forma financial statements assume the Reacquisition occurred on January 1, 2026 and the transfer giving rise to such loss did not occur.
