A
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
Date of Report (Date of earliest event reported): October 31, 2025
GENERATION INCOME PROPERTIES, INC.
(Exact Name of Registrant as Specified in its Charter)
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Maryland |
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001-40771 |
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47-4427295 |
(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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401 East Jackson Street, Suite 3300 Tampa, Florida |
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33602 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (813)-448-1234
Not Applicable
(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 |
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 2.01 Completion of Acquisition or Disposition of Assets
Sale of Grand Junction, Colorado Property
On December 5, 2025, GIPCO 585 24 ½ Road, LLC, an indirect wholly owned subsidiary of Generation Income Properties, Inc. (the “Company”), completed the sale of its retail property located at 585 24 ½ Road in Grand Junction, Colorado (the “Grand Junction Property”), pursuant to that certain Purchase and Sale Agreement, dated as of October 23, 2025 (the “Grand Junction Purchase and Sale Agreement”), by and between GIPCO 585 24 ½ Road, LLC, as seller, and Realty Income Properties 26, LLC, as buyer. The Grand Junction Property was sold for a gross purchase price of $4,972,704 in cash, subject to customary prorations and adjustments.
At the time of sale, the Grand Junction Property was leased to Best Buy Stores, L.P. pursuant to a lease originally dated February 27, 2006, as amended, including by that certain Second Amendment to Lease dated August 18, 2025, which extended the lease term through March 31, 2032 and provides for two additional five-year renewal options through March 31, 2042.
Net sale proceeds from the disposition of the Grand Junction Property were used, among other things, to repay in full the outstanding mortgage loan secured by the property in the approximate amount of $2.4 million, together with related fees and expenses.
The foregoing description of the Grand Junction Purchase and Sale Agreement is qualified in its entirety by reference to the full text of the Grand Junction Purchase and Sale Agreement attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
Sale of Maitland, Florida Property
On December 15, 2025, GIPFL 2601 Westhall Lane, LLC, an indirect wholly owned subsidiary of the Company, completed the sale of its office property located at 2601 Westhall Lane in Maitland, Florida (the “Westhall Lane Property”), pursuant to that certain Purchase and Sale Agreement, dated as of October 31, 2025 (the “Purchase and Sale Agreement”), as amended by that certain First Amendment to Purchase and Sale Agreement dated December 11, 2025 (the “First Amendment” and together with the Purchase and Sale Agreement, the “Westhall Lane Purchase and Sale Agreement”), by and between GIPFL 2601 Westhall Lane, LLC, as seller, and Thompson, Inc., as buyer.
Pursuant to the First Amendment, the original purchase price of $6,850,000 was reduced by $148,000 in connection with certain elevator and restroom repair items identified during due diligence, resulting in a final purchase price of $6,702,000, subject to customary prorations and adjustments. In connection with the First Amendment, the buyer agreed to waive and release any related claims against the Company, and the Company agreed to convey its interest in a generator located on the property at closing.
At the time of sale, the Westhall Lane Property was leased to exp US Services, Inc., as successor in interest to X-nth, Inc., pursuant to an office lease originally dated November 15, 2002, as revised and amended from time to time, and guaranteed by exp Global, Inc.
Net sale proceeds from the disposition of the Westhall Lane Property were used, among other things, to repay in full the outstanding mortgage loan secured by the property in the approximate amount of $2.9 million, including fees associated with the amendment of an interest rate swap related to such loan.
The foregoing description of the Westhall Lane Purchase and Sale Agreement is qualified in its entirety by the full text of the Purchase and Sale Agreement and the First Amendment attached to this Current Report on Form 8-K as Exhibits 10.2 and 10.3, respectively, and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(b) Pro Forma Financial Information
The unaudited pro forma condensed consolidated financial information included in this Current Report on
Form 8-K presents the effects of the dispositions of (i) the property located in Grand Junction, Colorado, and (ii) the property located in Maitland, Florida (collectively, the “Dispositions”).
The unaudited pro forma condensed consolidated balance sheet as of September 30, 2025 gives effect to the Dispositions as if they had occurred on September 30, 2025. The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2025 and the year ended December 31, 2024 give effect to the Dispositions as if they occurred on January 1, 2024.
The unaudited pro forma condensed consolidated financial information is based on, and should be read in conjunction with, the Company’s historical consolidated financial statements and related notes included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2025 and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
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 Dispositions occurred on the dates indicated, nor does it purport to project the Company’s financial position or results of operations for any future period.
(d) Exhibits
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Exhibit No. |
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Description |
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10.1 |
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Purchase and Sale Agreement, entered into effective October 23, 2025, by and between GIPCO 585 24 ½ Road, LLC and Realty Income Properties 26, LLC. |
10.2 |
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Purchase and Sale Agreement, dated October 31, 2025, by and between GIPFL 2601 Westhall Lane, LLC and Thompson, Inc. |
10.3 |
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First Amendment to Purchase and Sale Agreement, dated December 11, 2025, by and between GIPFL 2601 Westhall Lane, LLC and Thompson, Inc. |
99.1 |
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Unaudited Pro Forma Condensed Consolidated Financial Information. |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Forward-Looking Statements
This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainty. Words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” and “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties. Such statements are based on management’s current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.
Investors are cautioned that there can be no assurance actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors. Please refer to the risks detailed from time to time in the reports we file with the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 28, 2025, and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, for additional factors that could cause actual results to differ materially from those stated or implied by such forward-looking statements. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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GENERATION INCOME PROPERTIES, INC. |
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Date: February 23, 2026 |
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By: |
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/s/ Ron Cook |
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Ron Cook |
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Principal Finance and Accounting Officer |
Exhibit 99.1
Generation Income Properties, Inc.
Unaudited Pro Forma Condensed
Consolidated Financial Information
The following unaudited pro forma condensed consolidated financial information of Generation Income Properties, Inc. (the “Company”) gives effect to the dispositions of the Company’s properties located in Grand Junction, Colorado and Maitland, Florida (collectively, the “Dispositions”), as described in the Company’s Current Report on Form 8-K to which this Exhibit 99.1 is attached.
The unaudited pro forma condensed consolidated balance sheet as of September 30, 2025 gives effect to the Dispositions as if they had occurred on September 30, 2025. The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2025 and for the year ended December 31, 2024 give effect to the Dispositions as if they had occurred on January 1, 2024.
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 Quarterly Report on Form 10-Q for the period ended September 30, 2025 and the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
The unaudited pro forma condensed consolidated financial information reflects adjustments that are directly attributable to the Dispositions and factually supportable. The adjustments reflected in the unaudited pro forma condensed consolidated statements of operations are also expected to have a continuing impact on the Company’s results of operations. The pro forma adjustments include, among other things:
• removal of revenues and expenses associated with the disposed properties;
• elimination of depreciation and amortization related to the disposed properties;
• repayment of property-level indebtedness secured by the disposed properties; and
• application of net disposition proceeds to obligations under the Company’s preferred equity arrangements, as required by the governing agreements related thereto.
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 Dispositions 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 here.
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Generation Income Properties, Inc. |
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Unaudited Pro Forma Condensed Consolidated Balance Sheet |
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As of September 30, 2025 |
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Historical |
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Grand Junction, CO |
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Maitland, FL |
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Pro Forma |
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(unaudited) |
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Sale |
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Sale |
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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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20,055,577 |
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$ |
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- |
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$ |
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- |
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$ |
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20,055,577 |
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Building and site improvements |
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67,133,859 |
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- |
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- |
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67,133,859 |
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Acquired tenant improvements |
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2,434,465 |
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- |
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- |
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2,434,465 |
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Acquired lease intangible assets |
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9,444,402 |
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- |
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- |
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9,444,402 |
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Less: accumulated depreciation and amortization |
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(14,065,544 |
) |
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- |
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- |
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(14,065,544 |
) |
Net real estate investments |
$ |
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85,002,759 |
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$ |
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- |
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$ |
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- |
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$ |
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85,002,759 |
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Cash and cash equivalents |
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247,288 |
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(343 |
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(259 |
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246,686 |
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Restricted cash |
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34,500 |
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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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382,377 |
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- |
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(2,624 |
) |
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379,753 |
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Prepaid expenses |
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362,681 |
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(6,411 |
) |
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(7,711 |
) |
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348,559 |
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Accounts receivable |
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6,144 |
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- |
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16,102 |
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22,246 |
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Escrow deposits and other assets |
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675,298 |
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(129,430 |
) |
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- |
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545,868 |
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Held for sale assets |
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10,726,355 |
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(4,402,689 |
) |
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(4,697,902 |
) |
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1,625,764 |
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Right-of-use asset, net |
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6,008,618 |
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- |
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- |
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6,008,618 |
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Total Assets |
$ |
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103,446,020 |
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$ |
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(4,538,873 |
) |
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$ |
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(4,692,394 |
) |
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$ |
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94,214,753 |
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Liabilities and Equity |
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Liabilities |
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Accounts payable |
$ |
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611,408 |
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$ |
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(311 |
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$ |
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(29,959 |
) |
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$ |
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581,138 |
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Accrued expenses |
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1,971,367 |
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(144,936 |
) |
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(88,820 |
) |
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1,737,611 |
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Accrued expense - related party |
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949,026 |
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- |
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- |
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|
949,026 |
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Acquired lease intangible liabilities, net |
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1,445,993 |
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- |
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- |
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1,445,993 |
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Insurance payable |
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128,838 |
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- |
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- |
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128,838 |
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Deferred rent liability |
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173,658 |
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- |
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- |
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173,658 |
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Lease liability, net |
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6,503,013 |
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- |
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- |
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6,503,013 |
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Loan payable - related party |
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7,614,689 |
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- |
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- |
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7,614,689 |
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Mortgage loans, net of unamortized debt issuance costs and debt discount |
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54,587,784 |
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(2,374,906 |
) |
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(2,831,425 |
) |
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49,381,453 |
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Derivative liabilities |
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534,198 |
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- |
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- |
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534,198 |
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Total liabilities |
$ |
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74,519,974 |
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$ |
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(2,520,153 |
) |
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$ |
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(2,950,205 |
) |
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$ |
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69,049,617 |
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Redeemable Non-Controlling Interests |
$ |
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32,459,949 |
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$ |
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(2,331,138 |
) |
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$ |
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(3,349,601 |
) |
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$ |
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26,779,209 |
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Stockholders' Equity |
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Common stock, $0.01 par value, 100,000,000 shares authorized; 5,443,188 shares issued and outstanding at September 31, 2025. |
$ |
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54,431 |
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$ |
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- |
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$ |
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- |
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|
$ |
|
54,431 |
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Additional paid-in capital |
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29,277,797 |
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- |
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- |
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29,277,797 |
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Accumulated deficit |
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(33,258,992 |
) |
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|
312,418 |
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|
1,607,412 |
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(31,339,162 |
) |
Total Generation Income Properties, Inc. Stockholders' Equity |
$ |
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(3,926,764 |
) |
|
$ |
|
312,418 |
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|
$ |
|
1,607,412 |
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|
$ |
|
(2,006,934 |
) |
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Non-Controlling Interest |
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392,861 |
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- |
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|
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|
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|
392,861 |
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Total equity |
$ |
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(3,533,903 |
) |
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$ |
|
312,418 |
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|
$ |
|
1,607,412 |
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$ |
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(1,614,073 |
) |
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Total Liabilities and Equity |
$ |
|
103,446,020 |
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|
$ |
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(4,538,873 |
) |
|
$ |
|
(4,692,394 |
) |
|
$ |
|
94,214,753 |
|
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Generation Income Properties, Inc. |
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Unaudited Pro Forma Condensed Consolidated Statement of Operations |
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For the Nine Months Ended September 30, 2025 |
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Historical |
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Grand Junction, CO |
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Maitland, FL |
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Pro Forma |
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(unaudited) |
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Sale |
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Sale |
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(unaudited) |
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Revenue |
|
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Rental income |
$ |
|
7,248,050 |
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|
$ |
|
(361,318 |
) |
|
$ |
|
(341,057 |
) |
|
$ |
|
6,545,675 |
|
Other income |
|
|
35,924 |
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|
|
|
- |
|
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|
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(180 |
) |
|
|
|
35,744 |
|
Total revenue |
$ |
|
7,283,974 |
|
|
$ |
|
(361,318 |
) |
|
$ |
|
(341,237 |
) |
|
$ |
|
6,581,419 |
|
|
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Expenses |
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General and administrative expense |
$ |
|
1,643,464 |
|
|
$ |
|
(1,220 |
) |
|
$ |
|
(2,158 |
) |
|
$ |
|
1,640,086 |
|
Building expenses |
|
|
1,975,060 |
|
|
|
|
(80,779 |
) |
|
|
|
(119,501 |
) |
|
|
|
1,774,780 |
|
Depreciation and amortization |
|
|
3,844,454 |
|
|
|
|
(75,067 |
) |
|
|
|
(354,762 |
) |
|
|
|
3,414,625 |
|
Interest expense, net |
|
|
4,429,454 |
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|
|
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(83,359 |
) |
|
|
|
(108,717 |
) |
|
|
|
4,237,378 |
|
Compensation Costs |
|
|
939,670 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
939,670 |
|
Total expenses |
$ |
|
12,832,102 |
|
|
$ |
|
(240,425 |
) |
|
$ |
|
(585,138 |
) |
|
$ |
|
12,006,539 |
|
Operating gain (loss) |
|
|
(5,548,128 |
) |
|
|
|
(120,893 |
) |
|
|
|
243,902 |
|
|
|
|
(5,425,120 |
) |
Other expense |
|
|
(286 |
) |
|
|
|
- |
|
|
|
|
(186 |
) |
|
|
|
(472 |
) |
Loss on derivative valuation |
|
|
(427,081 |
) |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
(427,081 |
) |
Dead deal expense |
|
|
(35,160 |
) |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
(35,160 |
) |
Loss on extinguishment of debt |
|
|
(926,398 |
) |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
(926,398 |
) |
Loss on sale of property |
|
|
(44,782 |
) |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
(44,782 |
) |
Net income (loss) |
$ |
|
(6,981,835 |
) |
|
$ |
|
(120,893 |
) |
|
$ |
|
243,716 |
|
|
$ |
|
(6,859,011 |
) |
Less: Net income attributable to non-controlling interests |
|
|
2,999,612 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
2,999,612 |
|
Net income (loss) attributable to Generation income Properties, Inc. |
$ |
|
(9,981,447 |
) |
|
$ |
|
(120,893 |
) |
|
$ |
|
243,716 |
|
|
$ |
|
(9,858,623 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Weighted Average Shares of Common Stock Outstanding - Basic & Diluted |
|
|
5,447,772 |
|
|
|
|
|
|
|
|
|
|
|
|
5,447,772 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic & Diluted Loss Per Share Attributable to Common Stockholders |
$ |
|
(1.83 |
) |
|
|
|
|
|
|
|
|
|
$ |
|
(1.81 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Generation Income Properties, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited Pro Forma Condensed Consolidated Statement of Operations |
|
For the Twelve Months Ended December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Historical |
|
|
Grand Junction, CO |
|
|
Maitland, FL |
|
|
Pro Forma |
|
|
(unaudited) |
|
|
Sale |
|
|
Sale |
|
|
(unaudited) |
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental income |
$ |
|
9,510,791 |
|
|
$ |
|
(476,394 |
) |
|
$ |
|
(813,718 |
) |
|
$ |
|
8,220,679 |
|
Other income |
|
|
251,845 |
|
|
|
|
- |
|
|
|
|
(360 |
) |
|
|
|
251,485 |
|
Total revenue |
$ |
|
9,762,636 |
|
|
$ |
|
(476,394 |
) |
|
$ |
|
(814,078 |
) |
|
$ |
|
8,472,164 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expense |
$ |
|
2,109,271 |
|
|
$ |
|
(1,206 |
) |
|
$ |
|
(1,145 |
) |
|
$ |
|
2,106,920 |
|
Building expenses |
|
|
2,673,624 |
|
|
|
|
(170,408 |
) |
|
|
|
(170,881 |
) |
|
|
|
2,332,335 |
|
Depreciation and amortization |
|
|
4,765,203 |
|
|
|
|
(100,090 |
) |
|
|
|
(472,832 |
) |
|
|
|
4,192,281 |
|
Interest expense, net |
|
|
4,286,546 |
|
|
|
|
(105,596 |
) |
|
|
|
(251,996 |
) |
|
|
|
3,928,954 |
|
Compensation Costs |
|
|
1,060,336 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
1,060,336 |
|
Total expenses |
$ |
|
14,894,980 |
|
|
$ |
|
(377,300 |
) |
|
$ |
|
(896,854 |
) |
|
$ |
|
13,620,826 |
|
Operating income (loss) |
|
|
(5,132,344 |
) |
|
|
|
(99,094 |
) |
|
|
|
82,776 |
|
|
|
|
(5,148,661 |
) |
Gain on derivative valuation |
|
|
372,573 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
372,573 |
|
Dead deal expense |
|
|
(35,873 |
) |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
(35,873 |
) |
Loss on held for sale asset valuation |
|
|
(77,244 |
) |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
(77,244 |
) |
Net income (loss) |
$ |
|
(4,872,888 |
) |
|
$ |
|
(99,094 |
) |
|
$ |
|
82,776 |
|
|
$ |
|
(4,889,205 |
) |
Less: Net income attributable to non-controlling interests |
|
|
3,476,599 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
3,476,599 |
|
Net income (loss) attributable to Generation income Properties, Inc. |
$ |
|
(8,349,487 |
) |
|
$ |
|
(99,094 |
) |
|
$ |
|
82,776 |
|
|
$ |
|
(8,365,804 |
) |
Less: Preferred stock dividends |
|
|
95,000 |
|
|
|
|
|
|
|
|
|
|
|
|
95,000 |
|
Net (income) loss attributable to common shareholders |
$ |
|
(8,444,487 |
) |
|
$ |
|
(99,094 |
) |
|
$ |
|
82,776 |
|
|
$ |
|
(8,460,804 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Weighted Average Shares of Common Stock Outstanding - Basic & Diluted |
|
|
5,443,188 |
|
|
|
|
|
|
|
|
|
|
|
|
5,443,188 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic & Diluted Loss Per Share Attributable to Common Stockholders |
$ |
|
(1.53 |
) |
|
|
|
|
|
|
|
|
|
$ |
|
(1.54 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Generation Income Properties, Inc.
Notes to Unaudited Pro Forma Condensed
Consolidated Financial Information
Note 1 – Basis of Presentation
The accompanying unaudited pro forma condensed consolidated financial information of Generation Income Properties, Inc. (the “Company”) reflects the dispositions of the Company’s properties located in Grand Junction, Colorado, and Maitland, Florida (collectively, the “Dispositions”).
The unaudited pro forma condensed consolidated balance sheet as of September 30, 2025 gives effect to the Dispositions as if they had occurred on September 30, 2025. The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2025 and for the year ended December 31, 2024 give effect to the Dispositions as if they had occurred on January 1, 2024.
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 Quarterly Report on Form 10-Q for the period ended September 30, 2025 and the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
The unaudited pro forma condensed consolidated financial information is presented 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 Dispositions occurred on the dates indicated, nor does it purport to project the Company’s financial position or results of operations for any future period.
Note 2 – Description of the Dispositions
Grand Junction Property
On December 5, 2025, the Company sold its retail property located in Grand Junction, Colorado for a gross purchase price of approximately $5.0 million, subject to customary closing adjustments.
Westhall Lane Property
On December 15, 2025, the Company sold its office property located in Maitland, Florida for a gross purchase price of approximately $6.7 million, subject to customary closing adjustments and credits related to repair items identified during due diligence.
Note 3 – Pro Forma Adjustments
The unaudited pro forma condensed consolidated financial information includes the following adjustments, which are directly attributable to the Dispositions, factually supportable, and, with respect to the statements of operations, expected to have a continuing impact on the Company’s financial position and results of operations.
(a) Removal of Operating Results of Disposed Properties
Reflects the elimination of rental revenues, property operating expenses, and other income and expenses associated with the disposed properties for the applicable periods presented, as if the Dispositions had occurred on January 1, 2024.
(b) Elimination of Depreciation and Amortization
Reflects the elimination of depreciation and amortization related to buildings, improvements, and lease-related intangible assets associated with the disposed properties for the applicable periods presented, as if the Dispositions had occurred on January 1, 2024.
(c) Repayment of Property-Level Debt
Reflects the repayment of mortgage loans secured by the disposed properties, including the elimination of related interest expense and amortization of deferred financing costs for the periods presented, as if such repayment had occurred on January 1, 2024.
(d) Application of Net Disposition Proceeds
Reflects the application of net proceeds from the Dispositions, after repayment of property-level indebtedness and transaction costs, to obligations under the Company’s preferred equity investment arrangements, as if such application had occurred on September 30, 2025 for balance sheet purposes. Pursuant to the governing agreements related thereto, distributions from capital transactions are required to be applied to satisfy accrued preferred return and related make-whole obligations prior to any distribution of proceeds to common equity holders.
(e) Transaction Costs
Transaction costs directly attributable to the Dispositions are reflected in the pro forma balance sheet as if incurred on September 30, 2025. Transaction costs are not reflected in the pro forma statements of operations as such costs are nonrecurring in nature and not expected to have a continuing impact.
Note 4 – Assumptions and Limitations
The pro forma adjustments are based upon currently available information and certain assumptions that management believes are reasonable under the circumstances. The actual results of the Dispositions may differ materially from the pro forma amounts presented.
