Exhibit 99.1
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 disposition of a Dollar Tree-occupied single-tenant net-leased retail property completed on April 17, 2026 (the “Disposition”). The Company, through its indirect wholly owned subsidiary GIPGA 2383 Lake Harbin Road, LLC, sold the property located at 2383 Lake Harbin Road, Morrow, Georgia to Vanguard Asset Holdings, LLC, Series 102, for a purchase price of $1,458,000, resulting in net proceeds to the Company of $639,152 after customary prorations and adjustments.
The unaudited pro forma condensed consolidated balance sheet as of March 31, 2026 gives effect to the Disposition as if it had occurred on March 31, 2026. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2025 and for the three months ended March 31, 2026 give effect to the Disposition as if it had occurred on January 1, 2025.
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 March 31, 2026.
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; and
•removal of the related real estate assets and liabilities in the pro forma balance sheet.
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 herein.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Generation Income Properties, Inc. |
|
Pro Forma Consolidated Statement of Operations |
|
For the Year Ended December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Historical |
|
|
Dollar Tree |
|
|
Pro Forma |
|
|
(unaudited) |
|
|
Morrow, GA |
|
|
(unaudited) |
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
Rental income |
$ |
|
9,698,991 |
|
|
$ |
|
(130,234 |
) |
|
$ |
|
9,568,757 |
|
Other income |
|
|
40,951 |
|
|
|
|
- |
|
|
|
|
40,951 |
|
Total revenue |
$ |
|
9,739,942 |
|
|
$ |
|
(130,234 |
) |
|
$ |
|
9,609,708 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
General and administrative expense |
$ |
|
2,191,051 |
|
|
$ |
|
(1,584 |
) |
|
$ |
|
2,189,467 |
|
Building expenses |
|
|
2,529,527 |
|
|
|
|
(37,518 |
) |
|
|
|
2,492,009 |
|
Depreciation and amortization |
|
|
4,995,717 |
|
|
|
|
(97,311 |
) |
|
|
|
4,898,406 |
|
Interest expense, net |
|
|
5,771,280 |
|
|
|
|
(54,342 |
) |
|
|
|
5,716,938 |
|
Compensation Costs |
|
|
1,240,282 |
|
|
|
|
- |
|
|
|
|
1,240,282 |
|
Total expenses |
$ |
|
16,727,857 |
|
|
$ |
|
(190,755 |
) |
|
$ |
|
16,537,102 |
|
Operating (loss) income |
|
|
(6,987,915 |
) |
|
|
|
60,521 |
|
|
|
|
(6,927,394 |
) |
Other expense |
|
|
(287 |
) |
|
|
|
- |
|
|
|
|
(287 |
) |
Loss on derivative valuation |
|
|
(335,344 |
) |
|
|
|
- |
|
|
|
|
(335,344 |
) |
Dead deal expense |
|
|
(75,502 |
) |
|
|
|
- |
|
|
|
|
(75,502 |
) |
Loss on extinguishment of debt |
|
|
(926,398 |
) |
|
|
|
|
|
|
|
|
Gain on sale of property |
|
|
1,936,446 |
|
|
|
|
|
|
|
|
|
Net loss |
$ |
|
(6,389,000 |
) |
|
$ |
|
60,521 |
|
|
$ |
|
(6,328,479 |
) |
Less: Net income attributable to non-controlling interests |
|
|
3,951,904 |
|
|
|
|
- |
|
|
|
|
3,951,904 |
|
Net loss attributable to Generation income Properties, Inc. |
$ |
|
(10,340,904 |
) |
|
$ |
|
60,521 |
|
|
$ |
|
(10,280,383 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Total Weighted Average Shares of Common Stock Outstanding - Basic & Diluted |
|
|
5,165,879 |
|
|
|
|
|
|
|
|
5,165,879 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic & Diluted Loss Per Share Attributable to Common Stockholders |
$ |
|
(2.00 |
) |
|
|
|
|
|
$ |
|
(1.99 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
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 disposition of a single-tenant net-leased property completed on April 17, 2026 (the “Disposition”), as described in the accompanying Overview of Unaudited Pro Forma Condensed Consolidated Financial Information.
The unaudited pro forma condensed consolidated balance sheet as of March 31, 2026 is presented as if the Disposition occurred on that date. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2025 and for the three months ended March 31, 2026 are presented as if the Disposition occurred on January 1, 2025.
The pro forma adjustments are based on currently available information and assumptions that management believes are reasonable.
The unaudited pro forma condensed consolidated financial statements are presented for informational purposes only and are not necessarily indicative of what the Company’s consolidated financial position or results of operations would have been had the
Disposition been completed on the dates assumed, nor are they necessarily indicative of future consolidated financial condition, results of operations, or cash flows.
Note 2 – Pro Forma Adjustments
The following pro forma adjustments are directly attributable to the Disposition and are factually supportable.
(a) Removal of Net Real Estate Assets and Related Equity Impact
Represents the removal of the historical carrying values of the disposed properties, including land, buildings and improvements, tenant improvements, and accumulated depreciation. The resulting difference between the net book value and the estimated sales proceeds, net of estimated closing costs and other transaction-related adjustments, is reflected as an adjustment to retained earnings within stockholders’ equity in the unaudited pro forma condensed consolidated balance sheet.
(b) Removal of Property-Level Indebtedness
Represents the removal of mortgage debt secured by the disposed properties that was repaid in connection with the Disposition, including the elimination of any unamortized deferred financing costs associated with the extinguished debt.
(c) Removal of Historical Operating Results
Represents the elimination of rental revenues, property operating expenses, and depreciation and amortization associated with the disposed properties for the periods presented, as the pro forma financial statements assume the Dispositions occurred on January 1, 2025.
(d) Removal of Interest Expense Associated with Property-Level Debt
Represents the elimination of interest expense associated with the mortgage debt secured by the disposed properties for the periods presented, as such debt was repaid in connection with the Disposition.
