gipr-ex995

The accompanying unaudited pro forma consolidated financial statements have been derived from our historical consolidated financial statements as presented in the Company’s Form 10-K as of December 31, 2021. The unaudited pro forma consolidated balance sheet as of December 31, 2021, is presented to reflect pro forma adjustments as if the Company’s acquisition on January 7, 2022, of the Illinois Property was acquired on December 31, 2021. The Pro Forma Adjustments Illinois Property column represents the fair value purchase price allocation of the assets acquired, including acquisition costs, in connection with the acquisition of the Illinois Property. The unaudited pro forma consolidated statements of operations for the twelve months ended December 31, 2021, are presented as if the acquisitions of the Colorado Property and Illinois Property on December 28, 2021, and January 7, 2022, respectively, were completed on January 1, 2021. Pro forma adjustments include only adjustments that give effect to events that are (1) directly attributable to the transaction and (2) factually supportable regardless of whether they have a continuing impact or are nonrecurring.

The following unaudited pro forma consolidated financial statements should be read in conjunction with our historical audited consolidated financial statements as of December 31, 2021, the “Cautionary Note Regarding Forward-Looking Statements” contained in those filings, and the “Risk Factors” sections contained in those filings.

We have based the unaudited pro forma adjustments on available information and assumptions that we believe are reasonable. The following unaudited pro forma consolidated financial statements are presented for informational purposes only and are not necessarily indicative of what our actual consolidated financial position would have been as of December 31, 2021 assuming the transactions and adjustments reflected therein had been consummated on December 31, 2021 and what our actual consolidated results of operations would have been for the twelve months ended December 31, 2021 assuming the transactions and adjustments reflected therein had been completed on December 31, 2021, and additionally are not indicative of our consolidated future financial condition, results of operations, or cash flows, and should not be viewed as indicative of our future consolidated financial condition, results of operations, or cash flows.

	Historical			Pro Forma Adjustments Illinois Property			Pro Forma
Assets

Investment in real estate
Property	$	41,025,309		$	2,885,732		$	43,911,041
Tenant improvements		482,701			55,041			537,742
Acquired lease intangible assets		3,304,014			276,013			3,580,027
Less accumulated depreciation and amortization		(3,512,343	)		-			(3,512,343	)
Total investments		41,299,681			3,216,786			44,516,467
Investment in tenancy-in-common		725,082			-			725,082
Cash and cash equivalents		10,589,576			(1,646,922	)		8,942,654
Restricted cash		34,500			-			34,500
Deferred rent asset		156,842			-			156,842
Prepaid expenses		237,592			-			237,592
Deferred financing costs		-						-
Accounts receivable		88,661			-			88,661
Escrow deposit and other assets		288,782			-			288,782
Total Assets	$	53,420,716		$	1,569,864		$	54,990,580


Liabilities and Stockholders' Equity

Liabilities
Accounts payable	$	201,627		$	-			201,627
Accounts payable - related party		100			-			100
Accrued expenses		134,816			-			134,816
Acquired lease intangible liability, net		577,388			19,864			597,252
Insurance payable		33,359			-			33,359
Deferred rent liability		228,938			-			228,938
Mortgage loans, net of unamortized discount		28,969,295			1,550,000			30,519,295
Total liabilities		30,145,523			1,569,864			31,715,387

Redeemable Non-Controlling Interest		9,621,159			-			9,621,159

Stockholders' Equity
Common stock, $0.01 par value, 100,000,000 shares authorized; 2,172,950 shares issued and outstanding		21,729			-			21,729
Additional paid-in capital		19,051,929						19,051,929
Accumulated deficit		(5,419,624	)		-			(5,419,624	)
Total Generation Income Properties, Inc. stockholders' equity		13,654,034			-			13,654,034

Total Liabilities and Stockholders' Equity	$	53,420,716		$	1,569,864		$	54,990,580

The accompanying notes are an integral part of this unaudited pro forma consolidated financial statement.

	Historical			Pro Forma Adjustments Colorado Property		Pro Forma Adjustments Illinois Property			Pro Forma
Revenue
Rental income	$	3,854,846		$	427,921	$	289,751		$	4,572,518
Other Income		45,250			-		-			45,250
Total revenue		3,900,096			427,921		289,751			4,617,768

Expenses
General, administrative and organizational costs		1,111,029			-		-			1,111,029
Building expenses		768,182			57,637		67,019			892,838
Depreciation and amortization		1,508,340			98,693		176,660			1,783,693
Interest expense, net		1,310,950			91,270		61,778			1,463,998
Compensation costs		849,701								849,701
Total expenses		5,548,202			247,600		305,457			6,101,259
Operating income (loss)		(1,648,106	)		180,321		(15,706	)		(1,483,491	)
Gain on investment in tenancy-in-common		12,495			-		-			12,495
Gain on disposal of property		923,178			-		-			923,178
Net Income (loss)	$	(712,433	)	$	180,321	$	(15,706	)	$	(547,818	)

Less: Net income attributable to non-controlling interest		530,049			-		-			530,049
Net Income (loss) attributable to Generation Income Properties, Inc.	$	(1,242,482	)	$	180,321	$	(15,706	)	$	(1,077,867	)

Total Weighted Average Shares of Common Stock Outstanding – Basic		1,067,599								1,067,599
Total Weighted Average Shares of Common Stock Outstanding – Diluted		1,067,599								1,067,599
Basic Loss Per Share Attributable to Common Stockholder	$	(1.16	)						$	(1.01	)
Diluted Loss Per Share Attributable to Common Stockholder	$	(1.16	)						$	(1.01	)

The accompanying notes are an integral part of this unaudited pro forma consolidated financial statement.

Pro Forma Statement of Taxable Operating Results and Cash to be Made Available by Operations

The following represents an estimate of the taxable operating results and cash to be made available by operations of the Company based upon the unaudited pro forma consolidated statement of operations for the year ended December 31, 2021. These estimated results do not purport to represent the results of operations for the Company in the future and were prepared based on the assumptions outlined in the unaudited pro forma consolidated statement of operations, which should be read in conjunction with this statement.

The accompanying notes are an integral part of this unaudited pro forma consolidated financial statement.

Net loss attributable to common stockholders	(1,077,867	)
Net book depreciation and amortization in excess of tax depreciation and amortization	390,569
Estimated taxable operating loss	(687,298	)

Adjustments:
Depreciation and amortization	1,783,693
Amortization of debt issuance costs	146,641
Amortization of below market leases	(167,092	)
Common stock issued for services	112,432
Restricted stock unit compensation	201,690
Equity in earnings on investment in tenancy-in-common	(12,495	)
Gain on sale of property	(923,178	)
Net book depreciation and amortization in excess of tax depreciation and amortization	(390,569	)
Estimated cash to be made available from operations	63,824