gipr-ex993_12.htm

The accompanying unaudited pro forma consolidated financial statements have been derived from our historical consolidated financial statements. 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 March 9, 2022 of the Arizona Property was acquired on December 31, 2021.

The Previously Disclosed Acquisitions column represents the fair value purchase price allocations of the assets acquired, including acquisition costs, in connection with the previously disclosed acquisitions of the following:

The Arizona Property column represents the fair value purchase price allocation of the assets acquired, including acquisition costs, in connection with the acquisition of the Arizona Property.

The unaudited pro forma consolidated statements of operations for the twelve months ended December 31, 2021, are presented as if the acquisition of the Arizona Property on March 9, 2022 was completed on January 1, 2021.

The Previously Disclosed Acquisitions column represents unaudited pro forma consolidated statements of operations for the twelve months ended December 31, 2021, are presented as if the acquisition of the Illinois Property, the Florida Property, and the following as if the acquisitions 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 transaction 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 transaction 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			Previously Disclosed Acquisitions			Pro Forma Adjustments Arizona Property			Pro Forma
Assets

Investment in real estate
Property	$	41,025,309		$	5,029,853		$	6,153,408		$	52,208,570
Tenant improvements		482,701			75,545			349,136			907,382
Acquired lease intangible assets		3,304,014			388,843			981,203			4,674,060
Less accumulated depreciation and amortization		(3,512,343	)		-			-			(3,512,343	)
Total investments		41,299,681			5,494,241			7,483,747			54,277,669
Investment in tenancy-in-common		725,082			-			-			725,082
Cash and cash equivalents		10,589,576			(1,751,310	)		(3,701,748	)		5,136,518
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
Right of use asset		-			-			6,304,334			6,304,334
Total Assets	$	53,420,716		$	3,742,931		$	10,086,333		$	67,249,980


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			33,361			131,999			742,748
Insurance payable		33,359			-			-			33,359
Deferred rent liability		228,938			-			-			228,938
Right of use liability		-			-			6,304,334			6,304,334
Mortgage loans, net of unamortized discount		28,969,295			2,600,000			3,650,000			35,219,295
Total liabilities		30,145,523			2,633,361			10,086,333			42,865,217

Redeemable Non-Controlling Interest		9,621,159			1,109,570			-			10,730,729

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		$	3,742,931		$	10,086,333		$	67,249,980

	Historical			Previously Disclosed Acquisitions		Pro Forma Adjustments Arizona Property			Pro Forma
Revenue
Rental income	$	3,854,846		$	869,611	$	855,160		$	5,579,617
Other Income		45,250			-		-			45,250
Total revenue		3,900,096			869,611		855,160			5,624,867

Expenses
General, administrative and organizational costs		1,111,029			-		95			1,111,124
Building expenses		768,182			128,600		338,193			1,234,975
Depreciation and amortization		1,508,340			347,059		641,175			2,496,574
Interest expense, net		1,310,950			195,891		131,591			1,638,432
Compensation costs		849,701			-					849,701
Total expenses		5,548,202			671,550		1,111,054			7,330,806
Operating income (loss)		(1,648,106	)		198,061		(255,894	)		(1,705,939	)
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	)	$	198,061	$	(255,894	)	$	(770,266	)

Less: Net income attributable to non-controlling interest		530,049			-		-			530,049
Net Income (loss) attributable to Generation Income Properties, Inc.	$	(1,242,482	)	$	198,061	$	(255,894	)	$	(1,300,315	)

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	)	$	-	$	-		$	(1.22	)
Diluted Loss Per Share Attributable to Common Stockholder	$	(1.16	)	$	-	$	-		$	(1.22	)

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.

Net loss attributable to common stockholders	(1,300,315	)
Net book depreciation and amortization in excess of tax depreciation and amortization	941,555
Estimated taxable operating loss	(358,760	)

Adjustments:
Depreciation and amortization	2,496,574
Amortization of debt issuance costs	164,125
Amortization of below market leases	(158,191	)
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	(941,555	)
Estimated cash to be made available from operations	580,642