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EX-99.1 - FORM OF LETTER TO THE COMPANY'S STOCKHOLDERS - Global Income Trust, Inc. | d107091dex991.htm |
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): December 11, 2015
Global Income Trust, Inc.
(Exact name of registrant as specified in its charter)
Maryland | 000-54684 | 26-4386951 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification no.) |
450 South Orange Avenue
Orlando, Florida 32801
(Address of principal executive offices)
Registrants telephone number, including area code: (407) 650-1000
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)) |
Item 2.01 | Completion of Acquisition or Disposition of Assets. |
As previously reported in a Current Report on Form 8-K filed on August 11, 2015, Global Income Trust, Inc., through various operating subsidiaries (collectively, the Company), entered into an agreement on August 10, 2015 (the Purchase and Sale Agreement) with Griffin Capital Corporation, a non-affiliated third party (the Buyer), for the sale to the Buyer or its affiliates of the then three remaining properties in the Companys real estate portfolio (the Properties) for an aggregate sale price of approximately $93.7 million in cash, less the loans encumbering the properties, which were to be assumed by the Buyer at closing (the Sale).
On December 10, 2015, at a special meeting of stockholders of the Company at which a quorum was present, the stockholders approved the Sale and a plan that contemplates the complete liquidation and dissolution of the Company following the Sale (the Plan of Dissolution). On December 11, 2015, the Company and the Buyer consummated the Sale, which resulted in net cash proceeds to the Company of approximately $38.6 million. At the closing, the Buyer assigned all of its interest in the Properties to Griffin Capital Essential Asset REIT, Inc., a public non-traded real estate investment trust sponsored by the Buyer.
Pursuant to the Plan of Dissolution, the Company will distribute to stockholders the net proceeds from the Sale, along with all other cash on hand after the disposition of remaining assets held by the Company and the payment of all liabilities. In addition, CNL Global Income Advisors, LLC, the Companys advisor and an affiliate of CNL Financial Group, LLC, the Companys sponsor, will make a direct payment to the stockholders in respect of previously paid reimbursements of certain organizational, offering and operating expenses (the Direct Payment). Stockholders will receive, including the Direct Payment, an aggregate of $7.01 for each outstanding share of the Companys common stock,which will be paid on or about December 31, 2015. The Company anticipates filing articles of dissolution, in accordance with the applicable provision of the Maryland General Corporation Law, prior to the end of 2015.
Item 8.01 | Other Events. |
On or about December 31, 2015, the Company will send a letter to its stockholders, substantially in the form filed herewith as Exhibit 99.1, together with the Companys payment of the final distribution and the Direct Payment from the Companys advisor.
Item 9.01 | Financial Statements and Exhibits. |
The following unaudited pro forma condensed consolidated balance sheet of the Company at September 30, 2015 illustrates the estimated effects of the Sale described in Item 2.01 above, as if the Sale had occurred on such date. The below unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2015 and for the years ended December 31, 2014, 2013 and 2012 (the Pro Forma Periods) include certain pro forma adjustments illustrating the estimated effects of the Sale, as if it had occurred prior to the first day of each of the Pro Forma Periods.
The unaudited pro forma condensed consolidated financial information below is presented for informational purposes only, does not purport to be indicative of the Companys financial results as if the Sale had occurred on the date indicated or been in effect during the Pro Forma Periods, and should be read in conjunction with the Companys financial statements as filed with the Securities and Exchange Commission on Form 10-Q for the nine months ended September 30, 2015 and on Form 10-K for the years ended December 31, 2014, 2013, and 2012.
(b) | Pro forma financial information. |
GLOBAL INCOME TRUST, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2015
Historical | Griffin Sale | Pro Forma | ||||||||||
September 30, | Pro Forma | September 30, | ||||||||||
2015 | Adjustments (a) | 2015 | ||||||||||
ASSETS | ||||||||||||
Real estate investment properties, net |
$ | 59,139,085 | $ | (59,139,085 | ) | $ | | |||||
Cash and cash equivalents |
14,538,220 | 38,642,914 | (b) | 53,181,134 | ||||||||
Lease intangibles, net |
10,888,807 | (10,888,807 | ) | | ||||||||
Restricted cash |
2,067,082 | (2,067,082 | ) | | ||||||||
Deferred rent |
1,769,263 | (1,769,263 | ) | | ||||||||
Other assets |
814,516 | (47,861 | ) | 766,655 | ||||||||
Loan costs, net |
367,449 | (367,449 | ) | | ||||||||
|
|
|
|
|
|
|||||||
Total Assets |
$ | 89,584,422 | $ | (35,636,633 | ) | $ | 53,947,789 | |||||
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|
|||||||
LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||||||
Mortgage notes payable |
$ | 55,039,590 | $ | (55,039,590 | ) | $ | | |||||
Accounts payable and accrued expenses |
1,062,480 | (559,016 | ) | 503,464 | ||||||||
Real estate taxes payable |
786,438 | (786,438 | ) | | ||||||||
Unearned rent |
669,259 | (669,259 | ) | | ||||||||
Due to related parties |
45,881 | | 45,881 | |||||||||
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|
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|
|
|||||||
Total Liabilities |
57,603,648 | (57,054,303 | ) | 549,345 | ||||||||
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|
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Commitments and contingencies |
||||||||||||
Stockholders equity: |
||||||||||||
Preferred stock, $0.01 par value per share, authorized and unissued 200,000,000 shares |
| | | |||||||||
Common stock, $0.01 par value per share, 1,120,000,000 shares authorized, 8,419,689 shares issued and 8,257,410 shares outstanding as of September 30, 2014 |
82,575 | | 82,575 | |||||||||
Capital in excess of par value |
70,070,012 | | 70,070,012 | |||||||||
Accumulated distributions |
(18,116,340 | ) | | (18,116,340 | ) | |||||||
Accumulated earnings (deficit) |
(20,054,587 | ) | 21,397,670 | (c) | 1,343,083 | |||||||
Accumulated other comprehensive loss |
(886 | ) | | (886 | ) | |||||||
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|
|||||||
Total stockholders equity |
31,980,774 | 21,397,670 | 53,378,444 | |||||||||
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Total Liabilities and Stockholders Equity |
$ | 89,584,422 | $ | (35,656,633 | ) | $ | 53,927,789 | |||||
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See accompanying notes to unaudited pro forma condensed consolidated financial statements.
2
GLOBAL INCOME TRUST PROPERTIES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015
Historical | Griffin Sale | Pro Forma | ||||||||||
September 30, | Pro Forma | September 30, | ||||||||||
2015 | Adjustments (a) | 2015 | ||||||||||
Revenues: |
||||||||||||
Rental income from operating leases |
$ | 7,055,117 | $ | (6,863,148 | ) | $ | 191,969 | |||||
Tenant reimbursement income |
1,005,607 | (1,000,925 | ) | 4,682 | ||||||||
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|
|
|||||||
Total revenues |
8,060,724 | (7,864,073 | ) | 196,651 | ||||||||
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|
|
|||||||
Expenses: |
||||||||||||
Property operating expenses |
2,043,055 | (2,036,847 | ) | 6,208 | ||||||||
General and administrative |
1,416,256 | | 1,416,256 | |||||||||
Property management fees |
227,892 | (224,695 | ) | 3,197 | ||||||||
Depreciation and amortization |
4,501,701 | (4,494,434 | ) | 7,267 | ||||||||
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Total expenses |
8,188,904 | (6,755,976 | ) | 1,432,928 | ||||||||
Operating loss |
(128,180 | ) | (1,108,097 | ) | (1,236,277 | ) | ||||||
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Other income (expense): |
||||||||||||
Interest and other income |
22,594 | | 22,594 | |||||||||
Interest expense and loan cost amortization |
(2,534,697 | ) | 2,534,697 | (c) | | |||||||
Gain on sale of fixed assets |
110,571 | | 110,571 | |||||||||
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Total other income (expense) |
(2,401,532 | ) | 2,534,697 | 133,165 | ||||||||
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Loss from continuing operations before income taxes |
(2,529,712 | ) | 1,426,600 | (1,103,112 | ) | |||||||
Income tax income (expense) |
(28,972 | ) | 29,572 | 600 | ||||||||
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Loss from continuing operations |
$ | (2,558,684 | ) | $ | 1,456,172 | $ | (1,102,512 | ) | ||||
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Loss per share of common stock (basic and diluted) |
$ | (0.31 | ) | $ | (0.13 | ) | ||||||
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Weighted average number of shares of common stock outstanding (basic and diluted) |
8,257,410 | 8,257,410 | ||||||||||
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|
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
3
GLOBAL INCOME TRUST, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2014
Historical | Griffin Sale | Pro Forma | ||||||||||
December 31, | Pro Forma | December 31, | ||||||||||
2014 | Adjustments (a) | 2014 | ||||||||||
Revenues: |
||||||||||||
Rental income from operating leases |
$ | 9,606,008 | $ | (9,184,239 | ) | $ | 421,769 | |||||
Tenant reimbursement income |
1,391,708 | (1,389,500 | ) | 2,208 | ||||||||
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Total revenues |
10,997,716 | (10,573,739 | ) | 423,977 | ||||||||
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Expenses: |
||||||||||||
Property operating expenses |
2,793,715 | (2,782,801 | ) | 10,914 | ||||||||
General and administrative |
1,229,520 | | 1,229,520 | |||||||||
Property management fees |
292,750 | (286,423 | ) | 6,327 | ||||||||
Impairment provision |
1,253,688 | | 1,253,688 | |||||||||
Depreciation and amortization |
6,214,317 | (5,979,876 | ) | 234,441 | ||||||||
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Total expenses |
11,783,990 | (9,049,100 | ) | 2,734,890 | ||||||||
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Operating income (loss) |
(786,274 | ) | (1,524,639 | ) | (2,310,913 | ) | ||||||
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Other income (expense): |
||||||||||||
Interest and other income |
(25,864 | ) | | (25,864 | ) | |||||||
Interest expense and loan cost amortization |
(3,467,071 | ) | 3,467,071 | (c) | | |||||||
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Total other expense |
(3,492,935 | ) | 3,467,071 | (25,864 | ) | |||||||
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Loss from continuing operations before income taxes |
(4,279,209 | ) | 1,942,432 | (2,336,777 | ) | |||||||
Income tax expense |
(56,517 | ) | 53,565 | (2,952 | ) | |||||||
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Loss from continuing operations |
$ | (4,335,726 | ) | $ | 1,995,997 | $ | (2,339,729 | ) | ||||
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Loss per share of common stock (basic and diluted) |
$ | (0.53 | ) | $ | (0.28 | ) | ||||||
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Weighted average number of shares of common stock outstanding (basic and diluted) |
8,257,410 | 8,257,410 | ||||||||||
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|
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
4
GLOBAL INCOME TRUST, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2013
Historical | Griffin Sale | Pro Forma | ||||||||||
December 31, | Pro Forma | December 31, | ||||||||||
2013 | Adjustments (a) | 2013 | ||||||||||
Revenues: |
||||||||||||
Rental income from operating leases |
$ | 9,973,130 | $ | (9,551,361 | ) | $ | 421,769 | |||||
Tenant reimbursement income |
1,259,906 | (1,249,141 | ) | 10,765 | ||||||||
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Total revenues |
11,233,036 | (10,800,502 | ) | 432,534 | ||||||||
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Expenses: |
||||||||||||
Property operating expenses |
2,622,543 | (2,610,706 | ) | 11,837 | ||||||||
General and administrative |
1,625,306 | | 1,625,306 | |||||||||
Acquistion fees and expenses |
204 | (204 | ) | | ||||||||
Asset management fees |
968,077 | (922,574 | ) (b) | 45,503 | ||||||||
Property management fees |
293,241 | (286,914 | ) | 6,327 | ||||||||
Adjustmnet to contingent purchase price consideration |
108,500 | (108,500 | ) | | ||||||||
Depreciation and amortization |
6,205,280 | (5,970,840 | ) | 234,440 | ||||||||
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Total expenses |
11,823,151 | (9,899,738 | ) | 1,923,413 | ||||||||
Expense support |
(1,526,334 | ) | 922,574 | (b) | (603,760 | ) | ||||||
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Net Expenses |
10,296,817 | (8,977,164 | ) | 1,319,653 | ||||||||
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Operating income (loss) |
936,219 | (1,823,338 | ) | (887,119 | ) | |||||||
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Other income (expense): |
||||||||||||
Interest and other income |
51,194 | | 51,194 | |||||||||
Interest expense and loan cost amortization |
(3,783,963 | ) | 3,778,036 | (c) | (5,927 | ) | ||||||
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Total other income (expense) |
(3,732,769 | ) | 3,778,036 | 45,267 | ||||||||
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Loss from continuing operations before income taxes |
(2,796,550 | ) | 1,954,698 | (841,852 | ) | |||||||
Income tax expense |
(55,723 | ) | 52,870 | (2,853 | ) | |||||||
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Loss from continuing operations |
$ | (2,852,273 | ) | $ | 2,007,568 | $ | (844,705 | ) | ||||
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Loss per share of common stock (basic and diluted) |
$ | (0.36 | ) | $ | (0.11 | ) | ||||||
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Weighted average number of shares of common stock outstanding (basic and diluted) |
7,931,165 | 7,931,165 | ||||||||||
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|
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
5
GLOBAL INCOME TRUST, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2012
Historical | Griffin Sale | Pro Forma | ||||||||||
December 31, | Pro Forma | December 31, | ||||||||||
2012 | Adjustments (a) | 2012 | ||||||||||
Revenues: |
||||||||||||
Rental income from operating leases |
$ | 7,107,385 | $ | (6,685,617 | ) | $ | 421,768 | |||||
Tenant reimbursement income |
1,238,796 | (1,224,069 | ) | 14,727 | ||||||||
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|||||||
Total revenues |
8,346,181 | (7,909,686 | ) | 436,495 | ||||||||
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Expenses: |
||||||||||||
Property operating expenses |
2,643,577 | (2,628,850 | ) | 14,727 | ||||||||
General and administrative |
1,757,024 | | 1,757,024 | |||||||||
Acquistion fees and expenses |
922,675 | (922,675 | ) | | ||||||||
Asset management fees |
613,882 | (568,379 | ) (b) | 45,503 | ||||||||
Property management fees |
227,118 | (220,792 | ) | 6,326 | ||||||||
Depreciation and amortization |
4,213,113 | (3,978,672 | ) | 234,441 | ||||||||
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Total expenses |
10,377,389 | (8,319,368 | ) | 2,058,021 | ||||||||
Expense support |
(1,008,064 | ) | 568,379 | (b) | (439,685 | ) | ||||||
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Net Expenses |
9,369,325 | (7,750,989 | ) | 1,618,336 | ||||||||
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Operating income (loss) |
(1,023,144 | ) | (158,697 | ) | (1,181,841 | ) | ||||||
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Other income (expense): |
||||||||||||
Interest and other income |
4,743 | | 4,743 | |||||||||
Interest expense and loan cost amortization |
(3,275,752 | ) | 3,199,762 | (c) | (75,990 | ) | ||||||
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Total other expense |
(3,271,009 | ) | 3,199,762 | (71,247 | ) | |||||||
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Loss from continuing operations before income taxes |
(4,294,153 | ) | 3,041,065 | (1,253,088 | ) | |||||||
Income tax expense |
(45,030 | ) | | (45,030 | ) | |||||||
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|
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Loss from continuing operations |
$ | (4,339,183 | ) | $ | 3,041,065 | $ | (1,298,118 | ) | ||||
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Net income (loss) per share of common stock (basic and diluted) |
$ | (0.88 | ) | $ | (0.26 | ) | ||||||
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|||||||||
Weighted average number of shares of common stock outstanding (basic and diluted) |
4,908,673 | 4,908,673 | ||||||||||
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|
|
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
6
GLOBAL INCOME TRUST, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. | Basis of Presentation |
The accompanying unaudited pro forma condensed consolidated balance sheet of the Company is presented as if the disposition described in Note 2. Pro Forma Transaction had occurred as of September 30, 2015. The accompanying unaudited pro forma condensed consolidated statements of operations of the Company are presented for the nine months ended September 30, 2015 and for the years ended December 31, 2014, 2013 and 2012 (Pro Forma Periods), and include certain pro forma adjustments to illustrate the estimated effect of the Companys disposition, described in Note 2. Pro Forma Transaction, as if the disposition had occurred prior to the Pro Forma Period. The amounts included in the historical columns represent the Companys historical balance sheet and operating results for the respective Pro Forma Periods presented as filed with the Securities and Exchange Commission.
The accompanying unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X and do not include all of the information and note disclosures required by generally accepted accounting principles of the United States (GAAP). Pro forma financial information is intended to provide information about the continuing impact of a transaction by showing how a specific transaction or group of transactions might have affected historical financial statements. Pro forma financial information illustrates only the isolated and objectively measurable (based on historically determined amounts) effects of a particular transaction and excludes effects based on judgmental estimates of how historical management practices and operating decisions may or may not have changed as a result of the transaction. Therefore, pro forma financial information does not include information about the possible or expected impact of current actions taken by management in response to the pro forma transaction as if managements actions were carried out in previous reporting periods.
This unaudited pro forma condensed consolidated financial information is presented for informational purposes only and does not purport to be indicative of the Companys financial results or financial position as if the transactions reflected herein had occurred, or been in effect, during the Pro Forma Periods. In addition, this unaudited pro forma condensed consolidated financial information should not be viewed as indicative of the Companys expected financial results for future periods.
2. | Pro Forma Transaction |
The December 11, 2015 Sale described above in Item 2.01 represented the disposition of substantially all of the net assets of the Company included in the unaudited condensed consolidated balance sheet at September 30, 2015 and represented substantially all of the property level revenues and expenses from continuing operations included in the Companys unaudited condensed consolidated statements of operations in the Companys condensed consolidated financial statements as filed with the Commission on Form 10-Q for the nine months and the quarterly period ended September 30, 2015 and substantially all of the results of operations on Form 10-K for the years ended December 31, 2014, 2013 and 2012.
7
GLOBAL INCOME TRUST, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3. | Adjustments to Unaudited Pro Forma Condensed Consolidated Balance Sheet |
The adjustments to the Unaudited Pro Forma Condensed Consolidated Balance Sheet represent adjustments needed in order to present the Companys historical balance sheet as if the disposition had occurred as of September 30, 2015.
(a) | These adjustments reflect the elimination of certain account balances relating to the Properties as if the sale was consummated as of September 30, 2015. Other adjustments, as described in (b) and (c), reflect the elimination of the net carrying value, receipt of the net cash proceeds on the completed sale of the properties and the assumption of the indebtedness collateralized by the properties. |
(b) | Cash and cash equivalents has been increased to reflect the net cash proceeds received by the Company on the completed sale. |
(c) | Accumulated earnings (deficit) have been adjusted to reflect the gain recognized on the sale, which is calculated as of September 30, 2015 as follows: |
Net sales proceeds |
$ | 38,642,914 | ||
Less: Carrying value of assets |
(74,279,548 | ) | ||
Plus: Carrying value of liabilties assumed |
57,034,304 | |||
|
|
|||
Gain on sale |
$ | 21,397,670 | ||
|
|
4. | Adjustments to Unaudited Pro Forma Condensed Consolidated Statements of Operations |
The adjustments to the unaudited pro forma condensed consolidated statements of operations represent adjustments needed to the Companys historical results in order to remove the historical operating results for the Pro Forma Periods and present the financial statements as if the Properties had been sold prior to January 1, 2012.
(a) | Except as described in (b) and (c) below, these amounts represent the elimination of the operations of the Properties from the historical amounts included in continuing operations for the nine months ended September 30, 2015 and for the years ended December 31, 2014, 2013 and 2012 to reflect the sale of the properties as if the disposition had occurred as of the first day of the first Pro Forma Period presented. |
(b) | Amounts include the elimination of asset management fees, calculated at an annual rate of approximately 1% of the Companys real estate assets under management. These fees were historically deferred and subordinated by the Company to its Advisor in accordance with the terms of the original expense support agreement and would not have been incurred subsequent to the disposition of these assets. |
(c) | Represents the elimination of interest expense and loan cost amortization to reflect the buyers assumption of the indebtedness collateralized by the properties as if the assumption had occurred as of the first day of the first Pro Forma Period presented. |
(d) | Exhibits. |
99.1 | Form of letter to the Companys stockholders. |
8
Cautionary Note Regarding Forward-Looking Statements
Statements above that are not statements of historical or current fact may constitute forward-looking statements within the meaning of the Federal Private Securities Litigation Reform Act of 1995. The Company intends that such forward-looking statements be subject to the safe harbor created by Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that do not relate strictly to historical or current facts, but reflect managements current understandings, intentions, beliefs, plans, expectations, assumptions and/or predictions regarding the future of the Companys business and its performance, the economy, and other future conditions and forecasts of future events, and circumstances. Forward-looking statements are typically identified by words such as believes, expects, anticipates, intends, estimates, plans, continues, pro forma, may, will, seeks, should and could, and words and terms of similar substance.
For further information regarding risks and uncertainties associated with the Companys business, and important factors that could cause the Companys actual results to vary materially from those expressed or implied in its forward-looking statements, please refer to the factors listed and described under Managements Discussion and Analysis of Financial Condition and Results of Operations and the Risk Factors sections of the Companys documents filed from time to time with the Securities and Exchange Commission, including, but not limited to, the Companys quarterly reports on Form 10-Q, and the Companys annual report on Form 10-K, copies of which may be obtained from the Companys website at http://www. www.incometrust.com.
All written and oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this cautionary note. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to, and expressly disclaims any obligation to, publicly release the results of any revisions to its forward-looking statements to reflect new information, changed assumptions, the occurrence of unanticipated subsequent events or circumstances, or changes to future operating results over time, except as otherwise required by law.
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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.
Date: December 16, 2015 | GLOBAL INCOME TRUST, INC. | |||||
a Maryland Corporation | ||||||
By: | /s/ Scott C. Hall | |||||
Senior Vice President of Operations |