InvenTrust Properties Corp. 10-K

Item 9A. Controls and Procedures As required by Rule 13a-15(b) and Rule 15d-15(b) under the Securities Exchange Act, our management, including our Principal Executive Officer and our Principal Financial Officer evaluated as of December 31, 2020, the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and Rule 15d-15(e). Based on that evaluation, our Principal Executive Officer and our Principal Financial Officer concluded that our disclosure controls and procedures, as of December 31, 2020, were effective for the purpose of ensuring that information required to be disclosed by us in this report is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Exchange Act and is accumulated and communicated to management, including the Principal Executive Officer and our Principal Financial Officer as appropriate to allow timely decisions regarding required disclosures. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our management, including our Principal Executive Officer and Principal Financial Officer, evaluated as of December 31, 2020, the effectiveness of our internal control over financial reporting based on the framework in "Internal Control-Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on its evaluation, our management has concluded that we maintained effective internal control over financial reporting as of December 31, 2020. The rules of the SEC do not require us to have, and this Annual Report on Form 10-K does not include, an attestation report of an independent registered public accounting firm regarding internal control over financial reporting. Changes in Internal Control over Financial Reporting There has been no change in our internal control over financial reporting during the quarter ended December 31, 2020, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information None. Part III Item 10. Directors, Executive Officers and Corporate Governance Information regarding our executive officers is included under the heading "Executive Officers of the Registrant" in Item 1 of this Annual Report. Information regarding our directors and corporate governance under the following captions in our Proxy Statement for our annual meeting of stockholders expected to be held on May 6, 2021, is incorporated by reference herein. "Proposal No. 1 - Election of Directors" "Stock Ownership - Section 16(a) Beneficial Ownership Reporting Compliance" "Stockholder Proposals - Nominations of Director Candidates for the 2021 Annual Meeting" "Corporate Governance Principles" Our Board has adopted a code of ethics and business conduct (the "Code of Ethics and Business Conduct") applicable to our directors, officers and employees, which is available on our website at www.inventrustproperties.com through the "Investor Relations - Corporate Governance" tab. In addition, printed copies of the Code of Ethics and Business Conduct are available to any stockholder, without charge, by writing us at InvenTrust Properties Corp., 3025 Highland Parkway, Suite 350, Downers Grove, Illinois, 60515, Attention: Investor Relations. In the event that the Company amends or waives any of the provisions of the Code of Ethics and Business Conduct that applies to the Company's Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer or Controller, and other senior financial officers performing similar functions, the Company intends to disclose such amendment or waiver information on its website. 59 Item 11. Executive Compensation Information regarding executive compensation under the following captions in our Proxy Statement is incorporated by reference herein. "Executive Compensation" "Compensation Committee Report" Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information related to the beneficial ownership of our common stock is presented under the caption “Stock Ownership - Stock Owned by Certain Beneficial Owners and Management” in our Proxy Statement and is incorporated by reference herein. Equity Compensation Plan Information The following table provides information regarding our equity compensation plans as of December 31, 2020. I II Equity compensation plans not approved by security holders: Number of Shares Issuable Upon Vesting of Outstanding RSU Awards (a) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in column I ) (b) InvenTrust Properties Corp. 2015 Incentive Award Plan (c) 4,424,770 18,329,901 (a) Represents restricted share unit ("RSU") awards outstanding under the Incentive Award Plan as of December 31, 2020. (b) Includes shares of common stock available for future grants under the Incentive Award Plan as of December 31, 2020. (c) The weighted average grant date price per share of common stock underlying the unvested restricted stock units based on total outstanding restricted stock units as of December 31, 2020, was $3.14. Item 13. Certain Relationships and Related Transactions, and Director Independence Information regarding certain relationships and related transactions, and director independence under the following captions in our Proxy Statement is incorporated by reference herein. "Certain Relationships and Related Person Transactions" "Corporate Governance Principles - Director Independence" Item 14. Principal Accounting Fees and Services Information regarding principal accounting fees and services under the caption "Proposal No. 2 - Ratify Appointment of KPMG LLP" in our Proxy Statement is incorporated by reference herein. 60 Part IV Item 15. Exhibits and Financial Statement Schedules (a) Documents filed as part of this Annual Report Page Report of Independent Registered Public Accounting Firm F- 1 1 Consolidated Financial Statements Consolidated Balance Sheets as of December 31, 20 20 and 20 19 F- 3 Consolidated Statements of Operations and Comprehensive (Loss) Income for the years ended December 31, 2020, 2019 and 2018 F- 4 Consolidated Statements of Equity for the years ended December 31, 20 20 , 20 19 and 20 18 F- 5 Consolidated Statements of Cash Flows for the years ended December 31, 20 20 , 20 19 and 20 18 F- 6 Notes to Consolidated Financial Statements F- 9 2 Consolidated Financial Statement Schedules Schedule III - Real Estate and Accumulated Depreciation F- 31 All schedules other than those indicated in the index have been omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes. 3 EXHIBITS The following documents are filed as exhibits to this report: EXHIBIT NO. DESCRIPTION 2.1 Master Modification Agreement, dated as of March 12, 2014, by and among Inland American Real Estate Trust, Inc., Inland American Business Manager & Advisor, Inc., Inland American Lodging Corporation, Inland American Holdco Management LLC, Inland American Retail Management LLC, Inland American Office Management LLC, Inland American Industrial Management LLC and Eagle I Financial Corp. (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on March 13, 2014) 2.2 Asset Acquisition Agreement, dated as of March 12, 2014, by and among Inland American Real Estate Trust, Inc., Inland American Holdco Management LLC, Inland American Retail Management LLC, Inland American Office Management LLC, Inland American Industrial Management LLC and Eagle I Financial Corp. (incorporated by reference to Exhibit 2.2 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on March 13, 2014) 2.3 Separation and Distribution Agreement by and between Inland American Real Estate Trust, Inc. and Xenia Hotels & Resorts, Inc., dated as of January 20, 2015 (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on January 23, 2015) 2.4 Separation and Distribution Agreement by and between InvenTrust Properties Corp. and Highlands REIT, Inc., dated as of April 14, 2016 (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on April 14, 2016) 2.5 Stock Purchase Agreement by and among InvenTrust Properties Corp., University House Communities Group, Inc. and UHC Acquisition Sub LLC, dated as of January 3, 2016 (incorporated by reference to Exhibit 2.1 to the Registrant's Form 10-Q, as filed by the Registrant on May 10, 2016) 2.6 Amendment No. 1 to Stock Purchase Agreement, dated as of May 30, 2016, by and among InvenTrust Properties Corp., University House Communities Group, Inc. and UHC Acquisition Sub LLC (incorporated by reference to Exhibit 2.2 to the Registrant's Form 8-K, as filed by the Registrant on June 27, 2016) 2.7 Amendment No. 2 to Stock Purchase Agreement, dated as of June 20, 2016, by and among InvenTrust Properties Corp., University House Communities Group, Inc. and UHC Acquisition Sub LLC (incorporated by reference to Exhibit 2.3 to the Registrant's Form 8-K, as filed by the Registrant on June 27, 2016) 3.1 Seventh Articles of Amendment and Restatement of InvenTrust Properties Corp., as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q, as filed by the Registrant with the SEC on May 14, 2015) 3.2 Second Amended and Restated Bylaws of InvenTrust Properties Corp. (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q, as filed by the Registrant with the SEC on November 9, 2017) 4.1 Statement regarding restrictions on transferability of shares of common stock (to appear on stock certificate or to be sent upon request and without charge to stockholders issued shares without certificates) (incorporated by reference to Exhibit 4.4 to the Registrant’s Amendment No. 1 to Form S-11 Registration Statement, as filed by the Registrant with the SEC on July 31, 2007 (file number 333-139504)) 4.2 Third Amended and Restated Distribution Reinvestment Plan (incorporated by reference to Appendix A to the prospectus dated November 1, 2019 included in Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-3 (No. 333-172862) filed November 1, 2019) 4.3* Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 61 EXHIBIT NO. DESCRIPTION 10.1 Amended and Restated Master Management Agreement, dated as of March 12, 2014, by and between Inland American Real Estate Trust, Inc. and Inland American Retail Management LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, as filed by the Registrant with the Securities and Exchange Commission on March 13, 2014) 10.2 Amended and Restated Master Management Agreement, dated as of March 12, 2014, by and between Inland American Real Estate Trust, Inc. and Inland American Office Management LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K, as filed by the Registrant with the Securities and Exchange Commission on March 13, 2014) 10.3 Amended and Restated Master Management Agreement, dated as of March 12, 2014, by and between Inland American Real Estate Trust, Inc. and Inland American Industrial Management LLC (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K, as filed by the Registrant with the Securities and Exchange Commission on March 13, 2014) 10.4 Articles of Association of Oak Real Estate Association by and among Inland Real Estate Corporation, Inland Real Estate Trust, Inc., Inland Western Retail Real Estate Trust, Inc. and Inland American Real Estate Trust, Inc., dated September 29, 2006 (incorporated by reference to Exhibit 10.139 to the Registrant’s Quarterly Report on Form 10-Q, as filed by the Registrant with the SEC on November 7, 2006) 10.5 Operating Agreement of Oak Property and Casualty L.L.C. by and among Inland Real Estate Corporation, Inland Retail Real Estate Trust, Inc., Inland Western Retail Real Estate Trust, Inc. and Inland American Real Estate Trust, Inc, dated September 29, 2006 (incorporated by reference to Exhibit 10.140 to the Registrant’s Quarterly Report on Form 10-Q, as filed by the Registrant with the SEC on November 7, 2006) 10.6 Oak Property and Casualty L.L.C. Membership Participation Agreement by and among Inland Real Estate Corporation, Inland Retail Real Estate Trust, Inc., Inland Western Retail Real Estate Trust, Inc., Inland American Real Estate Trust, Inc., and Oak Property and Casualty L.L.C. dated September 29, 2006 (incorporated by reference to Exhibit 10.141 to the Registrant’s Quarterly Report on Form 10-Q, as filed by the Registrant with the SEC on November 7, 2006) 10.7 Indemnity Agreement, dated as of August 8, 2014, by and between Inland American Real Estate Trust, Inc., and Xenia Hotels & Resorts, Inc., and Inland American Lodging Group, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, as filed by the Registrant with the SEC on August 14, 2014) 10.8.5^ Separation and Consulting Agreement, dated as of September 6, 2017, between InvenTrust Properties Corp. and David F. Collins (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on September 7, 2017) 10.8.6^ First Amendment to Separation and Consulting Agreement, dated as of December 8, 2017, between InvenTrust Properties Corp. and David F. Collins (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on December 11, 2017) 10.8.7^ Second Amendment to Separation and Consulting Agreement, dated as of October 5, 2018, between InvenTrust Properties Corp. and David F. Collins (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on October 9, 2018) 10.8.8^ Employment Offer Letter, dated as of May 10, 2018, by and between InvenTrust Properties Corp. and Ivy Greaner 10.8.9^ Severance Agreement and General Release, dated as of August 27, 2018, by and between Michael E. Podboy and InvenTrust Properties Corp. (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on August 27, 2018) 10.8.10^ Employment Offer Letter, dated as of June 20, 2019, by and between InvenTrust Properties Corp. and Daniel J. Busch (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q as filed by the Registrant on August 8, 2019) 10.9 Asset Purchase Agreement, dated as of September 17, 2014, by and among Inland American Real Estate Trust, Inc., IHP I Owner JV, LLC, IHP West Homestead (PA) Owner LLC and Northstar Realty Finance Corp. (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on September 22, 2014) 10.10. 1 ^ InvenTrust Properties Corp. 2015 Incentive Award Plan (incorporated by reference to Exhibit 99.1 to the Registrant’s Form S-8 Registration Statement, as filed by the Registrant with the SEC on June 19, 2015) 10.10. 2 ^ First Amendment to InvenTrust Properties Corp. 2015 Incentive Award Plan, dated May 6, 2016 (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q, as filed by the Registrant with the SEC on August 15, 2016) 10.10. 3 ^ Form of Time-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q, as filed by the Registrant with the SEC on August 10, 2017) 10.10. 4 ^ Form of Director Restricted Stock Unit Agreement for 2016 Pro Rata Awards (incorporated by reference to Exhibit 10.10.3 to the Registrant's Form 10-K, as filed by the Registrant with the SEC on March 17, 2017) 10.10. 5 ^ Form of Director Restricted Stock Unit Agreement for 2017 Annual Pro Rata Awards (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q, as filed by the Registrant with the SEC on August 10, 2017) 10.10. 6 ^ Form of Director Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-Q, as filed by the Registrant with the SEC on August 10, 2017) 10.10. 7 ^ InvenTrust Properties Corp. Director Compensation Program (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q, as filed by the Registrant with the SEC on August 10, 2017) 10.10. 8 ^ InvenTrust Properties Corp. Executive Severance and Change of Control Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, as filed by the Registrant on July 13, 2018) 62 EXHIBIT NO. DESCRIPTION 10.10. 9 ^ Form of Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on May 14, 2019) 10.11 First Amendment to Indemnity Agreement by and among Inland American Real Estate Trust, Inc. and Xenia Hotels & Resorts, Inc., dated as of February 3, 2015 (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on February 9, 2015) 10.12 Amended and Restated Term Loan Credit Agreement dated as of December 21, 2018, among InvenTrust Properties Corp., as Borrower, Wells Fargo Bank, National Association, as Administrative Agent, Bank of America, N.A and U.S. Bank National Association, as tranche A-1 Co-Syndication Agents, PNC Bank, National Association and U.S. Bank National Association, as tranche A-2 Co-Syndication Agents, BMO Harris Bank, N.A. and Fifth Third Bank, as tranche A-1 Co-Documentation Agents, KeyBank National Association, as tranche A-2 Documentation Agent, and the other lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on December 31, 2018) 10.13 Second Amended and Restated Credit Agreement dated as of December 21, 2018, among InvenTrust Properties Corp., as borrower, KeyBank National Association, as Administrative Agent, KeyBanc Capital Markets Inc. and Wells Fargo Securities, LLC, as Joint Book Managers, KeyBanc Capital Markets Inc., Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., Bank of America, N.A., PNC Bank, National Association, and BMO Harris Bank, N.A., as Joint Lead Arrangers, Wells Fargo Bank, National Association, and JPMorgan Chase Bank, N.A., as Co-Syndication Agents, Bank of America, N.A., PNC Bank, National Association, and BMO Harris Bank, N.A., as Co-Documentation Agents, and the other lenders from time to time party thereto (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on December 31, 2018) 10.14 Form of Director Restricted Stock Unit Agreement for Annual Awards (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q, as filed by the Registrant with the SEC on August 7, 2020) 21.1* Subsidiaries of the Registrant 23.1* Consent of KPMG LLP 31.1* Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification by Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification by Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification by Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 99.1 Second Amended and Restated Share Repurchase Program (incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed November 1, 2019) 101 The following financial information from our Annual Report for the year ended December 31, 2020, filed with the Securities and Exchange Commission on February 19, 2021, is formatted in Extensible Business Reporting Language ("XBRL"): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive (Loss) Income, (iii) Consolidated Statements of Equity, (iv) Consolidated Statements of Cash Flows (v) Notes to Consolidated Financial Statements (tagged as blocks of text). * Filed as part of this Annual Report ^ Management contract or compensatory plan or arrangement. 63 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INVENTRUST PROPERTIES CORP. By: /s/ Thomas P. McGuinness Name: Thomas P. McGuinness President and Chief Executive Officer (Principal Executive Officer) Date: February 19, 2021 Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date By: /s/ Thomas P. McGuinness President and Chief Executive Officer (Principal Executive Officer) February 19, 2021 Name: Thomas P. McGuinness By: /s/ Daniel J. Busch Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) February 19, 2021 Name: Daniel J. Busch By: /s/ Michael D. Phillips Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) February 19, 2021 Name: Michael D. Phillips By: /s/ Stuart Aitken Director February 19, 2021 Name: Stuart Aitken By: /s/ Amanda Black Director February 19, 2021 Name: Amanda Black By: /s/ Thomas F. Glavin Director February 19, 2021 Name: Thomas F. Glavin By: /s/ Scott A. Nelson Director February 19, 2021 Name: Scott A. Nelson By: /s/ Paula J. Saban Director February 19, 2021 Name: Paula J. Saban By: /s/ Michael A. Stein Director February 19, 2021 Name: Michael A. Stein By: /s/ Julian E. Whitehurst Director February 19, 2021 Name: Julian E. Whitehurst 64 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE Consolidated Financial Statements and Supplementary Data Page Report of Independent Registered Public Accounting Firm F- 1 Financial Statements: Consolidated Balance Sheets as of December 31, 2020 and 2019 F- 3 Consolidated Statements of Operations and Comprehensive (Loss) Income for the years ended December 31, 2020, 2019 and 2018 F- 4 Consolidated Statements of Equity for the years ended December 31, 2020, 2019 and 2018 F- 5 Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018 F- 6 Notes to Consolidated Financial Statements F- 9 Schedule III - Real Estate and Accumulated Depreciation F- 31 Schedules not filed: All schedules other than the ones listed in the index have been omitted as the required information is inapplicable or the information is presented in the financial statements or related notes thereto. Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors InvenTrust Properties Corp.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of InvenTrust Properties Corp. and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive (loss) income, equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes and financial statement schedule III (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Expected hold period of investment properties As discussed in Note 2 to the consolidated financial statements, the Company assesses the carrying values of its investment properties (including any related intangible assets or liabilities) on an individual basis when events or changes in circumstances, including changes in the expected holding period, indicate their carrying value may not be fully recoverable. If it is determined that the carrying value of the investment property is not recoverable because the expected undiscounted cash flows do not exceed that carrying value of the property, the Company records an impairment loss to the extent that the carrying value exceeds the estimated fair value. Changes in the expected hold period could have a material impact on the projected operating cash flows. Net investment properties as of December 31, 2020 was $1,929 million, or 80% of total assets. We identified the assessment of the expected hold period for the investment properties evaluated for impairment as a critical audit matter because of the significance of the estimate to the evaluation of the recoverability of the investment properties. Changes in the expected hold period could have a material impact on the projected operating cash flows utilized F-1 in the recoverability analysis for the investment property, which could lead to the Company recording an impairment loss if the carrying value is not fully recoverable. Subjective and challenging auditor judgment was required to evaluate the reasonableness of management’s assessment of expected hold period. The following are the primary procedures we performed to address this critical audit matter. We evaluated the Company’s consideration of individual investment properties for potential reductions in expected hold period by: • Inquiring of Company officials to evaluate the likelihood that an investment property will be sold before the end of its expected hold period. • Inspecting meeting minutes of the board of directors and the investment committee to evaluate the likelihood that an investment property will be sold before the end of its expected hold period. • Inquiring and obtaining representations from the Company regarding the status and evaluation of any potential disposal of properties. We corroborated that information with others in the organization who are responsible for, and have authority over, disposition activities and compared with the Company’s documented investment plans. • Reading external communications with investors in order to identify information regarding potential sales of the Company’s properties, or other indicators of a reduction in an investment property’s expected hold period. /s/ KPMG LLP We have served as the Company’s auditor since 2005. Chicago, Illinois February 19, 2021 INVENTRUST PROPERTIES CORP. Consolidated Balance Sheets (in thousands, except share amounts) As of December 31, 2020 2019 Assets Investment properties Land $ 577,750 $ 572,353 Building and other improvements 1,640,693 1,628,486 Construction in progress 3,246 4,052 Total 2,221,689 2,204,891 Less accumulated depreciation ( 292,248 ) ( 246,702 ) Net investment properties 1,929,441 1,958,189 Cash and cash equivalents 222,610 255,069 Restricted cash 1,160 5,679 Investment in unconsolidated entities 109,051 118,861 Intangible assets, net 95,722 116,360 Accounts and rents receivable 28,983 30,194 Deferred costs and other assets, net 20,372 22,836 Total assets $ 2,407,339 $ 2,507,188 Liabilities Debt, net $ 555,109 $ 572,850 Accounts payable and accrued expenses 28,284 29,804 Distributions payable 13,642 13,252 Intangible liabilities, net 34,872 42,642 Other liabilities 36,569 29,039 Total liabilities 668,476 687,587 Commitments and contingencies Stockholders' Equity Preferred stock, $ 0.001 par value, 40,000,000 shares authorized, none outstanding. — — Common stock, $ 0.001 par value, 1,460,000,000 shares authorized, 719,462,786 shares issued and outstanding as of December 31, 2020 and 720,807,884 shares issued and outstanding as of December 31, 2019. 719 721 Additional paid-in capital 5,566,255 5,568,707 Distributions in excess of accumulated net income ( 3,815,662 ) ( 3,750,884 ) Accumulated comprehensive (loss) income ( 12,449 ) 1,057 Total stockholders' equity 1,738,863 1,819,601 Total liabilities and stockholders' equity $ 2,407,339 $ 2,507,188 See accompanying notes to the consolidated financial statements. F-3 INVENTRUST PROPERTIES CORP. Consolidated Statements of Operations and Comprehensive (Loss) Income (in thousands, except share and per share amounts) Year Ended December 31, 2020 2019 2018 Income Lease income, net $ 192,957 $ 220,653 $ 236,560 Other property income 1,229 1,981 1,724 Other fee income 3,647 3,856 4,390 Total income 197,833 226,490 242,674 Operating expenses Depreciation and amortization 87,755 97,429 100,593 Property operating 27,909 31,944 34,822 Real estate taxes 30,845 34,232 35,205 General and administrative 33,141 35,361 35,267 Total operating expenses 179,650 198,966 205,887 Other (expense) income Interest expense, net ( 18,749 ) ( 22,717 ) ( 24,943 ) (Loss) gain on extinguishment of debt, net ( 2,543 ) ( 2,901 ) 9,103 Provision for asset impairment ( 9,002 ) ( 2,359 ) ( 3,510 ) Gain on sale and transfer of investment properties, net 1,752 62,011 95,097 Equity in (losses) earnings and (impairment), net, of unconsolidated entities ( 3,141 ) 957 ( 31,393 ) Other income and expense, net 3,326 1,384 2,708 Total other (expense) income, net ( 28,357 ) 36,375 47,062 Net (loss) income from continuing operations ( 10,174 ) 63,899 83,849 Net loss from discontinued operations — ( 25,500 ) — Net (loss) income $ ( 10,174 ) $ 38,399 $ 83,849 Weighted average number of common shares outstanding, basic 719,882,476 728,620,309 761,139,011 Weighted average number of common shares outstanding, diluted 719,882,476 729,384,149 762,065,474 Net (loss) income per common share, from continuing operations, basic and diluted $ ( 0.01 ) $ 0.09 $ 0.11 Net loss per common share, from discontinued operations, basic and diluted $ — $ ( 0.04 ) $ — Net (loss) income per common share, basic and diluted $ ( 0.01 ) $ 0.05 $ 0.11 Distributions declared per common share outstanding $ 0.08 $ 0.07 $ 0.07 Distributions paid per common share outstanding $ 0.08 $ 0.07 $ 0.07 Comprehensive (loss) income Net (loss) income $ ( 10,174 ) $ 38,399 $ 83,849 Unrealized (loss) gain on derivatives ( 16,199 ) 816 923 Reclassification for amounts recognized in net (loss) income 2,693 ( 1,396 ) ( 956 ) Comprehensive (loss) income $ ( 23,680 ) $ 37,819 $ 83,816 See accompanying notes to the consolidated financial statements. F-4 INVENTRUST PROPERTIES CORP. Consolidated Statements of Equity (in thousands, except share amounts) Number of Shares Common Stock Additional Paid-in Capital Distributions in Excess of Accumulated Net Income Accumulated Comprehensive (Loss) Income Total Beginning balance, January 1, 2018 774,293,197 $ 773 $ 5,681,912 $ ( 3,778,908 ) $ 1,945 $ 1,905,722 Impact of Accounting Standards Update ("ASU") No. 2016-01 — — — 275 ( 275 ) — Impact of ASU No. 2017-05 (a) — — — 12,756 — 12,756 Adjusted balance at January 1, 2018 774,293,197 773 5,681,912 ( 3,765,877 ) 1,670 1,918,478 Net income — — — 83,849 — 83,849 Unrealized gain on derivatives — — — — 923 923 Reclassification to interest expense, net — — — — ( 956 ) ( 956 ) Distributions declared — — — ( 53,782 ) — ( 53,782 ) Stock-based compensation, net 825,081 1 2,292 — — 2,293 Repurchase of common stock through tender offer ( 46,559,289 ) ( 45 ) ( 98,446 ) — — ( 98,491 ) Ending balance, December 31, 2018 728,558,989 729 5,585,758 ( 3,735,810 ) 1,637 1,852,314 Net income — — — 38,399 — 38,399 Unrealized gain on derivatives — — — — 816 816 Reclassification to interest expense, net — — — — ( 1,396 ) ( 1,396 ) Distributions declared — — — ( 53,473 ) — ( 53,473 ) Stock-based compensation, net 766,500 1 3,324 — — 3,325 Repurchase of common stock under share repurchase plan ( 8,517,605 ) ( 9 ) ( 20,375 ) — — ( 20,384 ) Ending balance, December 31, 2019 720,807,884 721 5,568,707 ( 3,750,884 ) 1,057 1,819,601 Net loss — — — ( 10,174 ) — ( 10,174 ) Unrealized loss on derivatives — — — — ( 16,199 ) ( 16,199 ) Reclassification to interest expense, net — — — — 2,634 2,634 Reclassification to equity in losses of unconsolidated entities — — — — 59 59 Distributions declared — — — ( 54,604 ) — ( 54,604 ) Stock-based compensation, net 711,981 — 2,840 — — 2,840 Repurchase of common stock under share repurchase plan ( 2,136,119 ) ( 2 ) ( 5,199 ) — — ( 5,201 ) Common stock issuance costs in excess of proceeds from distribution reinvestment plan 79,040 — ( 93 ) — — ( 93 ) Ending balance, December 31, 2020 719,462,786 $ 719 $ 5,566,255 $ ( 3,815,662 ) $ ( 12,449 ) $ 1,738,863 (a) See Note 6. Investments in Unconsolidated Entities. See accompanying notes to the consolidated financial statements. F-5 INVENTRUST PROPERTIES CORP. Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2020 2019 2018 Cash flows from operating activities: Net (loss) income $ ( 10,174 ) $ 38,399 $ 83,849 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation and amortization 87,755 97,429 100,593 Amortization of above and below-market leases and lease inducements, net ( 7,060 ) ( 6,148 ) ( 5,347 ) Amortization of debt premiums, discounts, and financing costs, net 1,826 1,706 1,048 Straight-line rent adjustment, net ( 2,590 ) ( 3,609 ) ( 4,262 ) Provision for asset impairment 9,002 2,359 3,510 Provision for estimated credit losses 11,119 1,557 1,360 Gain on sale and transfer of investment properties, net ( 1,752 ) ( 62,011 ) ( 95,097 ) Loss (gain) on extinguishment of debt, net 2,543 2,901 ( 9,103 ) Equity in losses (earnings) and impairment, net, of unconsolidated entities 3,141 ( 957 ) 31,393 Distributions from unconsolidated entities 6,380 8,228 8,032 Realized and unrealized gains on marketable securities, net — — ( 244 ) Stock-based compensation, net 4,449 5,541 4,330 Provision for indemnification claims — 25,500 — Changes in operating assets and liabilities: Accounts and rents receivable ( 7,451 ) ( 4,922 ) ( 1,578 ) Deferred costs and other assets, net 192 ( 1,624 ) 1,426 Accounts payable and accrued expenses ( 1,888 ) ( 66 ) 2,499 Other liabilities ( 1,337 ) 1,725 2,248 Net cash provided by operating activities 94,155 106,008 124,657 Cash flows from investing activities: Purchase of investment properties ( 37,086 ) ( 329,493 ) ( 205,462 ) Acquired in-place and market lease intangibles, net ( 4,360 ) ( 29,602 ) ( 15,369 ) Capital expenditures and tenant improvements ( 12,918 ) ( 17,754 ) ( 27,233 ) Investment in development and re-development projects ( 2,189 ) ( 7,103 ) ( 3,796 ) Proceeds from the sale and transfer of investment properties, net 8,027 346,707 430,514 Proceeds from the sale of marketable securities, net — — 4,696 Proceeds from the sale of unconsolidated entity — 30,000 — Indemnification payment related to the sale of investment properties — ( 30,000 ) — Contributions to unconsolidated entities — — ( 2,782 ) Distributions from unconsolidated entities — — 745 Lease commissions and other leasing costs ( 1,391 ) ( 5,621 ) ( 6,029 ) Other assets 3,096 333 ( 127 ) Other liabilities ( 2,239 ) 736 257 Net cash (used in) provided by investing activities ( 49,060 ) ( 41,797 ) 175,414 F-6 INVENTRUST PROPERTIES CORP. Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2020 2019 2018 Cash flows from financing activities: Payment of tax withholdings for share-based compensation $ ( 1,072 ) $ ( 1,397 ) $ ( 1,567 ) Repurchase of common stock under share repurchase plan ( 5,201 ) ( 20,384 ) — Repurchase of common stock through tender offer — — ( 98,447 ) Proceeds from distribution reinvestment plan 185 — — Distributions to shareholders ( 54,214 ) ( 53,250 ) ( 54,194 ) Proceeds from debt 150,000 118,000 179,333 Payoffs of debt ( 167,349 ) ( 106,041 ) ( 221,358 ) Debt prepayment penalties ( 2,504 ) ( 1,834 ) ( 3,088 ) Principal payments on mortgage debt ( 1,441 ) ( 2,692 ) ( 1,924 ) Payment of loan fees and deposits ( 100 ) ( 446 ) ( 5,544 ) Payment of finance lease liabilities ( 377 ) ( 272 ) ( 307 ) Net cash used in financing activities ( 82,073 ) ( 68,316 ) ( 207,096 ) Net (decrease) increase in cash, cash equivalents, and restricted cash ( 36,978 ) ( 4,105 ) 92,975 Cash, cash equivalents, and restricted cash at beginning of year 260,748 264,853 171,878 Cash, cash equivalents, and restricted cash at end of year $ 223,770 $ 260,748 $ 264,853 Reconciliation of cash, cash equivalents, and restricted cash to consolidated balance sheets: Cash and cash equivalents $ 222,610 $ 255,069 $ 260,131 Restricted cash 1,160 5,679 4,722 Cash, cash equivalents, and restricted cash at end of year $ 223,770 $ 260,748 $ 264,853 Supplemental disclosure of cash flow information: Cash flow disclosure, including non-cash investing and financing activities: Cash paid for interest, net of capitalized interest $ 17,256 $ 21,259 $ 24,096 Cash paid for income taxes, net of refunds $ 833 $ 446 $ 463 Distributions payable to shareholders $ 13,642 $ 13,252 $ 13,029 Recognition of partially deferred gains on property sales $ — $ — $ 12,756 Accrued capital expenditures and tenant improvements $ 1,404 $ 1,180 $ 1,679 Capitalized costs placed in service $ 8,213 $ 29,027 $ 17,786 Gross issuance of shares for share-based compensation $ 3,593 $ 4,051 $ 4,319 Reclassification of registration statement costs incurred to equity issuance costs $ 278 $ — $ — Purchase of investment properties: Net investment properties $ 37,329 $ 332,148 $ 206,763 Accounts and rents receivable, lease intangibles, and deferred costs and other assets 6,066 37,103 21,631 Accounts payable and accrued expenses, lease intangibles, and other liabilities ( 1,949 ) ( 10,156 ) ( 7,563 ) Cash outflow for purchase of investment properties, net 41,446 359,095 220,831 Capitalized acquisition costs ( 121 ) ( 2,334 ) ( 430 ) Construction escrow accounts — — 975 Credits and other changes in cash outflow, net 922 9,003 1,224 Gross acquisition price of investment properties $ 42,247 $ 365,764 $ 222,600 F-7 INVENTRUST PROPERTIES CORP. Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2020 2019 2018 Sale and transfer of investment properties: Net investment properties $ 6,400 $ 286,682 $ 382,241 Accounts and rents receivable, lease intangibles, and deferred costs and other assets 249 9,295 14,692 Accounts payable and accrued expenses, lease intangibles, and other liabilities ( 374 ) ( 9,189 ) ( 13,035 ) Debt extinguished through transfer of properties — — ( 44,331 ) Debt assumed by buyer through disposition of properties — — ( 16,395 ) Gain on sale and transfer of investment properties, net 1,752 62,011 95,097 (Loss) gain on extinguishment of debt, net — ( 2,092 ) 9,157 Debt prepayment penalties — — 3,088 Proceeds from sale and transfer of investment properties, net 8,027 346,707 430,514 Assumption of mortgage principal by buyer — — 16,600 Surrender of mortgage escrows for transferred properties — — 2,160 Credits and other changes in cash inflow, net 429 11,093 16,901 Gross disposition price of investment properties $ 8,456 $ 357,800 $ 466,175 See accompanying notes to the consolidated financial statements. F-8 INVENTRUST PROPERTIES CORP. Notes to Consolidated Financial Statements December 31, 2020, 2019 and 2018 1. Organization On October 4, 2004, InvenTrust Properties Corp. (the "Company") was incorporated as Inland American Real Estate Trust, Inc., as a Maryland corporation and has elected to be taxed, and currently qualifies, as a real estate investment trust ("REIT") for federal tax purposes. The Company changed its name to InvenTrust Properties Corp. in April of 2015 and is focused on owning, managing, acquiring and developing a multi-tenant retail platform. The accompanying consolidated financial statements include the accounts of the Company, as well as all wholly-owned subsidiaries. Subsidiaries generally consist of limited liability companies ("LLCs") and limited partnerships ("LPs"). All significant intercompany balances and transactions have been eliminated. Each retail property is owned by a separate legal entity that maintains its own books and financial records. Each separate legal entity's assets are not available to satisfy the liabilities of other affiliated entities, except as otherwise disclosed in " Note 6. Investment in Unconsolidated Entities ". As of December 31, 2020 and 2019, the Company had an investment in one unconsolidated real estate joint venture, as disclosed in " Note 6. Investment in Unconsolidated Entities ". The Company determined it has a single reportable segment, multi-tenant retail, for disclosure purposes in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP"). Unless otherwise noted, all dollar amounts are stated in thousands, except share, per share and per square foot data. Number of properties and square feet are unaudited. The following table summarizes the Company's retail portfolio as of December 31, 2020 and 2019: Wholly-Owned Retail Properties Unconsolidated Retail Properties 2020 2019 2020 2019 No. of properties 55 54 10 11 Gross Leasable Area (square feet) 8,392,572 8,311,521 2,470,193 2,580,414 Impact of the COVID-19 Pandemic on the Company's Consolidated Financial Statements The Company's business has been, and continues to be, disrupted by the coronavirus disease 2019 ("COVID-19") pandemic. The Company continues to assess the ongoing impact of the COVID-19 pandemic on all aspects of its business, including the impact on its tenants and their ability to make future rental payments in a timely fashion or at all and the possible impairment in value of our investment properties. During the year ended December 31, 2020, deferred rental payments of $ 1,583 became due and payable; the Company has collected $ 1,379 as of December 31, 2020. During the year ended December 31, 2020, the Company had granted approximately $ 5,791 of rental payment deferrals, with contractual payment terms through the year ended December 31, 2023. 2. Basis of Presentation and Summary of Significant Accounting Policies Estimates, Risks, and Uncertainties The accompanying consolidated financial statements have been prepared in accordance with GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates, judgments and assumptions are required in a number of areas, including, but not limited to, evaluating the impairment of long-lived assets, allocating the purchase price of acquired retail properties, determining the fair value of debt and evaluating the collectability of accounts receivable. The Company bases these estimates, judgments and assumptions on historical experience and various other factors that the Company believes to be reasonable under the circumstances. Actual results may differ from these estimates. Reclassifications The Company has made certain reclassifications to the consolidated statements of operations and comprehensive (loss) income for the years ended December 31, 2019 and 2018 to conform to the 2020 presentation, including amounts previously reported as realized and unrealized gains on marketable securities and income tax expense now reported as other income and expense, net. F-9 The Company has made certain reclassifications to the consolidated statements of cash flows for the years ended December 31, 2019 and 2018 to conform to the 2020 presentation, including amounts previously reported as accounts and rents receivable, net, now reported as provision for estimated credit losses. These reclassifications to the consolidated statements of cash flows for the years ended December 31, 2019 and 2018 are limited to changes in presentation and did not result in any change to overall cash flows from operating activities. Variable Interest Entities The Company evaluates its investments in LLCs and LPs to determine whether each such entity may be a variable interest entity ("VIE"). The accounting standards related to the consolidation of VIEs require qualitative assessments to determine whether the Company is the primary beneficiary. Determination of the primary beneficiary is based on whether the Company has (i) power to direct significant activities of the VIE and (ii) an obligation to absorb losses or the right to receive benefits that could be potentially significant to the VIE. The Company consolidates a VIE if it is deemed to be the primary beneficiary. The equity method of accounting is applied to entities in which the Company is not the primary beneficiary, or if the entity is not a VIE and the Company does not have control, but can exercise significant influence over the entity with respect to its operations and major decisions. As of December 31, 2020 and 2019, the Company had no VIEs. Revenue Recognition Adoption of Topic 842 In conjunction with the adoption of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 842, Leases , ("Topic 842") on January 1, 2019, the Company elected the package of practical expedients which permitted the Company to not reassess: (1) whether any expired or existing contracts are, or contain leases; (2) the lease classification for any expired or existing leases; and (3) any initial direct costs for existing leases as of the effective date. Except as described below, the Company's accounting policies and resulting recognition of lease income remained substantially consistent with previous guidance. In addition, the Company has elected the practical expedient of not separating lease and non-lease components for all qualifying leases. In effect, this generally relieves the Company from the requirement to account for certain consideration under FASB ASC 606, Revenue from Contracts with Customers ("Topic 606"). As a result of the accounting policy election, all income arising from leases is presented on a combined basis as lease income, net on the consolidated statements of operations and comprehensive (loss) income. As a result of the narrowed definition of initial direct costs under Topic 842, the Company expenses as incurred certain lease origination costs previously capitalized and amortized to expense over the lease term. Lease Income The majority of revenue recognized from the Company's retail properties is comprised of fixed and variable consideration received from tenants under long-term operating leases with varying terms. Fixed consideration generally consists of minimum lease payments for the rental of retail space while the variable consideration generally consists of reimbursements of the tenant's pro-rata share of certain operating expenses incurred by the Company, including real estate taxes, special assessments, insurance, utilities, common area maintenance, management fees and certain capital repairs. Certain other tenants are subject to net leases whereby the tenant is responsible for fixed minimum lease payments to the Company, as well as directly paying all costs and expenses associated with occupancy to third party service providers. Such direct payments to third parties are not recorded as revenue and expense by the Company. Minimum lease payments are recognized on a straight-line basis over the term of each lease. The cumulative difference between fixed consideration recognized on a straight-line basis and the cash payments due under the provisions of the lease agreements is recorded as deferred rent receivable and is included as a component of accounts and rents receivable on the consolidated balance sheets. The Company records lease termination income when all conditions of a signed termination agreement have been met, the tenant is no longer occupying the property, and termination income amounts due are considered collectible. The Company defers recognition of contingent lease income until the specified target that triggers the contingent lease income is achieved. The Company commences revenue recognition on its leases when the lessee takes possession of, or controls the physical use of, the leased asset, unless the lessee is constructing improvements for which the Company is deemed to be the owner for accounting purposes. If the Company is deemed the owner for accounting purposes, the leased asset is the finished space and revenue recognition commences when the lessee takes possession of it, typically when the improvements are substantially F-10 complete. Alternatively, if the lessee is deemed to be the owner of the improvements for accounting purposes, then the leased asset is the unimproved space, and any tenant improvement allowances funded under the lease are treated as lease incentives, which reduce lease income recognized over the lease term, and the Company commences revenue recognition when the lessee takes possession of the unimproved space. The determination of who owns the tenant improvements, for accounting purposes, is based on contractual rights and subject to judgment. In making that judgment, no one factor is determinative. The Company routinely considers: • whether the lease stipulates how and on what a tenant improvement allowance may be spent; • whether the tenant is required to provide evidence supporting the cost of improvements prior to reimbursement; • whether the tenant or landlord retains legal title to the improvements; • the uniqueness of the improvements; • the expected economic life of the tenant improvements relative to the length of the lease; and • who constructs or directs the construction of the improvements. Staff Q&A, Topic 842 and Topic 840: Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic In April 2020, the FASB issued a document titled Staff Q&A, Topic 842 and Topic 840: Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic ("FASB Q&A document"). The FASB Q&A document permits an election whereby an entity is not required to evaluate whether certain relief provided by a lessor in response to the COVID-19 pandemic is a lease modification (the "COVID-19 election"). An entity that makes this election can then either apply the modification guidance to that relief or account for the concession as if it were contemplated as part of the existing contract. This election is available for concessions related to the effects of the COVID-19 pandemic that do not result in a substantial increase in the rights of the lessor or the obligations of the lessee. In response to receiving numerous rent relief requests, the Company has adopted the COVID-19 election, under which lease amendments providing tenants with COVID-19 related rent relief are not treated as lease modifications unless: • the total payments required by the amended lease are not substantially equal to or less than the total payments required by the original lease; or • the amended lease results in an increase to the lease term. Rent relief has most frequently been requested in the form of deferral of rental payments. A deferral affects the timing of cash receipts, but the amount of consideration is substantially the same as that required by the original lease. Under the Company's COVID-19 election, deferrals are accounted for as if no changes to the lease contract were made. The Company continues to recognize rental income and increase lease receivables during the deferral period. Rent abatements or other reductions in total payments are treated as negative variable rent in the period to which the rent relates. Credit Losses The Company reviews the collectability of amounts due from its tenants on a regular basis. Such reviews consider the tenant's financial condition and payment history and other economic conditions impacting the tenant. Changes in collectability occur when the Company no longer believes it is probable that substantially all the lease payments will be collected over the term of the lease. If collection is not probable, regardless of whether the Company has entered into an amendment to provide the tenant with COVID-19 related rent relief, the lease payments will be accounted for on a cash basis, and revenue will be recorded as cash is received. If reassessed, and the collection of substantially all of the lease payments from the tenant becomes probable, the accrual basis of revenue recognition is reestablished. Beginning on January 1, 2019, the provision for estimated credit losses resulting from changes in the expected collectability of lease payments, including variable payments, is recognized as a direct adjustment to lease income on the consolidated statements of operations and comprehensive (loss) income, and a direct write-off of the operating lease receivables, including straight-line rent receivable, on the consolidated balance sheets. The Company continues to evaluate the impact of the COVID-19 pandemic on its ability to collect future lease payments under the terms of the respective leases. As the duration and severity of the COVID-19 pandemic are still uncertain and continue to evolve, uncertainty exists regarding the Company's provision for estimated credit losses for deferred rental payments receivable, billed rent and straight-line rent receivables. F-11 Other Fee Income The Company recognizes other fee income when it satisfies a performance obligation relating to services provided to its joint venture partnership. The resulting receivables are settled through recurring monthly payments for the services provided over the term of the contract. The Company generally does not receive prepayments for services or recognize revenue prior to being legally entitled to payment. As a result, the Company does not generally record contract assets or contract liabilities. Property management and asset management fees are recognized over time as services are rendered to the joint venture partnership. The bundled services of the property management performance obligation and asset management performance obligation each qualify as a series of distinct services satisfied over time. The variable consideration related to each of the performance obligations is recognized in each of the periods that directly relate to the Company's efforts to provide those services. Accordingly, the Company elected the optional exemption provided by Topic 606 to not disclose information about remaining wholly unsatisfied performance obligations. The variability in timing of the property management and asset management fees, which generally relate to the fluctuation in cash receipts from tenants and potential changes in equity capitalization, are resolved on a monthly basis. For certain services, the Company acts as an agent on behalf of the customer to arrange for performance by a third party. Based on the Company's judgment, both the underlying asset management service activities and the underlying property management service activities are not distinct but are inputs (or fulfillment activities) to provide the combined output (either the overall asset management service or the overall property management service). Leasing commissions and other fees are recognized at a point in time consistent with the underlying service rendered to the joint venture partnership. The leasing performance obligation and other performance obligations are satisfied at the point in which the customer is transferred control over and consumes the benefit of the service. The uncertainty of the leasing commissions and other fees are resolved upon delivery of the underlying service. Generally, the first and second installments of leasing commissions are paid upon lease execution and rent commencement, respectively. Sale of Real Estate The Company derecognizes real estate and recognizes a gain or loss when a contract exists and control of the property has transferred to the buyer. Control of the property, including controlling financial interest, is generally considered to transfer upon closing through transfer of the legal title and possession of the property, at which point the Company recognizes a gain or loss equal to the difference between the transaction price and the carrying amount of the property. Acquisition of Real Estate The Company evaluates the inputs, processes and outputs of each asset acquired to determine if the transaction is a business combination or asset acquisition. If an acquisition qualifies as a business combination, the related transaction costs are recorded as an expense in the consolidated statements of operations and comprehensive (loss) income. If an acquisition qualifies as an asset acquisition, the related transaction costs are generally capitalized and amortized over the useful life of the acquired assets. Generally, acquisition of real estate qualifies as an asset acquisition. The Company allocates the purchase price of real estate to land, building, other building improvements, tenant improvements, intangible assets and liabilities (such as the value of above- and below-market leases, in-place leases and origination costs associated with in-place leases). The values of above- and below-market leases are recorded as intangible assets, net, and intangible liabilities, net, respectively, on the consolidated balance sheets, and are amortized as either a decrease (in the case of above-market leases) or an increase (in the case of below-market leases) to lease income over the remaining term of the associated tenant lease. The values, if any, associated with in-place leases are recorded in intangible assets, net, on the consolidated balance sheets and are amortized to depreciation and amortization expense on the consolidated statements of operations and comprehensive (loss) income over the remaining lease term. The difference between the contractual rental rates and the Company's estimate of market rental rates is measured over a period equal to the remaining non-cancelable term of the leases plus the term of any below-market renewal options. For the amortization period, the remaining term of leases with renewal options at terms below market reflect the assumed exercise of such below-market renewal options, if reasonably assured. If a tenant vacates its space prior to the contractual expiration of the lease and no rental payments are being made on the lease, any unamortized balance of the related intangible asset or liability is written off. Tenant improvements are depreciated and origination costs are amortized over the remaining term of the lease or charged against earnings if the lease is terminated prior to its contractual expiration date. F-12 The Company performs, with the assistance of a third-party valuation specialist, the following procedures for assets acquired: • Estimate the value of the property "as if vacant" as of the acquisition date; • Allocate the value of the property among land, building, and other building improvements and determine the associated useful life for each; • Calculate the value and associated life of above- and below-market leases on a tenant-by-tenant basis. The difference between the contractual rental rates and the Company’s estimate of market rental rates is measured over a period equal to the remaining term of the leases (using a discount rate which reflects the risks associated with the leases acquired, including geographical location, size of leased area, tenant profile and credit risk); • Estimate the fair value of the tenant improvements, legal costs and leasing commissions incurred to obtain the leases and calculate the associated useful life for each; • Estimate the fair value of assumed debt, if any; and • Estimate the intangible value of the in-place leases based on lease execution costs of similar leases as well as lost rent payments during an assumed lease-up period and their associated useful lives on a tenant-by-tenant basis. Properties Held for Sale In determining whether to classify a property as held for sale, the Company considers whether: (i) management has committed to a plan to sell the property; (ii) the property is available for immediate sale, in its present condition; (iii) the Company has initiated a program to locate a buyer; (iv) the Company believes that the sale of the property is probable; (v) the Company has received a significant non-refundable deposit for the purchase of the property; (vi) the Company is actively marketing the property for sale at a price that is reasonable in relation to its estimated fair value; and (vii) actions required for the Company to complete the plan indicate that it is unlikely that any significant changes will be made to the plan. When all criteria are met, the property is classified as held for sale and carried at the lower of cost or estimated fair value less costs to sell. Additionally, if the sale represents a strategic shift that has (or will have) a major effect on the Company's results and operations, the income and expenses for the period are classified as discontinued operations on the consolidated statements of operations and comprehensive (loss) income for all periods presented. Impairment of Long Lived Assets The Company assesses the carrying values of long-lived tangible and intangible assets whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable, such as a reduction in the expected holding period of a property. If it is determined that the carrying value is not recoverable because the expected undiscounted cash flows do not exceed that carrying value, the Company records an impairment loss to the extent that the carrying value exceeds the estimated fair value. The valuation and possible subsequent impairment of investment properties is a significant estimate that can and does change based on the Company's continuous process of analyzing each property's economic condition at a point in time and reviewing assumptions about uncertain inherent factors, including observable inputs such as contractual revenues and unobservable inputs such as forecasted revenues and expenses, estimated net disposition proceeds, and discount rate. These unobservable inputs are based on a property's market conditions and expected growth rates. However, assumptions and estimates about future cash flows and capitalization rates are complex and subjective. Changes in economic and operating conditions and the Company's ultimate investment intent that occur subsequent to the impairment analyses could impact these assumptions and result in additional impairment of the investment properties. Periodically, management assesses whether there are any indicators that the carrying value of the Company's investments in unconsolidated entities may be other-than-temporarily impaired. To the extent other-than-temporary impairment has occurred, the loss is measured as the excess of the carrying value of the investment over the estimated fair value of the investment. The estimated fair value of the investment is generally derived from the cash flows generated from the underlying real property investments of the investee. Real Estate Capitalization and Depreciation Real estate is reflected at cost less accumulated depreciation within investment properties on the consolidated balance sheets. Ordinary repairs and maintenance are expensed as incurred. Depreciation expense is computed using the straight-line method. A range of estimated useful lives of 15 - 30 years is used for buildings and other improvements, and a range of 5 - 20 years is used for furniture, fixtures and equipment. Finance lease asset F-13 amortization is computed using the straight-line method over the lease term and included in depreciation and amortization on the consolidated statements of operations and comprehensive (loss) income. Tenant improvements not of use to subsequent tenants are amortized on a straight-line basis over the lesser of the life of the tenant improvement or the lease term. Amortization is included in depreciation and amortization on the consolidated statements of operations and comprehensive (loss) income. Deferred leasing costs are recognized as a part of deferred costs and other assets, net, on the consolidated balance sheets and are amortized to depreciation and amortization on the consolidated statements of operations and comprehensive (loss) income over the remaining term of the associated tenant lease. Direct and indirect costs that are clearly related to the construction and improvements of investment properties are capitalized. Costs incurred for interest, property taxes and insurance are capitalized during periods in which activities necessary to prepare the property for its intended use are in progress. Cash and Cash Equivalents The Company considers all demand deposits, money market accounts and investments in certificates of deposit and repurchase agreements with a maturity of three months or less, at the date of purchase, to be cash equivalents. The Company maintains its cash and cash equivalents at financial institutions. The combined account balances at one or more institutions generally exceed the Federal Deposit Insurance Corporation ("FDIC") insurance coverage. The Company periodically assesses the credit risk associated with these financial institutions. There is what the Company believes to be insignificant credit risk related to amounts on deposit in excess of FDIC insurance coverage. Restricted Cash Restricted cash consists of lenders’ escrows, operating real estate escrows for taxes, insurance, capital expenditures and payments required under certain lease agreements, and funds restricted through lender or other agreements, including funds held in escrow for future acquisitions. Derivative Instruments In the normal course of business, the Company is exposed to the effect of interest rate changes. The Company's objective in using interest rate derivatives is to manage its exposure to interest rate movements and add stability to interest expense. To accomplish this objective, the Company uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed rate payments over the life of the agreement without exchange of the underlying notional amount. The Company has a policy of only entering into contracts with established financial institutions based upon their credit ratings and other factors. When viewed in conjunction with the underlying and offsetting exposure that the derivatives are designed to hedge, the Company has not sustained a material loss from those instruments, nor does it anticipate any material adverse effect on its net income or financial position in the future from the use of derivatives. The Company recognizes all derivatives on the consolidated balance sheets at fair value. Additionally, the fair value adjustments will affect either equity or net income depending on whether the derivative instruments qualify as a hedge for accounting purposes and, if so, the nature of the hedging activity. When the underlying transaction is terminated or completed, all changes in the fair value of the instrument are marked-to-market with changes in value included in net income each period until the instrument matures. Any derivative instrument used for risk management that does not meet the criteria for hedge accounting is marked-to-market each period on the consolidated statements of operations and comprehensive (loss) income. The Company does not use derivatives for trading or speculative purposes. Fair Value Measurements In accordance with FASB ASC 820, Fair Value Measurement and Disclosures ("Topic 820"), the Company defines fair value based on the price that would be received upon sale of an asset or the exit price that would be paid to transfer or settle a liability in an orderly transaction between market participants at the measurement date. The Company uses a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value. The fair value hierarchy consists of the three broad levels described below: • Level 1 - Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. F-14 • Level 2 - Observable inputs, other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. • Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The Company has estimated the fair value of its financial instruments and non-financial assets using available market information and valuation methodologies the Company believes to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts that would be realized upon disposition. The carrying amounts of cash and cash equivalents, restricted cash, accounts and rents receivables, other assets, accounts payable, accrued expenses and other liabilities reasonably approximate fair value, in management’s judgment, because of their short-term nature. Fair value information pertaining to derivative financial instruments, investment properties, investments in unconsolidated entities and debt is provided in "Note 9. Fair Value Measurements" . Income Taxes The Company is qualified and has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the "Code") for federal income tax purposes commencing with the tax year ended December 31, 2005. Since the Company qualifies for taxation as a REIT, the Company generally is not subject to federal income tax on taxable income distributed to stockholders. To continue to qualify as a REIT, the Company generally is required to distribute at least 90% of its REIT taxable income (subject to certain adjustments) to its stockholders each year (the "90% Distribution Requirement"). If the Company fails to qualify as a REIT in any taxable year, without the benefit of certain relief provisions, the Company will be subject to federal and state income tax on its taxable income at regular corporate tax rates. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income, property or net worth and federal income and excise taxes on its undistributed income. From time to time, the Company may elect to treat certain of its consolidated subsidiaries as taxable REIT subsidiaries ("TRSs") pursuant to the Code. Among other activities, TRSs may participate in non-real estate related activities and/or perform non-customary services for tenants and are subject to federal and state income tax at regular corporate tax rates. During 2020, the Company either revoked the TRS elections or dissolved the legal entities for any of its consolidated subsidiaries that were TRSs. The Company accounts for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the estimated future tax consequences attributed to differences between the GAAP carrying amounts of existing assets and liabilities and their respective tax bases. In assessing the realizability of the resulting deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of December 31, 2019, Management determined it was more likely than not that the Company would not have realized $ 26,427 of benefits relating to deductible differences. Accordingly, a valuation allowance was recognized to reduce the deferred tax assets to zero. At the time of revocation or liquidation in 2020, the TRSs had approximately $ 26,153 of gross deferred tax asset and a corresponding valuation allowance of $ 26,153 . As a result, both the gross deferred tax asset and valuation allowance were reversed resulting in a net zero impact to both the net deferred tax asset and income tax expense. As of December 31, 2020, the Company has no significant deferred tax assets/liabilities. Income tax expense for the years ended December 31, 2020, 2019 and 2018 is generally comprised of federal and state taxes paid by consolidated TRSs and certain state taxes paid by the Company. Under the federal legislation enacted on March 27, 2020, known as the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), certain limitations on the deductibility of net operating losses ("NOLs") enacted under prior federal tax legislation have been temporarily rolled back. In particular, the CARES Act permits businesses to carryback NOLs generated in taxable years beginning after December 31, 2017 and before January 1, 2021 to the previous five years and temporarily suspends, until taxable years beginning after December 31, 2020, the annual limit of 80% on the amount of taxable income that NOLs generated in taxable years beginning after December 31, 2017 may offset. As a result of the anticipated NOL carryback claims for the Company's TRSs, total additional tax benefits of $ 1,172 have been recognized as part of other income and expense, net, on the consolidated statement of operations and comprehensive (loss) income for the year ended December 31, 2020. The Company has accrued no material interest or penalties relating to income taxes. As of December 31, 2020, the Company's 2019, 2018, and 2017 tax years remain subject to examination by U.S. and various state tax jurisdictions. F-15 Share-Based Compensation As of December 31, 2020, the Company has one share-based compensation plan under which time-based restricted stock units ("RSUs") and performance-based RSUs have been issued with tandem dividend equivalents. Compensation expense related to these awards, which are generally equity classified, and the tandem dividend equivalent cash payments are recognized as a part of general and administrative expenses on the consolidated statements of operations and comprehensive (loss) income. Time-based awards are generally measured at grant date fair value and not subsequently re-measured. Compensation expense related to these awards is recognized on a straight-line basis over the vesting period. Performance-based awards are measured at grant date fair value and each grantee is eligible to vest in a number of RSUs ranging from 0 % to 100 % of the total number granted based on specified performance levels. For awards with a performance condition, compensation cost is recognized when the performance condition is considered probable of achievement. If a performance award has more than one potential outcome, recognition of compensation cost is based on the most likely outcome. During the service period, a cumulative catch-up approach is used to account for changes in the assessment of which outcome is most likely to occur. Absent a change in the determination of the most likely outcome, compensation expense related to these awards would be recognized on a straight-line basis from the grant date through the vesting date. Forfeitures of awards are recognized as they occur. Recently Issued Accounting Pronouncements Adopted Standard Description Date of adoption Effect on the financial statements or other significant matters ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement ASU No. 2018-13 is intended to improve the effectiveness of the disclosures required by Topic 820, Fair Value Measurement by eliminating, amending, or adding certain disclosures. Certain amendments require a prospective transition method, while others require a retrospective transition method. January 2020 The Company adopted the amendments of ASU No. 2018-13 on the applicable basis required, either prospective or retrospective. The standard only impacts fair value measurement disclosures, and therefore did not have an impact on the Company's consolidated financial position, results of operations, or cash flows. ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting and related updates ASU 2020-04 is intended to provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. Topic 848 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. Application of these expedients, which may be elected over time as reference rate reform activities occur, preserves the presentation of derivatives consistent with past presentation. January 2020 The Company adopted ASU No. 2020-04 and the related updates. The relevant guidance and practical expedients of Topic 848 have been elected as of January 1, 2020. Most prominently, the Company has elected the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. The Company is continuing to evaluate this guidance and may apply other elections as applicable as additional changes in the market occur. The Company expects the application of Topic 848 to assist in preserving the Company's presentation of derivatives as cash flow hedges. Other recently issued accounting standards or pronouncements not disclosed in the foregoing tables have been excluded because they are either not relevant to the Company, or are not expected to have, or did not have, a material effect on the consolidated financial statements of the Company. F-16 3. Revenue Recognition Operating Leases Minimum lease payments to be received under long-term operating leases and short-term specialty leases, excluding additional percentage rent based on tenants' sales volume and tenant reimbursements of certain operating expenses, and assuming no exercise of renewal options or early termination rights, are as follows: For the year ending December 31, As of December 31, 2020 2021 $ 142,003 2022 124,714 2023 110,543 2024 95,002 2025 77,835 Thereafter 263,438 Total $ 813,535 The table above includes payments from tenants who have taken possession of their space and tenants who have been moved to the cash basis of accounting for revenue recognition purposes. The remaining lease terms range from less than one year to seventy-eight years . The following table reflects the disaggregation of lease income, net: Year Ended December 31, 2020 2019 2018 Minimum lease payments $ 143,073 $ 157,041 $ 170,379 Tax and insurance recoveries 28,827 32,347 33,177 Common area maintenance and other recoveries 21,035 23,363 24,817 Amortization of above and below-market leases and lease inducements, net 7,060 6,148 5,347 Short-term, termination fee and other lease income 4,081 3,311 2,840 Uncollectible straight-line rent ( 3,214 ) ( 145 ) — Uncollectible billed rent and recoveries ( 7,905 ) ( 1,412 ) — Lease income, net $ 192,957 $ 220,653 $ 236,560 Other Fee Income Other fee income is derived from services provided to the Company's unconsolidated real estate joint venture and therefore deemed to be related party transactions. The property management, asset management, leasing and other services are provided over the term of the contract which has a remaining original duration through 2023. The Company had receivables of $ 327 and $ 460 as of December 31, 2020 and 2019, respectively, which are included in deferred costs and other assets, net on the consolidated balance sheets. The following table reflects the disaggregation of other fee income: Timing of Satisfaction of Performance Obligations Year Ended December 31, 2020 2019 2018 Property management fee Over time $ 2,093 $ 2,421 $ 2,626 Asset management fee Over time 1,098 1,074 1,080 Leasing commissions and other fees Point in time 456 361 684 Other fee income $ 3,647 $ 3,856 $ 4,390 F-17 4. Acquired Properties The following table reflects the retail properties acquired, accounted for as asset acquisitions, during the year ended December 31, 2020: Acquisition Date Property Metropolitan Area Gross Acquisition Price Square Feet February 25, 2020 Trowbridge Crossing Atlanta, GA $ 10,950 62,600 March 10, 2020 Antoine Town Center (a) Houston, TX 22,254 110,500 November 6, 2020 Eldridge Town Center Kroger (b) Houston, TX 9,043 64,722 $ 42,247 237,822 (a) This retail property was acquired from the Company's unconsolidated joint venture, as disclosed in "Note 6. Investment in Unconsolidated Entities" . (b) The assets, liabilities and operations of the underlying real estate acquired are combined for presentation purposes with the retail property already owned by the Company. The following table reflects the retail properties acquired, accounted for as asset acquisitions, during the year ended December 31, 2019: Acquisition Date Property Metropolitan Area Gross Acquisition Price Square Feet January 31, 2019 Commons at University Place Raleigh $ 23,250 92,000 March 20, 2019 Lakeside Winter Park and Lakeside Crossings Orlando 63,500 76,000 April 30, 2019 Scofield Crossing (a) Austin 3,000 64,000 May 7, 2019 Tomball Town Center Kroger Houston 13,992 74,000 June 14, 2019 Sandy Plains Outparcel (b) Atlanta 2,900 6,000 June 28, 2019 Shops at Fairview Town Center Dallas 36,000 67,500 July 11, 2019 Southern Palm Crossing Miami 96,750 346,200 September 9, 2019 Travilah Square Washington, D.C. 52,272 58,300 September 13, 2019 Eldorado Marketplace Dallas 70,850 189,500 September 27, 2019 Garden Village Outparcel (b) Los Angeles 3,250 3,900 $ 365,764 977,400 (a) The building and tenant improvements acquired were subject to an existing ground lease at the property. (b) The assets, liabilities and operations of the outparcels acquired are combined for presentation purposes with retail properties already owned by the Company. Transaction costs of $ 121 and $ 2,334 were capitalized during the years ended December 31, 2020 and 2019, respectively. F-18 5. Disposed Properties The following table reflects the real property disposed of during the year ended December 31, 2020: Date Property Metropolitan Area Square Feet Gross Disposition Price Gain (Loss) on Sale, net February 10, 2020 University Oaks Shopping Center (a) Round Rock, TX N/A $ 527 $ 357 February 12, 2020 Centerplace of Greeley (a) Greeley, CO N/A 123 100 May 1, 2020 Woodlake Crossing San Antonio, TX 160,000 5,500 ( 213 ) September 30, 2020 Eldridge Town Center (a) Houston, TX N/A 451 424 November 25, 2020 Antoine Town Center (b) Houston, TX 1,610 800 66 December 31, 2020 Eldridge Town Center (a) Houston, TX N/A 1,055 1,018 161,610 $ 8,456 $ 1,752 (a) The Company recognized a gain on sale related to the completion of partial condemnations at these retail properties. (b) The Company recognized a gain on sale related to the disposition of an outparcel at this retail property. The following table reflects the retail properties disposed of during the year ended December 31, 2019: Disposition Date Property Metropolitan Area Square Feet Gross Disposition Price Gain (Loss) on Sale, net Loss on Extinguishment of Debt April 3, 2019 Brooks Corner San Antonio 173,000 $ 26,300 $ 5,531 $ ( 809 ) May 31, 2019 Silverlake Cincinnati 101,000 6,650 131 — August 15, 2019 Promenade Fultondale Birmingham, AL 207,600 23,200 1,861 — August 21, 2019 Crossroads at Chesapeake Square and Chesapeake Commons Virginia Beach 198,700 23,100 1,353 — September 10, 2019 West Creek Austin 53,300 18,700 5,962 — September 13, 2019 Boynton Commons Miami 210,300 50,000 18,405 — September 25, 2019 Quebec Square Denver 207,600 42,250 ( 800 ) ( 2,092 ) October 11, 2019 Northwest Marketplace Houston 185,200 29,500 7,037 — November 14, 2019 White Oak Crossing Raleigh 564,700 92,500 21,737 — November 20, 2019 Woodbridge Crossing Dallas 197,000 45,600 794 — 2,098,400 $ 357,800 $ 62,011 $ ( 2,901 ) F-19 6. Investment in Unconsolidated Entities Joint Venture Interests IAGM As of December 31, 2020 and 2019, the Company owned a 55 % interest in one unconsolidated entity, IAGM Retail Fund I, LLC ("IAGM"), a joint venture partnership between the Company and PGGM Private Real Estate Fund ("PGGM"). As of December 31, 2020 and 2019, the carrying value of the Company's investment in IAGM was $ 109,051 and $ 118,861 , respectively. IAGM was formed on April 17, 2013 for the purpose of acquiring, owning, managing, supervising and disposing of retail properties and sharing in the profits and losses from those retail properties and their activities. The Company contributed 14 properties to IAGM during the year ended December 31, 2013, and treated the contributions as partial sales under FASB Topic 360-20, "Property, Plant and Equipment - Real Estate Sales." The resulting deferred aggregate gain of $ 15,625 was reflected as a basis adjustment and subsequently amortized over 30 years, consistent with the depreciation period of the investee's underlying assets. The Company's adoption of ASU No. 2017-05, Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets on January 1, 2018, resulted in the remaining $ 12,756 of the aforementioned deferred gain being recognized through beginning distributions in excess of accumulated net income. The Company analyzed the joint venture agreement and determined that IAGM was not a VIE. The Company also considered the joint venture partners' participating rights under the joint venture agreement and determined that the joint venture partners have the ability to participate in major decisions, which equates to shared decision making. Accordingly, the Company has significant influence but does not control IAGM. Therefore, IAGM was not consolidated by the Company, and the equity method of accounting was applied. Under the equity method of accounting, the net equity investment of the Company and the Company's share of net income or loss from the unconsolidated entity are reflected in the consolidated balance sheets and the consolidated statements of operations and comprehensive (loss) income. During the year ended December 31, 2020, the Company acquired Antoine Town Center from IAGM for $ 22,254 , an estimated fair value determined by independent appraisal, which resulted in IAGM recognizing a gain on sale of $ 1,741 . The Company deferred its share of IAGM's gain on sale of $ 958 and began amortizing the gain over 30 years as an increase to equity in earnings. Subsequent to purchasing Antoine Town Center, the Company completed a sale of an outparcel at this retail property to an unrelated third party which resulted in recognizing $ 54 of previously deferred gain. During the year ended December 31, 2020, IAGM recognized a provision for asset impairment of $ 11,015 on one retail property, of which the Company's share of this provision for asset impairment was $ 6,059 , as disclosed in "Note 9. Fair Value Measurements" . During the year ended December 31, 2020, IAGM prepaid a $ 14,872 mortgage payable with cash on hand. During the year ended December 31, 2019, IAGM disposed of Rockwell Plaza, a 255,000 square foot retail property, for a gross disposition price of $ 20,500 and recognized a provision for asset impairment of $ 1,443 and a loss on sale of $ 559 . The Company's share of IAGM's provision for asset impairment was $ 794 , and its share of the loss on sale was $ 307 . Proceeds from the sale were used to extinguish the related $ 16,250 non-recourse mortgage loan. During the year ended December 31, 2018, IAGM recognized a provision for asset impairment of $ 3,673 on three retail properties and a loss on sale of $ 4,135 on two retail properties. For the year ended December 31, 2018, the Company's share of IAGM's provision for asset impairment and loss on sale was $ 2,020 and $ 2,274 , respectively. During the year ended December 31, 2020, IAGM entered into two interest rate swap agreements to achieve fixed interest rates on its senior secured term loan facility previously subject to variability in the London Inter-bank Offered Rate ("LIBOR"). Each of the interest rate swaps have an effective date of April 1, 2020 and a termination date of November 2, 2023. One interest rate swap has a notional amount of $ 45,000 and achieves a fixed interest rate of 1.979 %. The other interest rate swap has a notional amount of $ 30,000 and achieves a fixed interest rate of 1.956 %. The Company recognizes its share of gains or losses resulting from IAGM's interest rate swaps as an adjustment to the Company's investment in IAGM and an increase or decrease in comprehensive income. As of December 31, 2020, the interest rate swaps were recorded as a liability with a fair value of $ 525 on IAGM's consolidated balance sheet, of which the Company's share was $ 289 . F-20 Downtown Railyard Ventures, LLC On September 30, 2015, the Company was admitted as a member to Downtown Railyard Venture, LLC ("DRV"), which was a joint venture established for the purpose of developing and selling a land development in Sacramento, California. During the year ended December 31, 2018, the Company recorded an other-than-temporary impairment of $ 29,933 on DRV due to a reduction in the expected hold period, thereby reducing the investment to an estimated fair value that the Company believed would be most probable of realization if the investment was liquidated. On June 24, 2019, the Company liquidated all interests in DRV in exchange for $ 30,000 of cash consideration. As a result of the other-than-temporary impairment recorded in 2018, the liquidation of interests resulted in no gain or loss being recognized in 2019. The Company has no continuing involvement with DRV. Condensed Financial Information The following table presents condensed balance sheet information for IAGM. As of December 31, 2020 December 31, 2019 Assets: Net investment properties $ 387,394 $ 425,585 Other assets 72,453 66,437 Total assets 459,847 492,022 Liabilities and equity: Mortgage debt, net 242,388 256,732 Other liabilities 19,144 20,765 Equity 198,315 214,525 Total liabilities and equity 459,847 492,022 Company's share of equity 109,928 118,861 Outside basis difference, net (a) ( 877 ) — Carrying value of investments in unconsolidated entities $ 109,051 $ 118,861 (a) The outside basis difference relates to the unamortized deferred gain on sale of Antoine Town Center. The following table presents condensed income statement information of IAGM and disposed joint ventures. Year ended December 31, IAGM 2020 2019 2018 Total income $ 46,259 $ 53,396 $ 57,649 Depreciation and amortization ( 16,303 ) ( 20,135 ) ( 21,001 ) Property operating ( 7,143 ) ( 8,372 ) ( 8,898 ) Real estate taxes ( 8,687 ) ( 9,426 ) ( 9,891 ) Asset management fees ( 1,098 ) ( 1,073 ) ( 1,080 ) Interest expense, net ( 7,455 ) ( 10,882 ) ( 13,193 ) Other (expense) and income, net ( 307 ) 157 237 Loss on debt extinguishment ( 8 ) — ( 20 ) Gain (loss) on sale of real estate, net 1,741 ( 559 ) ( 4,135 ) Provision for asset impairment ( 11,016 ) ( 1,443 ) ( 3,673 ) Net (loss) income ( 4,017 ) 1,663 ( 4,005 ) Disposed joint venture activity Net (loss) income — ( 4,869 ) 573 Total net (loss) income of unconsolidated entities $ ( 4,017 ) $ ( 3,206 ) $ ( 3,432 ) Company's share of net loss $ ( 2,264 ) $ ( 3,446 ) $ ( 1,870 ) Outside basis adjustment for investee's sale of real estate, net ( 877 ) 4,403 — Impairment of DRV — — ( 29,933 ) Distributions in excess of the investments' carrying value — — 410 Equity in (losses) earnings and (impairment), net, of unconsolidated entities $ ( 3,141 ) $ 957 $ ( 31,393 ) F-21 The following table summarizes the scheduled maturities of IAGM's mortgages payable as of December 31, 2020: Scheduled maturities by year: As of December 31, 2020 2021 $ 23,150 2022 — 2023 180,125 2024 — 2025 22,880 Thereafter 17,800 Total $ 243,955 As of December 31, 2020, none of IAGM's mortgages payable are recourse to the Company. It is anticipated that the joint venture will be able to repay, refinance or extend all of its debt on a timely basis. 7. Intangible Assets, Liabilities, and Deferred Leasing Costs The following table summarizes the Company’s identified intangible assets, liabilities, and deferred leasing costs as of December 31, 2020 and 2019: As of December 31, 2020 2019 Intangible assets: In-place leases $ 146,484 $ 158,002 Above-market leases 15,124 16,625 Intangible assets 161,608 174,627 Accumulated amortization: In-place leases ( 58,571 ) ( 51,471 ) Above-market leases ( 7,315 ) ( 6,796 ) Accumulated amortization ( 65,886 ) ( 58,267 ) Intangible assets, net $ 95,722 $ 116,360 Intangible liabilities: Below-market leases $ 64,963 $ 69,161 Accumulated amortization ( 30,091 ) ( 26,519 ) Intangible liabilities, net $ 34,872 $ 42,642 Deferred leasing costs: Leasing costs $ 15,029 $ 14,806 Accumulated amortization ( 4,298 ) ( 3,896 ) Deferred leasing costs, net $ 10,731 $ 10,910 The following table provides a summary of the amortization related to intangible assets, liabilities, and deferred leasing costs for the years ended December 31, 2020, 2019 and 2018: Year ended December 31, 2020 2019 2018 Intangible assets: In-place leases $ 22,994 $ 24,601 $ 22,523 Above-market leases 2,446 2,613 3,036 Amortization of intangible assets $ 25,440 $ 27,214 $ 25,559 Intangible liabilities: Amortization of below-market leases $ 9,468 $ 8,736 $ 8,570 Deferred leasing costs: Amortization of deferred leasing costs $ 1,913 $ 2,311 $ 2,036 F-22 The following table provides a summary of the amortization during the next five years and thereafter related to deferred costs and intangible assets and liabilities as of December 31, 2020: Year ending December 31, In-place leases Above market leases Deferred leasing costs Below market leases 2021 $ 17,054 $ 1,804 $ 2,842 $ 6,276 2022 13,151 1,304 1,619 4,798 2023 11,124 1,079 1,389 3,697 2024 9,551 834 1,114 2,993 2025 8,331 627 978 2,558 Thereafter 28,702 2,161 2,789 14,550 Total $ 87,913 $ 7,809 $ 10,731 $ 34,872 8. Debt As of December 31, 2020, the Company's total debt, net, was $ 555,109 , which consists of mortgages payable, net, of $ 106,728 , credit agreements, net, of $ 50,000 , and unsecured term loans, net, of $ 398,381 . The Company believes that it has the ability to repay, refinance or extend any of its debt, and that it has adequate sources of funds to meet short-term cash needs related to its mortgages payable. It is anticipated that the Company will use proceeds from property sales, cash on hand, and available capacity on credit agreements, if any, to repay, refinance or extend the mortgages payable maturing in the near term. The Company's credit agreements and mortgage loans require compliance with certain covenants, such as debt service coverage ratios, investment restrictions and distribution limitations. As of December 31, 2020 and 2019, the Company was in compliance with all loan covenants. Mortgages payable As of December 31, 2020 and 2019, the Company had the following mortgages payable outstanding: December 31, 2020 December 31, 2019 Mortgages payable (a) $ 107,261 $ 176,051 Discount, net of accumulated amortization ( 84 ) ( 121 ) Debt issuance costs, net of accumulated amortization ( 449 ) ( 609 ) Total mortgages payable, net $ 106,728 $ 175,321 (a) Mortgages payable had fixed interest rates ranging from 3.49 % to 4.58 %, with a weighted average interest rate of 4.07 % as of December 31, 2020, and 3.49 % to 5.49 %, with a weighted average interest rate of 4.34 % as of December 31, 2019. The following table shows the scheduled maturities of the Company's mortgages payable as of December 31, 2020: Scheduled maturities by year: As of December 31, 2020 2021 $ — 2022 22,834 2023 40,097 2024 15,700 2025 28,630 Thereafter — Total $ 107,261 During the year ended December 31, 2020, the Company repaid $ 67,349 of mortgages payable on three retail properties with cash on hand. F-23 Credit Agreements Revolving line of credit On December 21, 2018, the Company entered into an unsecured revolving credit agreement, which amended and restated the Company’s prior unsecured revolving credit agreement in its entirety, and provides for a $ 350,000 unsecured revolving line of credit (the "Revolving Credit Agreement"). For general corporate purposes and to increase its financial flexibility in light of the COVID-19 pandemic, the Company drew $ 150,000 on the Revolving Credit Agreement at an interest rate reflecting 1-Month LIBOR plus 1.05 % during the second quarter of 2020. The Company subsequently repaid $ 100,000 of that draw during the fourth quarter of 2020. The Revolving Credit Agreement has a 4-year term maturing on December 21, 2022, with two six month extension options. As of December 31, 2020 and 2019, the Company had borrowed a total of $ 50,000 at an interest rate of 1.19 % and no outstanding borrowings, respectively, under the Revolving Credit Agreement, and a facility fee of 0.15 % based on the Company's total leverage ratio. As of December 31, 2020, $ 300,000 of the facility was undrawn. Unsecured term loans The Company has $ 400,000 in unsecured term loans (the "Term Loan Agreement"). The Term Loan Agreement consists of two tranches: a $ 250,000 5-year tranche maturing on December 21, 2023, and a $ 150,000 5.5-year tranche maturing on June 21, 2024. Interest rates are based on the Company's total leverage ratio or, at the Company's one-time irrevocable option, upon achievement of an investment-grade credit rating. As of December 31, 2020 and 2019, the Company had the following borrowings outstanding under its unsecured term loans: December 31, 2020 December 31, 2019 Principal Balance Interest Rate Principal Balance Interest Rate Maturity Date $ 250.0 million 5 year - swapped to fixed rate $ 100,000 2.6795 % (a) $ 100,000 2.6795 % (a) December 21, 2023 $ 250.0 million 5 year - swapped to fixed rate 100,000 2.6795 % (a) 100,000 2.6795 % (a) December 21, 2023 $ 250.0 million 5 year - variable rate 50,000 1.3548 % (b) 50,000 2.8911 % (c) December 21, 2023 $ 150.0 million 5.5 year - swapped to fixed rate 50,000 2.6915 % (a) 50,000 2.6915 % (a) June 21, 2024 $ 150.0 million 5.5 year - swapped to fixed rate 50,000 2.6990 % (a) 50,000 2.6690 % (a) June 21, 2024 $ 150.0 million 5.5 year - variable rate 50,000 1.3548 % (b) 50,000 2.8911 % (c) June 21, 2024 Total unsecured term loans 400,000 400,000 Issuance costs, net of accumulated amortization ( 1,619 ) ( 2,471 ) Total outstanding credit agreements, net $ 398,381 $ 397,529 (a) As of December 31, 2020, the Company has four interest rate swap agreements, of which two each have a notional amount of $ 100,000 , an effective date of December 2, 2019, a termination date of December 21, 2023, and achieve a fixed interest rate of 2.68 %. The other two interest rate swap agreements each have a notional amount of $ 50,000 , an effective date of December 2, 2019, a termination date of June 21, 2024, and achieve fixed interest rates of 2.69 % and 2.70 %. (b) Interest rate reflects 1-Month LIBOR plus 1.20 % effective December 1, 2020. (c) Interest rate reflects 1-Month LIBOR plus 1.20 % as of December 2, 2019. As of December 31, 2020, each of the Company's interest rate swaps are in a liability position and included within other liabilities on the consolidated balance sheets. As of December 31, 2019, each of the Company's interest rate swaps were in an asset position and included within deferred costs and other assets, net on the consolidated balance sheets. The Company has designated these interest rate swaps as cash flow hedges. The following table represents the effect of the derivative financial instruments on the consolidated financial statements: Location and amount of (loss) gain recognized in accumulated comprehensive income Location and amount of (loss) gain reclassified from accumulated comprehensive income into net (loss) income Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded 2020 2019 2018 2020 2019 2018 2020 2019 2018 Unrealized (loss) gain on derivatives $ ( 16,199 ) 816 923 Interest expense, net $ ( 2,693 ) $ 1,396 956 Interest expense, net $ 18,749 $ 22,717 24,943 F-24 9. Fair Value Measurements Recurring Measurements The following financial instruments are remeasured at fair value on a recurring basis: Fair Value Measurements as of Cash Flow Hedges: (a) December 31, 2020 December 31, 2019 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative interest rate assets (b) $ — $ — $ — $ — $ 1,057 $ — Derivative interest rate liabilities (c) — $ ( 12,449 ) — — — — (a) During the twelve months subsequent to December 31, 2020, an estimated $ 4,221 of derivative interest rate liabilities recognized in accumulated comprehensive (loss) income will be reclassified into earnings. (b) Recognized as a part of deferred costs and other assets, net, on the consolidated balance sheets. (c) Recognized as a part of other liabilities on the consolidated balance sheets. Level 1 At December 31, 2020 and 2019, the Company had no level one recurring fair value measurements. Level 2 To calculate the fair value of the derivative interest rate instruments, the Company primarily uses quoted prices for similar contracts and inputs based on data that are observed in the forward yield curve that is widely observable in the marketplace. The Company also incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements that utilize Level 3 inputs, such as estimates of current credit spreads. As of December 31, 2020 and 2019, the Company determined that the credit valuation adjustments associated with nonperformance risk are not significant to the overall valuation of its derivatives. As a result, the Company's derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. Level 3 At December 31, 2020 and 2019, the Company had no level three recurring fair value measurements. Non-Recurring Measurements Investment Properties During the year ended December 31, 2020, the Company identified one retail property that had a reduction in its expected holding period and recorded a provision for asset impairment of $ 9,002 on the consolidated statement of operations and comprehensive (loss) income as a result of the fair value being lower than the property's carrying value. The Company's fair value was based on an executed sales contract. This property was disposed of on May 1, 2020. During the year ended December 31, 2019, the Company identified one retail property that had a reduction in its expected holding period and recorded a provision for asset impairment of $ 2,359 on the consolidated statement of operations and comprehensive (loss) income as a result of the fair value being lower than the property's carrying value. The Company's fair value was based on an executed sales contract. This property was disposed of on September 25, 2019. During the year ended December 31, 2018, the Company identified three retail properties that had reductions in the expected holding period and recorded an aggregate provision for asset impairment of $ 3,510 on the consolidated statement of operations and comprehensive (loss) income as a result of the fair values being lower than the properties' carrying values. The Company's fair values were based on executed sales contracts. F-25 Assets Held by Unconsolidated Entities During the year ended December 31, 2020, the Company identified one retail property within the IAGM joint venture that had a reduction in its expected holding period by the joint venture and recorded a provision for asset impairment of $ 11,015 . A discounted cash flow model was utilized to estimate the fair value of this retail property. This cash flow model consisted of unobservable inputs such as forecasted revenues and expenses and estimated net disposition proceeds at the end of the hold period, based on market conditions and expected growth rates. A 8.50 % terminal capitalization rate and a discount rate of 9.50 % was utilized in the model based upon observable rates that the Company believed to be within a reasonable range of then current market rates, based on the nature of the underlying investment and associated risks. The Company recognized its' share of this provision for asset impairment of $ 6,059 on its consolidated statement of operations and comprehensive (loss) income as part of equity in (losses) earnings and (impairment), net, for the year ended December 31, 2020. Unconsolidated Entities During the year ended December 31, 2018, the Company evaluated its investment in DRV for potential other-than-temporary impairment due to a reduction in expected holding period. The Company obtained a third-party independent appraisal to assist in establishing a range of estimated fair values of the underlying assets as of December 31, 2018. The appraisal utilized a discounted cash flow model, which included inflows and outflows over a specific holding period. The cash flows consisted of unobservable inputs such as forecasted revenues and expenses, based on market conditions and expected growth rates. Capitalization rates ranging from 5.00 % to 8.00 % and discount rates ranging from 10.00 % to 35.00 % were utilized in the model based upon observable rates that the Company believed to be within a reasonable range of then current market rates, based on the nature of the underlying investment and associated risks. As a result of the third party independent appraisal, the Company recorded an other-than-temporary impairment of $ 29,933 related to DRV on the consolidated statement of operations and comprehensive (loss) income for the year ended December 31, 2018. The following table summarizes activity for the Company’s assets measured at fair value on a non-recurring basis and the related impairment charges for the years ended December 31, 2020, 2019, and 2018: December 31, 2020 December 31, 2019 December 31, 2018 Level 3 Impairment Loss Level 3 Impairment Loss Level 3 Impairment Loss Investment properties $ 5,500 $ 9,002 $ 42,250 $ 2,359 $ 64,075 $ 3,510 Investment in unconsolidated entities — — — — 30,049 29,933 Total $ 9,002 $ 2,359 $ 33,443 Financial Instruments Not Measured at Fair Value The table below represents the estimated fair value of financial instruments presented at carrying values in the Company's consolidated financial statements as of December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Mortgages payable $ 107,261 $ 106,494 $ 176,051 $ 178,937 Term loans $ 400,000 $ 400,055 $ 400,000 $ 400,020 Revolving line of credit $ 50,000 $ 50,032 $ — $ — The Company estimated the fair value of its mortgages payable using a weighted-average effective market interest rate of 4.25 % and 3.71 % as of December 31, 2020 and 2019, respectively. The fair value estimate of the term loans approximate the carrying value due to limited market volatility in pricing. The assumptions reflect the terms currently available on similar borrowing terms to borrowers with credit profiles similar to that of the Company's. As a result, the Company used a weighted-average interest rate of 1.36 % and 2.77 % as of December 31, 2020 and 2019, respectively, to estimate the fair value of its term loans. The Company has determined that its debt instrument valuations are classified in Level 2 of the fair value hierarchy. F-26 10. Earnings Per Share and Equity Transactions Basic earnings per share ("EPS") is computed using the two-class method by dividing net income by the weighted average number of common shares outstanding for the period (the "common shares") and participating securities. The restricted share awards issued pursuant to the InvenTrust Properties Corp. 2015 Incentive Award Plan (as amended, the "Incentive Award Plan") are deemed to be participating securities. Diluted EPS is generally computed using the treasury-stock method by dividing net income by the common shares plus potential common shares resulting from restricted share awards. The following table reconciles the amounts used in calculating basic and diluted earnings per share: Year ended December 31, 2020 2019 2018 Numerator: Net (loss) income from continuing operations $ ( 10,174 ) $ 63,899 $ 83,849 Earnings allocated to unvested restricted shares — ( 29 ) ( 95 ) Net (loss) income from continuing operations attributable to common shareholders $ ( 10,174 ) $ 63,870 $ 83,754 Net (loss) income from discontinued operations attributable to common shareholders $ — $ ( 25,500 ) $ — Denominator: Weighted average number of common shares outstanding - basic 719,882,476 728,620,309 761,139,011 Effect of unvested restricted shares (a) — 763,840 926,463 Weighted average number of common shares outstanding - diluted 719,882,476 729,384,149 762,065,474 Basic and diluted earnings per common share: Net (loss) income from continuing operations per share $ ( 0.01 ) $ 0.09 $ 0.11 Net loss from discontinued operations per share — ( 0.04 ) — Net (loss) income per share $ ( 0.01 ) $ 0.05 $ 0.11 (a) For the year ended December 31, 2020, the Company has excluded the anti-dilutive effect of unvested restricted shares. On November 1, 2019, the Company adopted a Second Amended and Restated Share Repurchase Program ("SRP"), authorizing redemption of the Company's shares of common stock, subject to certain conditions and limitations, to provide limited liquidity to stockholders. The Company's obligation to repurchase any shares under the SRP was conditioned upon having sufficient funds available to complete the repurchase. The repurchase price per share for all stockholders is equal to a 25 % discount to the most recent estimated NAV per share of the Company's common stock established by the Company's board of directors, which was $ 3.14 per share as of May 1, 2019. During the year ended December 31, 2019, 8,517,605 shares were repurchased in connection with the SRP at a price per share of $ 2.355 . During the year ended December 31, 2020, 2,136,119 shares were repurchased in connection with the SRP. On November 1, 2019, the Company began offering shares of the Company's common stock to existing stockholders pursuant to the Company's amended and restated distribution reinvestment plan ("DRP"). Under the DRP, stockholders may elect to reinvest an amount equal to the distributions declared on their shares of common stock into additional shares of the Company's common stock in lieu of receiving cash distributions. In accordance with the DRP, participants may acquire shares of common stock at a 25 % discount to the most recent estimated NAV per share of the Company's common stock established by the Company's board of directors, which was $ 3.14 per share as of May 1, 2019. During the year ended December 31, 2019, the Company did not issue shares pursuant to the DRP. During the year ended December 31, 2020 the Company sold a total of 79,040 shares in connection with the DRP at a price per share of $ 2.355 . Effective July 11, 2020, the Company suspended the SRP and the DRP. On August 15, 2018, the Company announced and commenced a modified "Dutch Auction" tender offer (the "Offer") to purchase for cash up to $ 75,000 in value of shares of the Company's common stock, par value $ 0.001 per share (the "Shares"), subject to its ability to increase the number of Shares accepted for payment by up to 2 % of the Company's outstanding Shares. The Company exercised that option and increased the Offer by 10,706,774 shares, or $ 22,500 , to avoid any proration for the stockholders tendering shares. The Offer expired on September 13, 2018. As a result of the Offer, the Company accepted for purchase 46,559,289 shares of its common stock (which represented approximately 6.0 % of the shares of common stock outstanding at the time) at a purchase price of $ 2.10 per share, for a cost of approximately $ 97,775 , excluding fees and expenses. Aggregate costs of $ 98,491 were recorded as reductions to common stock and additional paid-in capital on the consolidated statements of equity for the year ended December 31, 2018. F-27 11. Stock-Based Compensation Incentive Award Plan Effective as of June 19, 2015, the Company's Board adopted the Incentive Award Plan, under which the Company may grant cash and equity incentive awards to eligible employees, directors, and consultants. Time-based RSU awards granted to employees vest equally on each of the first three anniversaries of the applicable vesting commencement date, and time-based RSU awards granted to directors vest on the earlier of the one-year anniversary of the applicable grant date or the date of the Company's next annual meeting of its shareholders following the grant date, subject to the recipients' continued service to the Company. Performance-based RSU awards granted to employees vest on the third anniversary subsequent to the grant date, subject to the recipients' continued service to the Company and achievement of the specified performance levels. Under the Incentive Award Plan, the Company is authorized to grant up to 30,000,000 shares of the Company's common stock pursuant to awards under the Incentive Award Plan. As of December 31, 2020, 18,329,901 shares were available for future issuance under the Incentive Award Plan. The following table summarizes the Company's RSU activity under the Incentive Award Plan during the years ended December 31, 2020, 2019 and 2018: Unvested Time-Based RSUs Unvested Performance-Based RSUs Weighted Average Grant Date Value Per Share (a) Outstanding as of January 1, 2018 1,535,505 — $ 3.19 Shares granted 1,950,307 — $ 3.14 Shares vested ( 1,349,852 ) — $ 3.20 Shares forfeited ( 587,810 ) — $ 3.19 Outstanding as of December 31, 2018 1,548,150 — $ 3.18 Shares granted 1,225,170 1,450,811 $ 3.14 Shares vested ( 1,275,188 ) — $ 3.18 Shares forfeited ( 202,441 ) ( 61,169 ) $ 3.17 Outstanding as of December 31, 2019 1,295,691 1,389,642 $ 3.14 Shares granted 1,255,793 2,484,346 $ 3.14 Shares vested ( 1,144,343 ) — $ 3.14 Shares forfeited ( 303,325 ) ( 553,034 ) $ 3.14 Outstanding as of December 31, 2020 1,103,816 3,320,954 $ 3.14 (a) On May 8, 2020, the board of directors approved a grant of time-based and performance-based RSUs under the Incentive Award Plan at the most recent estimated net asset value per share of $ 3.14 as of May 1, 2019. Periodically, the Company engages an independent third-party valuation advisory consulting firm to estimate the per share value of the Company's common stock. As of December 31, 2020, there was $ 5,221 of total unrecognized compensation expense related to unvested stock-based compensation arrangements that will vest through December 2022. The Company recognized stock-based compensation expense of $ 4,449 , $ 5,541 and $ 4,330 for the years ended December 31, 2020, 2019 and 2018, respectively, as a part of general and administrative expenses on the consolidated statements of operations and comprehensive (loss) income. 12. Commitments and Contingencies The Company is subject, from time to time, to various types of third-party legal claims or litigation that arise in the ordinary course of business, including, but not limited to, property loss claims, personal injury or other damages resulting from contact with the Company's properties. These claims and lawsuits and any resulting damages are generally covered by the Company's insurance policies. The Company accrues for legal costs associated with loss contingencies when these costs are probable and reasonably estimable. While the resolution of these matters cannot be predicted with certainty, based on currently available information, management does not expect that the final outcome of any pending claims or legal proceedings will have a material adverse effect on the financial condition, results of operations or cash flows of the Company. F-28 University House Communities Group, Inc., Indemnity Claims The Company received an indemnity notice from UHC Acquisition Sub LLC ("UHC") regarding certain matters under the Stock Purchase Agreement, dated January 3, 2016, for University House Communities Group, Inc., which was sold in June 2016. The notice set forth various items for which UHC believed they were entitled to indemnification from the Company. On June 14, 2019, UHC and the Company, through various negotiations, reached a final settlement for the claims in the amount of $ 30,000 , which was paid by the Company on June 24, 2019. The Company recognized losses from discontinued operations related to these claims of $ 25,500 during the year ended December 31, 2019. Operating and Finance Lease Commitments The Company has non-cancelable contracts of property improvements that have been deemed to contain finance leases that, prior to the adoption of Topic 842, were previously classified as capital leases. In addition, the Company has non-cancelable operating leases for office space used in its business and, upon the adoption of Topic 842, the Company recognized operating lease right-of-use ("ROU") assets of $ 2,890 and lease liabilities of $ 3,114 . In conjunction with the adoption of Topic 842, the Company elected the following practical expedients and accounting policies: • to combine lease and non-lease components and apply Topic 842 to the combined component; • to utilize a portfolio approach for determining a discount rate for groups of leases which are similar in nature and have similar contract provisions; • to not recognize assets and liabilities related to leases with terms of 12 months or less; and • to exclude variable lease payments from initial recognition of the lease liabilities and all lease options from the determination of minimum lease terms. The following table reflects the Company's operating and finance lease arrangements as of December 31, 2020 and 2019: As of Balance Sheet Caption December 31, 2020 December 31, 2019 Operating lease ROU assets Deferred costs and other assets, net $ 2,696 $ 2,515 Operating lease ROU accumulated amortization Deferred costs and other assets, net $ ( 896 ) $ ( 539 ) Operating lease liabilities Other liabilities $ 1,976 $ 2,169 Finance lease ROU assets Building and other improvements $ 1,641 $ 1,641 Finance lease ROU accumulated amortization Accumulated depreciation $ ( 297 ) $ ( 187 ) Finance lease liabilities Other liabilities $ 673 $ 1,050 The following table reflects the Company's total lease cost, weighted-average lease terms and weighted-average discount rates for the years ended December 31, 2020 and 2019: Statement of Operations and Comprehensive (Loss) Income Caption Year ended December 31, 2020 2019 Minimum operating lease payments General and administrative $ 663 $ 672 Variable operating lease payments General and administrative 276 122 Short-term operating lease payments General and administrative 124 313 ROU amortization of finance leases Depreciation and amortization 109 133 Interest expense of finance leases Interest expense, net 37 60 Total lease cost $ 1,209 $ 1,300 Weighted-average remaining lease term of operating leases 4.0 years 4.7 years Weighted-average remaining lease term of finance leases 1.8 years 2.8 years Weighted-average discount rate of operating leases 4.44 % 4.44 % Weighted-average discount rate of finance leases 3.50 % 3.50 % F-29 The following table reflects the Company's future minimum lease obligations as of December 31, 2020: Future Minimum Lease Payments Scheduled minimum payments by year: Operating Leases Finance Leases 2021 $ 547 $ 408 2022 522 279 2023 536 21 2024 550 — 2025 53 — Thereafter — — Total expected minimum lease obligation 2,208 708 Less: Amount representing interest (a) ( 232 ) ( 35 ) Present value of net minimum lease payments $ 1,976 $ 673 (a) Interest includes the amount necessary to reduce the total expected minimum lease obligations to present value calculated at the Company's incremental borrowing rate. 13. Subsequent Events In preparing its consolidated financial statements, the Company evaluated events and transactions occurring after December 31, 2020 through the date the financial statements were issued for recognition and disclosure purposes. 14. Quarterly Supplemental Financial Information (unaudited) The following table represents the results of operations, for each quarterly period, during 2020 and 2019: For the quarter ended December 31, 2020 September 30, 2020 June 30, 2020 March 31, 2020 Total income $ 51,211 $ 52,545 $ 41,639 $ 52,438 Net income (loss) from continuing operations 1,246 1,677 ( 9,611 ) ( 3,486 ) Net loss from discontinued operations — — — — Net income (loss) 1,246 1,677 ( 9,611 ) ( 3,486 ) Net loss per common share, basic and diluted (a) — — ($ 0.01 ) — Weighted average number of common shares outstanding, basic (a) 718,940,463 718,934,723 720,849,620 720,825,864 Weighted average number of common shares outstanding, diluted (a) 719,858,839 719,568,339 720,849,620 720,825,864 For the quarter ended December 31, 2019 September 30, 2019 June 30, 2019 March 31, 2019 Total income $ 54,740 $ 58,169 $ 57,190 $ 56,391 Net income from continuing operations 28,694 24,926 6,278 4,001 Net loss from discontinued operations — — ( 12,000 ) ( 13,500 ) Net income (loss) 28,694 24,926 ( 5,722 ) ( 9,499 ) Net loss per common share, from discontinued operations, basic and diluted (a) — — ($ 0.02 ) ($ 0.02 ) Net income (loss) per common share, basic and diluted (a) $ 0.04 $ 0.03 ($ 0.01 ) ($ 0.01 ) Weighted average number of common shares outstanding, basic (a) 728,544,149 728,722,763 728,654,374 728,558,989 Weighted average number of common shares outstanding, diluted (a) 729,536,570 729,456,722 729,287,663 728,827,861 (a) Quarterly net income (loss) per common share amounts may not total to the annual amounts due to rounding and the changes in the number of weighted average common shares outstanding. F-30 INVENTRUST PROPERTIES CORP. Schedule III - Real Estate and Accumulated Depreciation (amounts stated in thousands) Initial Cost (A) Gross amount at which carried at end of period PROPERTY NAME Location Encumbrance Land Buildings and Improvements Adjustments to Land Basis (B) Adjustments to Basis (B) Land and Improvements Buildings and Improvements Total (C) Accumulated Depreciation (D,E) Date Acquired ANTOINE TOWN CENTER Houston, TX $ — $ 5,327 $ 14,333 $ — $ — $ 5,327 $ 14,333 $ 19,660 $ 549 2020 BEAR CREEK VILLAGE CENTER Wildomar, CA — 3,523 12,384 — 349 3,523 12,733 16,256 5,391 2009 BENT TREE PLAZA Raleigh, NC — 1,983 7,093 — 1,880 1,983 8,973 10,956 3,489 2009 BUCKHEAD CROSSING Atlanta, GA — 7,565 27,104 — 1,075 7,565 28,179 35,744 12,128 2009 CAMPUS MARKETPLACE San Marcos, CA — 26,928 43,445 55 346 26,983 43,791 70,774 6,261 2017 CARY PARK TOWN CENTER Cary, NC — 5,555 17,280 — 6 5,555 17,286 22,841 2,169 2017 CENTERPLACE OF GREELEY Greeley, CO — 3,904 14,715 ( 23 ) 638 3,881 15,353 19,234 6,512 2009 CHEYENNE MEADOWS Colorado Springs, CO — 2,023 6,991 — 161 2,023 7,152 9,175 3,110 2009 COMMONS AT UNIVERSITY PLACE Raleigh, NC — 3,198 17,909 — — 3,198 17,909 21,107 1,194 2019 COWETA CROSSING Newnan, GA — 1,143 4,590 — 8 1,143 4,597 5,740 2,091 2009 CUSTER CREEK VILLAGE Richardson, TX — 4,750 12,245 — 418 4,750 12,663 17,413 5,963 2007 ELDORADO MARKETPLACE Dallas, TX — 15,732 49,311 — ( 60 ) 15,732 49,251 64,983 2,328 2019 ELDRIDGE TOWN CENTER Houston, TX — 5,380 22,994 2,062 4,869 7,442 27,863 35,305 11,216 2005 GARDEN VILLAGE San Pedro, CA — 3,188 16,522 3,268 1,026 6,456 17,549 24,005 6,999 2009 GATEWAY MARKET CENTER Tampa, FL — 13,600 4,992 — 4,145 13,600 9,137 22,737 2,622 2010 KENNESAW MARKETPLACE Kennesaw, GA — 12,587 51,860 — 362 12,587 52,222 64,809 4,684 2018 KROGER TOMBALL Tomball, TX — 1,104 10,223 — — 1,104 10,223 11,327 604 2019 31 Initial Cost (A) Gross amount at which carried at end of period PROPERTY NAME Location Encumbrance Land Buildings and Improvements Adjustments to Land Basis (B) Adjustments to Basis (B) Land and Improvements Buildings and Improvements Total (C) Accumulated Depreciation (D,E) Date Acquired KYLE MARKETPLACE Kyle, TX $ — $ 6,076 $ 48,220 $ — $ 331 $ 6,076 $ 48,551 $ 54,627 $ 5,652 2017 LAKESIDE WINTER PARK AND CROSSINGS Orland, FL — 16,594 41,085 — ( 283 ) 16,594 40,801 57,395 2,557 2019 MARKET AT WESTLAKE Westlake Hills, TX — 1,200 6,274 ( 64 ) 89 1,136 6,363 7,499 3,023 2007 NORTHCROSS COMMONS Charlotte, NC — 7,591 21,303 — 637 7,591 21,940 29,531 3,271 2016 OLD GROVE MARKETPLACE Oceanside, CA — 12,545 8,902 — 232 12,545 9,134 21,679 1,518 2016 PARAISO PARC AND WESTFORK PLAZA Pembroke Pines, FL — 28,267 124,019 — 5,099 28,267 129,118 157,385 17,200 2017 PAVILION AT LAQUINTA LaQuinta, CA 22,834 15,200 20,947 — 1,244 15,200 22,192 37,392 9,253 2009 PEACHLAND PROMENADE Port Charlotte, FL — 1,742 6,502 4,158 8,440 5,900 14,943 20,843 1,579 2009 PGA PLAZA Palm Beach Gardens, FL — 10,414 75,730 — 318 10,414 76,048 86,462 6,624 2018 PLANTATION GROVE Ocoee, FL 7,300 3,705 6,300 — 648 3,705 6,948 10,653 1,688 2014 PLAZA MIDTOWN Atlanta, GL — 5,295 23,946 — 242 5,295 24,188 29,483 2,686 2017 RENAISSANCE CENTER Durham, NC 14,468 26,713 96,141 — 4,693 26,713 100,834 127,547 17,495 2016 RIO PINOR PLAZA Orlando, FL — 5,171 26,903 — 444 5,171 27,347 32,518 5,094 2015 RIVER OAKS SHOPPING CENTER Valencia, CA — 24,598 88,418 — 205 24,598 88,623 113,221 10,224 2017 RIVERVIEW VILLAGE Arlington, TX — 6,000 9,649 — 822 6,000 10,472 16,472 5,116 2007 RIVERWALK MARKET Flower Mound, TX — 5,931 23,922 — 371 5,931 24,293 30,224 3,653 2016 ROSE CREEK Woodstock, GA — 1,443 5,630 — 492 1,443 6,122 7,565 2,536 2009 SANDY PLAINS CENTRE Marietta, GA — 12,364 27,270 652 2,170 13,016 29,440 42,456 2,050 2018 F-32 Initial Cost (A) Gross amount at which carried at end of period PROPERTY NAME Location Encumbrance Land Buildings and Improvements Adjustments to Land Basis (B) Adjustments to Basis (B) Land and Improvements Buildings and Improvements Total (C) Accumulated Depreciation (D,E) Date Acquired SARASOTA PAVILION Sarasota, FL $ — $ 12,000 $ 25,823 $ — $ 4,423 $ 12,000 $ 30,246 $ 42,246 $ 10,720 2010 SCOFIELD CROSSING Austin, TX — 8,100 4,992 ( 576 ) 3,453 7,524 8,445 15,969 2,783 2007 SHOPS AT FAIRVIEW TOWN CENTER Dallas, TX — 7,299 25,233 — 43 7,299 25,276 32,575 1,330 2019 SHOPS AT THE GALLERIA Austin, TX — 52,104 75,651 — 798 52,104 76,449 128,553 13,309 2016 SONTERRA VILLAGE San Antonio, TX — 5,150 15,095 — 464 5,150 15,558 20,708 2,772 2015 SOUTHERN PALM CROSSING Miami, FL — 37,735 49,843 ( 745 ) ( 1,045 ) 36,990 48,797 85,787 2,815 2019 STEVENSON RANCH Stevenson Ranch, CA — 29,519 39,190 — 135 29,519 39,324 68,843 6,637 2016 SUNCREST VILLAGE Orlando, FL 8,400 6,742 6,403 — 920 6,742 7,323 14,065 1,799 2014 SYCAMORE COMMONS Matthews, NC — 12,500 31,265 — 1,885 12,500 33,150 45,650 12,873 2010 THE CENTER AT HUGH HOWELL Tucker, GA — 2,250 11,091 — 1,017 2,250 12,108 14,358 6,125 2007 THE PARKE Cedar Park, TX — 9,271 83,078 — 781 9,271 83,859 93,130 10,072 2017 THE POINTE AT CREEDMOOR Raleigh, NC — 7,507 5,454 — 55 7,507 5,509 13,016 998 2016 THE SHOPS AT TOWN CENTER Germantown, MD — 19,998 29,776 — 593 19,998 30,369 50,367 4,095 2017 THE SHOPS AT WALNUT CREEK Westminster, CO 28,630 10,132 44,089 — 5,937 10,132 50,027 60,159 9,460 2015 THOMAS CROSSROADS Newnan, GA — 1,622 8,322 — 1,027 1,622 9,349 10,971 3,770 2009 TRAVILAH SQUARE Washington, D.C. — 8,964 39,836 — 136 8,964 39,972 48,936 1,803 2019 TROWBRIDGE CROSSING Sandy Springs, GA — 2,366 7,808 — — 2,366 7,808 10,174 272 2020 UNIVERSITY OAKS SHOPPING CENTER Round Rock, TX 25,629 7,250 25,326 ( 170 ) 8,189 7,080 33,515 40,595 12,973 2010 F-33 Initial Cost (A) Gross amount at which carried at end of period PROPERTY NAME Location Encumbrance Land Buildings and Improvements Adjustments to Land Basis (B) Adjustments to Basis (B) Land and Improvements Buildings and Improvements Total (C) Accumulated Depreciation (D,E) Date Acquired WESTPARK SHOPPING CENTER Glen Allen, VA $ — $ 7,462 $ 24,164 $ — $ 4,470 $ 7,462 $ 28,634 $ 36,096 $ 4,350 2013 WINDWARD COMMONS Alpharetta, GA — 12,823 13,779 — 629 12,823 14,408 27,231 2,308 2016 Total corporate assets — — — — 3,996 — 3,996 3,996 2,455 - Total $ 107,261 $ 569,133 $ 1,561,370 $ 8,617 $ 79,323 $ 577,750 $ 1,640,693 $ 2,218,443 $ 292,248 Construction in progress — — — 3,246 — 3,246 3,246 — Total investment properties $ 569,133 $ 1,561,370 $ 8,617 $ 82,569 $ 577,750 $ 1,643,939 $ 2,221,689 $ 292,248 Notes to Schedule III The aggregate cost of real estate owned at December 31, 2020 for federal income tax purposes was approximately $ 2,441,661 (unaudited). (A) The initial cost to the Company represents the original purchase price of the asset, including amounts incurred subsequent to acquisition which were contemplated at the time the property was acquired. (B) Cost capitalized subsequent to acquisition includes additional tangible costs associated with investment properties. Amount also includes impairment charges recorded subsequent to acquisition to reduce basis. (C) Reconciliation of total investment properties: 2020 2019 2018 Balance at January 1, $ 2,204,891 $ 2,242,283 $ 2,521,060 Acquisitions and capital improvements 52,222 359,753 245,252 Disposals and write-offs ( 35,424 ) ( 397,145 ) ( 524,029 ) Balance at December 31 $ 2,221,689 $ 2,204,891 $ 2,242,283 (D) Reconciliation of accumulated depreciation: 2020 2019 2018 Balance at January 1, $ 246,702 $ 286,330 $ 348,337 Depreciation expense, continuing operations 61,897 66,808 73,021 Disposal and write-offs ( 16,351 ) ( 106,436 ) ( 135,028 ) Balance at December 31, $ 292,248 $ 246,702 $ 286,330 (E) Depreciation is computed based upon the following estimated lives: Buildings and other improvements 15 - 30 years Tenant improvements Life of the lease Furniture, fixtures and equipment 5 - 20 years F-34