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Item 5. Market for Registrant’s Common Equity

2022-02-15 compared with 2021-02-19 · 74 added, 106 removed, 7 unchanged (96% of the section changed)

1 unchanged sentence

Market Information

Our shares of common stock are not listed on a national securities exchange and there is not otherwise an established public trading market for our shares.

We publish an estimated per share value of our common stock to assist broker dealers that sold our common stock in our initial and follow-on "best efforts" offerings to comply with the rules published by FINRA.

On December 21, 2020, we announced an estimated value of our common stock as of December 1, 2020, equal to $2.89 per share.

The Audit Committee of our Board and our Board engaged Duff & Phelps, an independent third-party global valuation advisory and corporate finance consulting firm that specializes in providing real estate valuation services, to advise the Audit Committee and the Board in their estimate of the per share value of our common stock as of December 1, 2020.

Duff & Phelps has

extensive experience estimating the fair values of commercial real estate.

The report furnished to the Audit Committee and the Board by Duff & Phelps complies with the reporting requirements set forth under Standard Rule 2-2(b) of the Uniform Standards of Professional Appraisal Practice and is certified by a member of the Appraisal Institute with the MAI designation.

The Duff & Phelps report, dated December 11, 2020, reflects values as of December 1, 2020.

Duff & Phelps does not have any direct or indirect interests in any transaction with us or in any currently proposed transaction to which we are a party, and there are no conflicts of interest between Duff & Phelps, on one hand, and the Company or any of our directors, on the other.

Previously, Duff & Phelps provided services to us in connection with the allocation of the purchase price of acquired properties for accounting and financial reporting purposes, but those services are no longer provided.

The Board is ultimately and solely responsible for the determination of the estimated per share value of our common stock.

The estimated per share value was determined and approved by the Board based on the recommendation of the Audit Committee.

Duff & Phelps provided a range of per share values for the Audit Committee and the Board to consider and utilized the "net asset value" or "NAV" method.

This method is based on the fair value of real estate, real estate-related investments and all other assets, less the fair value of total liabilities.

The fair value estimate of the real estate assets is equal to the sum of its individual real estate values.

Generally, Duff & Phelps estimated the value of our real estate and real estate-related assets at our ownership interest using the income capitalization approach, which included using a discounted cash flow calculation of projected net operating income, less capital expenditures, for each property for the ten-year hold period ending November 30, 2030 or the residual stabilized year, and applying a market supported discount rate and capitalization rate.

For properties under contract for sale, Duff & Phelps valued the assets at the contractual purchase price.

For all other assets, including cash and other current assets, fair value was determined separately.

A fair value of our long-term debt obligations, including current liabilities, was also estimated by Duff & Phelps, by comparing market interest rates to the contract rates on our long-term debt and discounting to present value the difference in future payments.

Duff & Phelps completed its work in conformance with Investment Program Association Practice Guideline 2013-01, "Valuations of Publicly Registered Non-Listed REITs," dated April 29, 2013 and guidelines published by FINRA.

In addition, Duff & Phelps determined NAV in a manner consistent with the definition of fair value under U.S.

GAAP set forth in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 820 Fair Value Measurement and Disclosures .

The NAV per share provided by Duff & Phelps was estimated by subtracting the fair value of the total liabilities from the fair value of the total assets and then dividing the result by the number of shares of common stock outstanding on a fully diluted basis as of December 1, 2020.

Duff & Phelps then applied a discount rate sensitivity analysis on the discount rates used to value the retail properties resulting in a value range of $2.76 to $3.03 per share, with a midpoint of $2.89 per share.

On December 17, 2020, our Audit Committee and our Board met to review and discuss the Duff & Phelps report.

Following this review, the Audit Committee recommended and the Board unanimously determined a new estimated per share value of our common stock of $2.89 as of December 1, 2020.

Limitations of the Estimated Per Share Value

As with any methodology used to estimate value, the methodology employed and the recommendations made by the Company were based upon a number of estimates and assumptions that may not be accurate or complete.

Further, different parties using different assumptions and estimates could derive a different estimated per share value, which could be significantly different from our estimated per share value.

The estimated per share value does not represent (i) the amount at which our shares would trade at on a national securities exchange, (ii) the amount a stockholder would obtain if he or she tried to sell his or her shares, or (iii) the amount stockholders would receive if we liquidated our assets and distributed the proceeds after paying all of our expenses and liabilities.

Accordingly, with respect to the estimated per share value, we can give no assurance that:

• a stockholder would be able to resell his or her shares at this estimated value;

• a stockholder would ultimately realize distributions per share equal to our estimated per share value upon liquidation of our assets and settlement of our liabilities or a sale of the Company;

• our shares would trade at a price equal to or greater than the estimated per share value if we listed them on a national securities exchange;

• the methodology used to estimate our per share value would be acceptable to FINRA or that the estimated per share value will satisfy the applicable annual valuation requirements under ERISA and the Code, with respect to employee benefit plans subject to ERISA and other retirement plans or accounts subject to Section 4975 of the Code;

• the estimated value will increase, stay at the current level, or not continue to decrease, over time.

The estimated per share value was determined by our Board on December 17, 2020 and reflects the fact that the estimate was calculated at a moment in time.

The value of our shares will likely change over time and will be influenced by changes to the value of our individual assets as well as changes and developments in the real estate and capital markets and the economy as a whole.

We currently anticipate publishing a new estimated per share value within one year.

Nevertheless, stockholders should not rely on the estimated per share value in making a decision to buy or sell shares of our common stock.

Suspension of Second Amended and Restated Share Repurchase Program and the Amended and Restated Distribution Reinvestment Plan

On November 1, 2019, we adopted a Second Amended and Restated Share Repurchase Program ("Share Repurchase Program", or "SRP"), authorizing redemption of the Company's shares of common stock, subject to certain conditions and limitations, to provide limited liquidity to qualifying stockholders.

During the year ended December 31, 2020, 2,136,119 shares were repurchased in connection with the SRP at a price per share of $2.355.

On October 12, 2021, our shares of common stock began trading on the NYSE under the ticker symbol "IVT".

Prior to that time, there was no public market for the shares of the Company's common stock.

Reverse Stock Split

On August 5, 2021, we effected a 1-for-10 reverse stock split of our common stock.

As a result of the reverse stock split, every ten shares of issued and outstanding common stock were changed into one share of common stock, with any fractional shares being rounded up to the next higher whole share.

Immediately after effecting the reverse stock split, we decreased the par value of each issued and outstanding share of common stock from $0.01 par value per share to $0.001 par value per share.

Unless otherwise noted, the share and per share information of our common stock in this Annual Report and accompanying consolidated financial statements have been retroactively adjusted to give effect to the 1-for-10 reverse stock split for all periods presented.

As of February 1, 2022, there were 28,226 holders of record of shares of our outstanding common stock.

In order to comply with certain requirements related to our qualification as a REIT, our charter, subject to certain exceptions, contains restrictions on the number of shares of our common stock that a person may own.

Our charter provides that no person may beneficially or constructively own more than 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding shares of any class or series of our capital stock.

Issuer Purchases of Equity Securities

Suspension of Third Amended and Restated Share Repurchase Program

On April 6, 2021, we adopted the Third Amended and Restated Share Repurchase Program, (as amended, the "Share Repurchase Program" or "SRP").

On April 12, 2021, we announced the reinstatement of the SRP, effective May 14, 2021, for qualifying stockholders.

The repurchase price per share of $21.70 for eligible stockholders was equal to a 25% discount to the most recent estimated Net Asset Value ("NAV") per share of the Company's common stock established by the Board, which was $28.90 per share as of December 1, 2020.

During the year ended December 31, 2021, 755,643 shares were repurchased in connection with the SRP at a price per share of $21.70.

On November 1, 2019, we began offering shares of our common stock to our existing stockholders pursuant to our Third Amended and Restated Distribution Reinvestment Plan ("DRP").

During the year ended December 31, 2020 we sold a total of 79,040 shares in connection with the DRP at a price per share of $2.355.

On June 11, 2020, we announced that our Board voted to suspend the SRP and the DRP until further notice, in light of the COVID-19 pandemic.

Pursuant to the terms of the SRP and DRP, the suspensions went into effect on July 11, 2020.

As of January 1, 2021, we had approximately 145,000 stockholders of record.

On August 5, 2021, the Board suspended the SRP effective September 5, 2021.

In connection with the NYSE Listing, the Board approved a modified "Dutch Auction" tender offer to purchase up to $100.0 million in value of the Company's shares of common stock (the "Tender Offer"), which commenced on October 12, 2021 and expired on November 8, 2021.

The Company accepted for purchase 4,000,000 shares of its common stock at a purchase price of $25.00 per share, for an aggregate purchase price of approximately $100.0 million, excluding related fees and expenses.

The Company funded the Tender Offer and all related costs from its available liquidity on November 12, 2021.

Additionally, during 2021, certain of the Company's employees surrendered shares of common stock to satisfy their tax withholding obligations associated with the vesting of shares of common stock issued under the Incentive Award Plan.

The following is a summary of all share repurchases during the fourth quarter of 2021:

Period Total No.

of Shares Purchased Average Price Paid per Share Total No.

of Shares Purchased as Part of Publicly Announced Plans or Programs Approx.

Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (a)

October 1 - October 31, 2021 $ — $ — $ — $ —

November 1 - November 30, 2021 — — — —

December 1 - December 31, 2021 (b)

60,313 27.45 — —

Total $ 60,313 $ 27.45 $ — $ —

(a) Represents amount outstanding under the Company's SRP.

This program was suspended effective September 5, 2021.

As such, no shares were repurchased under the SRP during the fourth quarter of 2021.

(b) Consists of shares of common stock surrendered to the Company to satisfy tax withholding obligations associated with the vesting of restricted stock units.

Distributions

1 unchanged sentence

Our quarterly distributions are paid one quarter in arrears.

During the years ended December 31, 2020 and 2019, we paid cash distributions of $54.2 million and $53.3 million, respectively, or $0.075 and $0.073 per share of common stock, respectively.

For federal income tax purposes, for the year ended December 31, 2020, $0.037 per share, or approximately 49% of the Company's total distributions would be treated as an ordinary dividend and $0.038 per share, or approximately 51%, of the Company's total distributions would be treated as a non-taxable return of capital and will reduce the tax basis of each share of the Company's common stock held.

For federal income tax purposes, for the year ended December 31, 2019, $0.003 per share, or approximately 4% of the Company's total distributions would be treated as an ordinary dividend and $0.070 per share, or approximately 96%, of the Company's total distributions would be treated as a non-taxable return of capital and will reduce the tax basis of each share of the Company's common stock held.

Any future determination to pay distributions will be at the discretion of our Board and will depend on our financial condition, capital requirements, restrictions contained in current or future financing instruments, and such other factors as our board of directors deems relevant.

Notification Regarding Payments of Distributions

Stockholders should be aware that the method by which a stockholder has chosen to receive his or her distributions affects the timing of the stockholder's receipt of those distributions.

Specifically, under our transfer agent's payment processing procedures, distributions are paid in the following manner:

(1) those stockholders who have chosen to receive their distributions via wire transfer receive their distributions on the distribution payment date (as determined by our Board);

(2) those stockholders who have chosen to receive their distributions by paper check are typically mailed those checks on the distribution payment date, but sometimes paper checks are mailed on the day following the distribution payment date;

(3) for those stockholders holding shares through a broker or other nominee, the distribution payments are wired, or paper checks are mailed, to the broker or other nominee on the day following the distribution payment date.

All stockholders who hold shares directly in record name may change at any time the method through which they receive their distributions from our transfer agent, and those stockholders will not have to pay any fees to us or our transfer agent to make such a change.

Accordingly, each stockholder may select the timing of receipt of distributions from our transfer agent by selecting the method above that corresponds to the desired timing for receipt of the distributions.

Because all stockholders may elect to have their distributions sent via wire transfer on the distribution payment date, we treat all of our stockholders, regardless of the method by which they have chosen to receive their distributions, as having constructively received their distributions from us on the distribution payment date for federal income tax purposes.

Stockholders who hold shares directly in record name and who would like to change their distribution payment method should complete a "Change of Distribution Election Form." The form is available on our website under "Investor Relations-Forms page."

We note that the payment method for stockholders who hold shares through a broker or nominee is determined by the broker or nominee.

Similarly, the payment method for stockholders who hold shares in a tax-deferred account, such as an individual retirement account, is generally determined by the custodian for the account.

Stockholders that currently hold shares through a broker or other nominee and would like to receive distributions via wire transfer or paper check should contact their broker or other nominee regarding their processes for transferring shares to record name ownership.

Similarly, stockholders who hold shares in a tax-deferred account may need to hold shares outside of their tax-deferred accounts to change the method through which they receive their distributions.

Stockholders who hold shares through a tax-deferred account and who would like to change the method through which they receive their distributions should contact their custodians regarding the transfer process and should consult their tax advisor regarding the consequences of transferring shares outside of a tax-deferred account.

Recent Sales of Unregistered Securities

Selected Financial Data

The following table shows selected financial data relating to our consolidated financial condition and results of operations required by Item 301 of Regulation S-K.

Such selected data should be read in conjunction with " Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations " and the consolidated financial statements and related notes appearing elsewhere in this report (dollar amounts are stated in thousands, except share and per share amounts).

As of and for the year ended December 31,

We currently have capacity and intend to continue to pay a quarterly distribution, subject to Board approval.

During the year ended December 31, 2021, we paid cash distributions of $55.6 million.

For income tax purposes only, approximately 71.34% of the distributions paid in 2021 will be treated as ordinary dividends and approximately 28.66% will be treated as other forms of distributions.

The December 2021 dividend declared, with a record date of December 30, 2021 and payment date of January 14, 2022, will be reported in 2022, and is not reflected in the 2021 tax allocation.

The following table denotes the allocation of our distributions paid in 2021 for income tax purposes only.

Record Date Distributions Payable Date Total Distribution

per Share Ordinary Dividend

Per Share Return of Capital

Per Share Qualified Dividend

Per Share Sec.

199A Dividend

Per Share Sec.

Dividend Per Share

12/30/2020 1/15/2021 $ 0.018975 $ 0.013537 $ 0.005438 $ — $ 0.013537 $ 0.000336

Balance Sheet Data:

Total assets $ 2,407,339 $ 2,507,188 $ 2,536,006 $ 2,698,604 $ 2,786,754

Debt, net $ 555,109 $ 572,850 $ 561,782 $ 667,891 $ 730,605

Operating Data:

Total income $ 197,833 $ 226,490 $ 242,674 $ 251,809 $ 242,693

Other income and expense, net $ 3,326 $ 1,384 $ 2,708 $ 2,616 $ 13,979

Net (loss) income $ (10,174) $ 38,399 $ 83,849 $ 61,793 $ 252,722

Net (loss) income per common share, basic and diluted $ (0.01) $ 0.05 $ 0.11 $ 0.07 $ 0.29

Common Stock Distributions:

Distributions declared on common stock $ 54,604 $ 53,473 $ 53,782 $ 53,758 $ 83,633

Distributions paid to common stockholders $ 54,214 $ 53,250 $ 54,194 $ 53,358 $ 98,606

Distributions declared per weighted average common share $ 0.08 $ 0.07 $ 0.07 $ 0.07 $ 0.10

Distributions paid per weighted average

common share $ 0.08 $ 0.07 $ 0.07 $ 0.07 $ 0.12

Cash Flow Data:

Net cash provided by operating activities $ 94,155 $ 106,008 $ 124,657 $ 118,152 $ 133,164

Net cash (used in) provided by investing activities $ (49,060) $ (41,797) $ 175,414 $ (209,088) $ 1,078,749

Net cash used in financing activities $ (82,073) $ (68,316) $ (207,096) $ (159,411) $ (1,013,112)

Other Information:

Weighted average number of common shares outstanding, basic and diluted 719,882,476 728,620,309 761,139,011 773,445,341 854,638,497

Since 2015, we have continued to implement a strategy of focusing, tailoring, and refining our retail platform, including the following major dispositions classified as discontinued operations:

the spin-off of Highlands REIT, Inc.

in 2016, the sale of University House Communities Group, Inc.

in 2016, the spin-off of Xenia Hotels & Resorts, Inc.

in 2015, all as disclosed in our Annual Reports on Form 10-K for prior years.

Information regarding our acquisitions and dispositions in 2020 and 2019 can be found in " Item 8.

Acquired Properties " and " Item 8.

Disposed Properties ", respectively, in the notes to the consolidated financial statements included herein.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with "Part II, Item 6.

Selected Financial Data" and our consolidated financial statements included in this Annual Report.

In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions.

Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to those discussed in "Special Note Regarding Forward-Looking Statements" and "Part I, Item 1A.

Risk Factors" included elsewhere in this Annual Report.

3/31/2021 4/15/2021 0.019550 0.013948 0.005602 — 0.013948 0.000347

6/30/2021 7/15/2021 0.019550 0.013948 0.005602 — 0.013948 0.000347

9/30/2021 (a) 10/7/2021 0.195500 0.139477 0.056023 — 0.139477 0.003465

$ 0.253575 $ 0.180910 $ 0.072665 $ — $ 0.180910 $ 0.004495

(a) Dividends payable after the Reverse Stock Split, beginning with the third quarter 2021 distribution paid in October 2021, have been adjusted to reflect the 1-for-10 reverse stock split.

During the year ended December 31, 2020, we paid cash distributions of $54.2 million.

For income tax purposes only, approximately 49.69% of the distributions paid in 2020 was treated as ordinary dividends and approximately 50.31% was treated as other forms of distributions.

The December 2020 distribution, with a record date of December 30, 2020 and payment date of January 15, 2021, was reported in 2021, and not reflected in the 2020 tax allocation.

The following table denotes the allocation of our distributions paid in 2020 for income tax purposes only.

Record Date Distributions Payable Date Total Distribution

per Share (a) Ordinary Dividend

Per Share Return of Capital

Per Share Qualified Dividend

Per Share Sec.

199A Dividend

12/30/2019 1/15/2020 $ 0.018400 $ 0.009144 $ 0.009256 $ — $ 0.009144

3/31/2020 4/13/2020 0.018975 0.009429 0.009546 — 0.009429

6/30/2020 7/15/2020 0.018975 0.009429 0.009546 — 0.009429

9/30/2020 10/15/2020 0.018975 0.009429 0.009546 — 0.009429

$ 0.075325 $ 0.037431 $ 0.037894 $ — $ 0.037431

Stock Performance Graph

The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, or otherwise subject to the liabilities under the Securities Act or Exchange Act, except to the extent that we specifically incorporate it by reference into such filing.

The following graph depicts the total cumulative stockholder return of the Company’s common stock from October 12, 2021, the first day of trading of our common stock on the NYSE, through December 31, 2021, relative to the performance of the FTSE National Association of Real Estate Investment Trusts Equity REITs Index (the "FTSE NAREIT Equity Index"), the FTSE National Association of Real Estate Investment Trusts Equity Shopping Centers Index (the "FTSE NAREIT Shopping Centers Index"), and the Standard and Poor’s 500 Stock Index (S&P 500 Index).

The graph assumes an initial investment of $ 100.00 at the first NYSE trade price of $23.61 on October 12, 2021 and that all dividends paid by companies included in these indices have been rei nvested.

The performance shown in the graph below is not intended to forecast or be indicative of future stock price performance.

Recent Sales of Unregistered Securities

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity