11 unchanged sentences
Directors, Executive Officers and Corporate Governance
−Removed: Information regarding our executive officers is included under the heading "Executive Officers of the Registrant" in Item 1 of this Annual Report.
−Removed: 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.
−Removed: "Proposal No.
−Removed: 1 - Election of Directors"
−Removed: "Stock Ownership - Section 16(a) Beneficial Ownership Reporting Compliance"
−Removed: "Stockholder Proposals - Nominations of Director Candidates for the 2021 Annual Meeting"
−Removed: "Corporate Governance Principles"
−Removed: 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.
−Removed: 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:
−Removed: Investor Relations.
−Removed: 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.
−Removed: Executive Compensation
−Removed: Information regarding executive compensation under the following captions in our Proxy Statement is incorporated by reference herein.
+Added: The information called for by this Item is contained in our definitive Proxy Statement for our 2022 Annual Meeting of Stockholders, and is incorporated herein by reference.
Executive Compensation
−Removed: "Compensation Committee Report"
+Added: The information called for by this Item is contained in our definitive Proxy Statement for our 2022 Annual Meeting of Stockholders, and is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: 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.
+Added: The information called for by this Item is contained in our definitive Proxy Statement for our 2022 Annual Meeting of Stockholders, and is incorporated herein by reference.
Equity Compensation Plan Information
7 unchanged sentences
2015 Incentive Award Plan (c) 609,603 1,498,127
−Removed: (a) Represents restricted share unit ("RSU") awards outstanding under the Incentive Award Plan as of December 31, 2020.
−Removed: (b) Includes shares of common stock available for future grants under the Incentive Award Plan as of December 31, 2020.
−Removed: (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.
+Added: Represents restricted share unit ("RSU") awards outstanding under the Incentive Award Plan as of December 31, 2021.
+Added: Includes shares of common stock available for future grants under the Incentive Award Plan as of December 31, 2021.
+Added: 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, 2021 was $30.12 .
Certain Relationships and Related Transactions, and Director Independence
−Removed: Information regarding certain relationships and related transactions, and director independence under the following captions in our Proxy Statement is incorporated by reference herein.
−Removed: "Certain Relationships and Related Person Transactions"
−Removed: "Corporate Governance Principles - Director Independence"
+Added: The information called for by this Item is contained in our definitive Proxy Statement for our 2022 Annual Meeting of Stockholders, and is incorporated herein by reference.
Principal Accounting Fees and Services.
−Removed: Information regarding principal accounting fees and services under the caption "Proposal No.
−Removed: 2 - Ratify Appointment of KPMG LLP" in our Proxy Statement is incorporated by reference herein.
+Added: The information called for by this Item is contained in our definitive Proxy Statement for our 2022 Annual Meeting of Stockholders, and is incorporated herein by reference.
Exhibits and Financial Statement Schedules
(a) Documents filed as part of this Annual Report
−Removed: Report of Independent Registered Public Accounting Firm
+Added: Report of Independent Registered Public Accounting Firm (PCAOB ID:
1 Consolidated Financial Statements
Consolidated Balance Sheets as of December 31, 2021 and 2020
−Removed: Consolidated Statements of Operations and Comprehensive (Loss) Income for the years ended December 31, 2020, 2019 and 2018
+Added: Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2021, 2020 and 2019
Consolidated Statements of Equity for the years ended December 31, 2021, 2020 and 2019
22 unchanged sentences
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)
−Removed: Second Amended and Restated Bylaws of InvenTrust Properties Corp.
−Removed: (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)
+Added: Articles of Amendment of InvenTrust Properties Corp.
+Added: (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on August 5, 2021)
+Added: Articles of Amendment of InvenTrust Properties Corp.
+Added: (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on August 5, 2021)
+Added: Articles Supplementary of InvenTrust Properties Corp.
+Added: (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on October 12, 2021)
+Added: Third Amended and Restated Bylaws of the Company, dated as of October 12, 2021 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on October 12, 2021)
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.
3 unchanged sentences
333-172862) filed November 1, 2019)
−Removed: Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
+Added: Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed by the Registrant with the SEC on February 15, 2022)
Amended and Restated Master Management Agreement, dated as of March 12, 2014, by and between Inland American Real Estate Trust, Inc.
49 unchanged sentences
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)
+Added: First Amendment, dated as of September 22, 2021, to Amended and Restated Term Loan Credit Agreement, among InvenTrust Properties Corp., Wells Fargo Bank, National Association and the other lenders 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 September 22, 2021)
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)
+Added: First Amendment, dated as of September 22, 2021, to Second Amended and Restated Credit Agreement, among InvenTrust Properties Corp., KeyBank, National Association and the other lenders party thereto (incorporated by reference to Exhibit 10.2 to the Registrant's Form 8-K, as filed by the Registrant with the SEC on September 22, 2021)
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)
+Added: Separation and Consulting Agreement, by and between InvenTrust Properties Corp.
+Added: and Thomas McGuinness, dated as of February 18, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on February 23, 2021)
+Added: Third Amended and Restated Share Repurchase Program (incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K, as filed by the Registrant with the SEC on April 12, 2021)
+Added: Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q, as filed by the Registrant with the SEC on November 9, 2017)
Subsidiaries of the Registrant
4 unchanged sentences
Certification by Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: 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, 2021, filed with the Securities and Exchange Commission on February 15, 2022, is formatted in Extensible Business Reporting Language ("XBRL"):
−Removed: (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).
+Added: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Consolidated Statements of Equity, (iv) Consolidated Statements of Cash Flows (v) Notes to Consolidated Financial Statements (tagged as blocks of text).
+Added: 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed as part of this Annual Report
+Added: ** This certification is deemed furnished, and not filed, with the SEC and is not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
^ Management contract or compensatory plan or arrangement.
1 unchanged sentence
INVENTRUST PROPERTIES CORP.
−Removed: /s/ Thomas P.
−Removed: President and Chief Executive Officer (Principal Executive Officer)
+Added: /s/ Daniel J.
+Added: President and Chief Executive Officer
February 15, 2022
1 unchanged sentence
Signature Title Date
−Removed: /s/ Thomas P.
−Removed: McGuinness President and Chief Executive Officer (Principal Executive Officer) February 19, 2021
/s/ Daniel J.
−Removed: Busch Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) February 19, 2021
−Removed: /s/ Michael D.
−Removed: Phillips Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) February 19, 2021
+Added: Busch President, Chief Executive Officer and Director (Principal Executive Officer) February 15, 2022
+Added: /s/ Michael Phillips Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) February 15, 2022
+Added: Michael Phillips
/s/ Stuart Aitken Director February 15, 2022
3 unchanged sentences
Glavin Director February 15, 2022
+Added: /s/ Thomas P.
+Added: McGuinness Director February 15, 2022
Nelson Director February 15, 2022
10 unchanged sentences
Consolidated Balance Sheets as of December 31, 2021 and 2020
−Removed: Consolidated Statements of Operations and Comprehensive (Loss) Income for the years ended December 31, 2020, 2019 and 2018
+Added: Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2021, 2020 and 2019
Consolidated Statements of Equity for the years ended December 31, 2021, 2020 and 2019
2 unchanged sentences
Schedule III - Real Estate and Accumulated Depreciation
−Removed: Schedules not filed:
−Removed: 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.
+Added: All other schedules have been omitted as the information is inapplicable, not required, or the information is included elsewhere in the consolidated financial statements or related notes thereto.
Report of Independent Registered Public Accounting Firm
3 unchanged sentences
We have audited the accompanying consolidated balance sheets of InvenTrust Properties Corp.
−Removed: 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).
+Added: and subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2021, 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, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2021, in conformity with U.S.
21 unchanged sentences
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.
−Removed: Changes in the expected hold period could have a material impact on the projected operating cash flows.
Net investment properties as of December 31, 2021 was $1,923 million, or 87% 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.
−Removed: Changes in the expected hold period could have a material impact on the projected operating cash flows utilized
−Removed: 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.
+Added: Changes in the expected hold period could have a material impact on the projected operating cash flows utilized in the recoverability analysis for the investment property.
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.
−Removed: We evaluated the Company’s consideration of individual investment properties for potential reductions in expected hold period by:
+Added: We evaluated the Company’s consideration of individual real estate properties for potential reductions in expected hold period:
• Inquiring of Company officials to evaluate the likelihood that an investment property will be sold before the end of its expected hold period.
17 unchanged sentences
Net investment properties 1,922,847 1,929,441
−Removed: Cash and cash equivalents 222,610 255,069
−Removed: Restricted cash 1,160 5,679
+Added: Cash, cash equivalents and restricted cash 44,854 223,770
Investment in unconsolidated entities 107,944 109,051
17 unchanged sentences
Distributions in excess of accumulated net income ( 3,876,743 ) ( 3,815,662 )
−Removed: Accumulated comprehensive (loss) income ( 12,449 ) 1,057
+Added: Accumulated comprehensive loss ( 4,322 ) ( 12,449 )
Total stockholders' equity 1,571,552 1,738,863
2 unchanged sentences
INVENTRUST PROPERTIES CORP.
−Removed: Consolidated Statements of Operations and Comprehensive (Loss) Income
+Added: Consolidated Statements of Operations and Comprehensive Income (Loss)
(in thousands, except share and per share amounts)
10 unchanged sentences
General and administrative 38,192 33,141 35,361
+Added: Direct listing costs 19,769 — —
Total operating expenses 209,204 179,650 198,966
1 unchanged sentence
Interest expense, net ( 16,261 ) ( 18,749 ) ( 22,717 )
−Removed: (Loss) gain on extinguishment of debt, net ( 2,543 ) ( 2,901 ) 9,103
+Added: Loss on extinguishment of debt ( 400 ) ( 2,543 ) ( 2,901 )
Provision for asset impairment — ( 9,002 ) ( 2,359 )
−Removed: Gain on sale and transfer of investment properties, net 1,752 62,011 95,097
−Removed: Equity in (losses) earnings and (impairment), net, of unconsolidated entities ( 3,141 ) 957 ( 31,393 )
+Added: Gain on sale of investment properties, net 1,522 1,752 62,011
+Added: Equity in earnings (losses) of unconsolidated entities 6,398 ( 3,141 ) 957
Other income and expense, net 606 3,326 1,384
3 unchanged sentences
Net (loss) income $ ( 5,360 ) $ ( 10,174 ) $ 38,399
−Removed: Weighted average number of common shares outstanding, basic 719,882,476 728,620,309 761,139,011
−Removed: Weighted average number of common shares outstanding, diluted 719,882,476 729,384,149 762,065,474
−Removed: Net (loss) income per common share, from continuing operations, basic and diluted $ ( 0.01 ) $ 0.09 $ 0.11
−Removed: Net loss per common share, from discontinued operations, basic and diluted $ — $ ( 0.04 ) $ —
+Added: Weighted-average common shares outstanding, basic 71,072,933 72,040,623 72,914,406
+Added: Weighted-average common shares outstanding, diluted 71,072,933 72,040,623 72,990,790
+Added: Net (loss) income per common share, continuing operations, basic and diluted $ ( 0.08 ) $ ( 0.14 ) $ 0.88
+Added: Net loss per common share, discontinued operations, basic and diluted $ — $ — $ ( 0.35 )
Net (loss) income per common share, basic and diluted $ ( 0.08 ) $ ( 0.14 ) $ 0.53
1 unchanged sentence
Distributions paid per common share outstanding $ 0.78 $ 0.75 $ 0.73
−Removed: Comprehensive (loss) income
+Added: Comprehensive income (loss)
Net (loss) income $ ( 5,360 ) $ ( 10,174 ) $ 38,399
−Removed: Unrealized (loss) gain on derivatives ( 16,199 ) 816 923
+Added: Unrealized gain (loss) on derivatives 3,795 ( 16,199 ) 816
Reclassification for amounts recognized in net (loss) income 4,332 2,693 ( 1,396 )
−Removed: Comprehensive (loss) income $ ( 23,680 ) $ 37,819 $ 83,816
+Added: Comprehensive income (loss) $ 2,767 $ ( 23,680 ) $ 37,819
See accompanying notes to the consolidated financial statements.
8 unchanged sentences
Comprehensive
−Removed: (Loss) Income Total
+Added: Income (Loss) Total
Beginning balance, January 1, 2019 72,908,273 $ 73 $ 5,586,407 $ ( 3,735,810 ) $ 1,637 $ 1,852,307
−Removed: Impact of Accounting Standards Update ("ASU") No.
−Removed: 2016-01 — — — 275 ( 275 ) —
−Removed: Impact of ASU No.
−Removed: 2017-05 (a) — — — 12,756 — 12,756
−Removed: Adjusted balance at January 1, 2018 774,293,197 773 5,681,912 ( 3,765,877 ) 1,670 1,918,478
Net income — — — 38,399 — 38,399
3 unchanged sentences
Stock-based compensation, net 76,650 — 3,324 — — 3,324
−Removed: Repurchase of common stock through tender offer ( 46,559,289 ) ( 45 ) ( 98,446 ) — — ( 98,491 )
+Added: Repurchase of common stock under share repurchase plan ( 851,760 ) ( 1 ) ( 20,375 ) — — ( 20,376 )
Ending balance, December 31, 2019 72,133,163 72 5,569,356 ( 3,750,884 ) 1,057 1,819,601
−Removed: Net income — — — 38,399 — 38,399
−Removed: Unrealized gain on derivatives — — — — 816 816
+Added: Net loss — — — ( 10,174 ) — ( 10,174 )
+Added: Unrealized loss on derivatives — — — — ( 16,199 ) ( 16,199 )
Reclassification to interest expense, net — — — — 2,634 2,634
+Added: Reclassification to equity in losses of unconsolidated entities — — — — 59 59
Distributions declared — — — ( 54,604 ) — ( 54,604 )
1 unchanged sentence
Repurchase of common stock under share repurchase plan ( 213,612 ) — ( 5,201 ) — — ( 5,201 )
+Added: Common stock issuance costs in excess of proceeds
+Added: from distribution reinvestment plan 7,904 — ( 93 ) — — ( 93 )
Ending balance, December 31, 2020 71,998,654 72 5,566,902 ( 3,815,662 ) ( 12,449 ) 1,738,863
Net loss — — — ( 5,360 ) — ( 5,360 )
−Removed: Unrealized loss on derivatives — — — — ( 16,199 ) ( 16,199 )
+Added: Unrealized gain on derivatives — — — — 3,795 3,795
Reclassification to interest expense, net — — — — 4,198 4,198
−Removed: Reclassification to equity in losses of unconsolidated entities — — — — 59 59
+Added: Reclassification to equity in earnings of unconsolidated entities — — — — 134 134
Distributions declared — — — ( 55,721 ) — ( 55,721 )
1 unchanged sentence
Repurchase of common stock under share repurchase plan ( 755,643 ) ( 7 ) ( 16,678 ) — — ( 16,685 )
−Removed: Common stock issuance costs in excess of proceeds from distribution reinvestment plan 79,040 — ( 93 ) — — ( 93 )
+Added: Repurchase of common stock through tender offer ( 4,000,000 ) ( 4 ) ( 103,327 ) — — ( 103,331 )
Ending balance, December 31, 2021 67,344,374 $ 67 $ 5,452,550 $ ( 3,876,743 ) $ ( 4,322 ) $ 1,571,552
−Removed: (a) See Note 6.
−Removed: Investments in Unconsolidated Entities.
See accompanying notes to the consolidated financial statements.
13 unchanged sentences
Provision for estimated credit losses 2,271 11,119 1,557
−Removed: Gain on sale and transfer of investment properties, net ( 1,752 ) ( 62,011 ) ( 95,097 )
−Removed: Loss (gain) on extinguishment of debt, net 2,543 2,901 ( 9,103 )
−Removed: Equity in losses (earnings) and impairment, net,
−Removed: of unconsolidated entities 3,141 ( 957 ) 31,393
+Added: Gain on sale of investment properties, net ( 1,522 ) ( 1,752 ) ( 62,011 )
+Added: Loss on extinguishment of debt 400 2,543 2,901
+Added: Equity in (earnings) losses of unconsolidated entities ( 6,398 ) 3,141 ( 957 )
Distributions from unconsolidated entities 8,085 6,380 8,228
−Removed: Realized and unrealized gains on marketable securities, net — — ( 244 )
Stock-based compensation, net 9,116 4,449 5,541
8 unchanged sentences
Purchase of investment properties ( 53,078 ) ( 41,446 ) ( 359,095 )
−Removed: Acquired in-place and market lease intangibles, net ( 4,360 ) ( 29,602 ) ( 15,369 )
Capital expenditures and tenant improvements ( 15,361 ) ( 12,918 ) ( 17,754 )
Investment in development and re-development projects ( 5,466 ) ( 2,189 ) ( 7,103 )
−Removed: Proceeds from the sale and transfer of investment properties, net 8,027 346,707 430,514
−Removed: Proceeds from the sale of marketable securities, net — — 4,696
+Added: Proceeds from the sale of investment properties, net 14,807 8,027 346,707
Proceeds from the sale of unconsolidated entity — — 30,000
Indemnification payment related to the sale of investment properties — — ( 30,000 )
−Removed: Contributions to unconsolidated entities — — ( 2,782 )
−Removed: Distributions from unconsolidated entities — — 745
Lease commissions and other leasing costs ( 4,055 ) ( 1,391 ) ( 5,621 )
1 unchanged sentence
Other liabilities ( 1,369 ) ( 2,239 ) 736
−Removed: Net cash (used in) provided by investing activities ( 49,060 ) ( 41,797 ) 175,414
−Removed: INVENTRUST PROPERTIES CORP.
−Removed: Consolidated Statements of Cash Flows
−Removed: (in thousands)
−Removed: Year Ended December 31,
−Removed: 2020 2019 2018
+Added: Net cash used in investing activities ( 64,701 ) ( 49,060 ) ( 41,797 )
Cash flows from financing activities:
3 unchanged sentences
Proceeds from distribution reinvestment plan — 185 —
−Removed: Distributions to shareholders ( 54,214 ) ( 53,250 ) ( 54,194 )
+Added: Distributions to stockholders ( 55,561 ) ( 54,214 ) ( 53,250 )
Proceeds from debt 431,000 150,000 118,000
2 unchanged sentences
Principal payments on mortgage debt ( 1,306 ) ( 1,441 ) ( 2,692 )
+Added: INVENTRUST PROPERTIES CORP.
+Added: Consolidated Statements of Cash Flows
+Added: (in thousands)
+Added: Year Ended December 31,
+Added: 2021 2020 2019
Payment of loan fees and deposits ( 6,065 ) ( 100 ) ( 446 )
1 unchanged sentence
Net cash used in financing activities ( 204,171 ) ( 82,073 ) ( 68,316 )
−Removed: Net (decrease) increase in cash, cash equivalents,
−Removed: and restricted cash ( 36,978 ) ( 4,105 ) 92,975
+Added: Net decrease in cash, cash equivalents and restricted cash ( 178,916 ) ( 36,978 ) ( 4,105 )
Cash, cash equivalents and restricted cash at beginning of year 223,770 260,748 264,853
Cash, cash equivalents and restricted cash at end of year $ 44,854 $ 223,770 $ 260,748
−Removed: Reconciliation of cash, cash equivalents, and restricted cash to consolidated balance sheets:
−Removed: Cash and cash equivalents $ 222,610 $ 255,069 $ 260,131
−Removed: Restricted cash 1,160 5,679 4,722
−Removed: Cash, cash equivalents, and restricted cash at end of year $ 223,770 $ 260,748 $ 264,853
Supplemental disclosure of cash flow information:
2 unchanged sentences
Cash paid for income taxes, net of refunds $ 276 $ 833 $ 446
−Removed: Distributions payable to shareholders $ 13,642 $ 13,252 $ 13,029
−Removed: Recognition of partially deferred gains on property sales $ — $ — $ 12,756
+Added: Distributions payable to stockholders $ 13,802 $ 13,642 $ 13,252
Accrued capital expenditures and tenant improvements $ 3,552 $ 1,404 $ 1,180
10 unchanged sentences
Capitalized acquisition costs ( 59 ) ( 121 ) ( 2,334 )
−Removed: Construction escrow accounts — — 975
Credits and other changes in cash outflow, net 1,691 922 9,003
Gross acquisition price of investment properties $ 54,710 $ 42,247 $ 365,764
−Removed: INVENTRUST PROPERTIES CORP.
−Removed: Consolidated Statements of Cash Flows
−Removed: (in thousands)
−Removed: Year Ended December 31,
−Removed: 2020 2019 2018
−Removed: Sale and transfer of investment properties:
+Added: Sale of investment properties:
Net investment properties $ 10,953 $ 6,400 $ 286,682
3 unchanged sentences
other liabilities — ( 374 ) ( 9,189 )
−Removed: Debt extinguished through transfer of properties — — ( 44,331 )
−Removed: Debt assumed by buyer through disposition of properties — — ( 16,395 )
−Removed: Gain on sale and transfer of investment properties, net 1,752 62,011 95,097
−Removed: (Loss) gain on extinguishment of debt, net — ( 2,092 ) 9,157
−Removed: Debt prepayment penalties — — 3,088
−Removed: Proceeds from sale and transfer of investment properties, net 8,027 346,707 430,514
−Removed: Assumption of mortgage principal by buyer — — 16,600
−Removed: Surrender of mortgage escrows for transferred properties — — 2,160
+Added: Gain on sale of investment properties, net 1,522 1,752 62,011
+Added: Loss on extinguishment of debt — — ( 2,092 )
+Added: Proceeds from sale of investment properties, net 14,807 8,027 346,707
Credits and other changes in cash inflow, net 174 11,093 11,093
5 unchanged sentences
On October 4, 2004, InvenTrust Properties Corp.
−Removed: (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.
+Added: (the "Company" or "InvenTrust") was incorporated as Inland American Real Estate Trust, Inc., a Maryland corporation, and has elected and operates in a manner to be taxed as a real estate investment trust ("REIT") for federal tax purposes.
The Company changed its name to InvenTrust Properties Corp.
−Removed: in April of 2015 and is focused on owning, managing, acquiring and developing a multi-tenant retail platform.
+Added: in April of 2015 and is focused on owning, leasing, redeveloping, acquiring and managing a multi-tenant retail platform.
The accompanying consolidated financial statements include the accounts of the Company, as well as all wholly-owned subsidiaries.
7 unchanged sentences
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").
−Removed: Unless otherwise noted, all dollar amounts are stated in thousands, except share, per share and per square foot data.
+Added: Unless otherwise noted, all square feet and dollar amounts are stated in thousands, except share, per share and per square foot data.
Number of properties and square feet are unaudited.
1 unchanged sentence
Retail Properties Unconsolidated
−Removed: Retail Properties
+Added: Retail Properties at 100%
2021 2020 2021 2020
1 unchanged sentence
Gross Leasable Area (square feet) 8,560 8,392 1,768 2,470
−Removed: Impact of the COVID-19 Pandemic on the Company's Consolidated Financial Statements
−Removed: The Company's business has been, and continues to be, disrupted by the coronavirus disease 2019 ("COVID-19") pandemic.
−Removed: 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.
−Removed: During the year ended December 31, 2020, deferred rental payments of $ 1,583 became due and payable;
−Removed: the Company has collected $ 1,379 as of December 31, 2020.
−Removed: 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.
+Added: New York Sock Exchange Listing and Reverse Stock Split
+Added: On October 12, 2021, the Company’s shares of common stock were listed and began trading on the New York Stock Exchange ("NYSE") under the ticker symbol "IVT" (the "NYSE Listing").
+Added: On August 5, 2021, the Company effected a 1-for-10 reverse stock split of its common stock.
+Added: 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.
+Added: Immediately after effecting the reverse stock split, the Company 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.
+Added: In addition, equitable adjustments were made to the maximum number of shares of common stock that may be issued pursuant to the "Incentive Award Plan" and the maximum number of shares of common stock that may be issued upon exercise of incentive stock options under the Incentive Award Plan, in each case, to reflect the 1-for-10 reverse stock split.
+Added: The number of shares of common stock subject to outstanding awards under the Incentive Award Plan, and certain performance goals applicable to such awards, have also been equitably adjusted to reflect the 1-for-10 reverse stock split.
+Added: Unless otherwise noted, the share and per share information of the Company's common stock in these consolidated financial statements have been retroactively adjusted to give effect to the 1-for-10 reverse stock split for all periods presented.
+Added: "Dutch Auction" Tender Offer
+Added: On October 12, 2021, in conjunction with the NYSE Listing, the Company commenced a modified "Dutch Auction" tender offer (the "Tender Offer") to purchase for cash up to $ 100.0 million of its shares of common stock at a price not greater than $ 28.00 nor less than $ 25.00 per share, net to the seller in cash, less any applicable withholding of taxes and without interest.
+Added: The Tender Offer expired on November 8, 2021.
+Added: As a result of the Tender Offer, the Company accepted for purchase 4,000,000 shares of its common stock (which represented approximately 5.6 % of the total number of shares of common stock outstanding as of November 8, 2021) at a purchase price of $ 25.00 per share, for a cost of approximately $ 100.0 million, excluding related fees and expenses.
+Added: Aggregate fees and expenses of $ 3.3 million were recognized as reductions to common stock and additional paid-in capital.
Basis of Presentation and Summary of Significant Accounting Policies
5 unchanged sentences
Reclassifications
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: The Company has made certain reclassifications to the consolidated balance sheet as of December 31, 2020 to conform to the 2021 presentation, including $ 1,160 reported as restricted cash, now reported as cash, cash equivalents and restricted cash.
Variable Interest Entities
11 unchanged sentences
and (3) any initial direct costs for existing leases as of the effective date.
−Removed: Except as described below, the Company's accounting policies and resulting recognition of lease income remained substantially consistent with previous guidance.
−Removed: In addition, the Company has elected the practical expedient of not separating lease and non-lease components for all qualifying leases.
−Removed: 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").
−Removed: 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.
−Removed: 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.
+Added: In addition, the Company has elected to not separate lease and non-lease components for all qualifying leases.
+Added: In effect, this generally relieves the Company from accounting for certain consideration under ASC 606, Revenue from Contracts with Customers ("Topic 606").
+Added: As a result of the election, all income arising from leases is presented on a combined basis as lease income, net.
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.
3 unchanged sentences
Minimum lease payments are recognized on a straight-line basis over the term of each lease.
−Removed: 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.
+Added: 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.
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.
1 unchanged sentence
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.
−Removed: 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
+Added: 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 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.
15 unchanged sentences
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.
−Removed: 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:
+Added: 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;
• the amended lease results in an increase to the lease term.
−Removed: 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.
8 unchanged sentences
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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: 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, and a direct write-off of the operating lease receivables, including straight-line rent receivable.
Other Fee Income
19 unchanged sentences
The Company evaluates the inputs, processes and outputs of each asset acquired to determine if the transaction is a business combination or asset acquisition.
−Removed: 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.
+Added: If an acquisition qualifies as a business combination, the related transaction costs are expensed.
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.
−Removed: Generally, acquisition of real estate qualifies as an asset acquisition.
+Added: Generally, our acquisitions of real estate qualify as asset acquisitions.
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).
−Removed: 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.
−Removed: 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.
+Added: The values of above- and below-market leases are recorded as intangible assets and intangible liabilities, respectively, 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, net over the remaining term of the associated tenant lease.
+Added: The values, if any, associated with in-place leases are recorded as intangible assets and amortized to depreciation and amortization expense 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.
2 unchanged sentences
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.
−Removed: The Company performs, with the assistance of a third-party valuation specialist, the following procedures for assets acquired:
+Added: With the assistance of a third-party valuation specialist, the Company performs the following procedures for assets acquired:
• Estimate the value of the property "as if vacant" as of the acquisition date;
15 unchanged sentences
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.
−Removed: 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.
+Added: 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 income (loss) for all periods presented.
Impairment of Long Lived Assets
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: The Company assesses the carrying values of long-lived tangible and intangible assets whenever events or changes in circumstances indicate that they may not be fully recoverable.
+Added: An example of an event or changed circumstance is a reduction in the expected hold period of a property.
+Added: When such event or circumstances occur, if it is expected that the carrying value is not recoverable, because the expected undiscounted cash flows do not exceed that carrying value, the Company recognize an impairment loss to the extent that the carrying value exceeds the estimated fair value.
+Added: 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 over time and reviewing and updating 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.
−Removed: However, assumptions and estimates about future cash flows and capitalization rates are complex and subjective.
−Removed: 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.
+Added: Assumptions and estimates about future cash flows and capitalization rates are complex and subjective.
+Added: 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.
+Added: The Company's assessment of expected hold period for investment properties evaluated for impairment is of particular significance because of the material impact it has on the evaluation of the property's recoverability.
+Added: Changes in the Company's disposition strategy or changes in the marketplace may alter the hold period of an asset or asset group which may result in an impairment loss and such loss could be material to the Company's financial condition or operating performance.
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.
6 unchanged sentences
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.
−Removed: Finance lease asset
−Removed: 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.
−Removed: 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.
−Removed: Amortization is included in depreciation and amortization on the consolidated statements of operations and comprehensive (loss) income.
−Removed: 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.
+Added: Finance lease right-of-use ("ROU") asset amortization is computed using the straight-line method over the lease term and included in depreciation and amortization expense.
+Added: Tenant improvements are amortized on a straight-line basis over the lesser of the life of the tenant improvement or the lease term.
+Added: Amortization is included in depreciation and amortization expense.
+Added: Deferred leasing costs are recognized as a part of deferred costs and other assets, net and are amortized to depreciation and amortization expense 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.
−Removed: Cash and Cash Equivalents
+Added: Cash, Cash Equivalents and Restricted Cash
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.
2 unchanged sentences
The Company periodically assesses the credit risk associated with these financial institutions.
−Removed: There is what the Company believes to be insignificant credit risk related to amounts on deposit in excess of FDIC insurance coverage.
−Removed: Restricted Cash
−Removed: 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.
−Removed: Derivative Instruments
−Removed: In the normal course of business, the Company is exposed to the effect of interest rate changes.
−Removed: The Company's objective in using interest rate derivatives is to manage its exposure to interest rate movements and add stability to interest expense.
−Removed: To accomplish this objective, the Company uses interest rate swaps as part of its interest rate risk management strategy.
−Removed: 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.
−Removed: The Company has a policy of only entering into contracts with established financial institutions based upon their credit ratings and other factors.
−Removed: 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.
−Removed: The Company recognizes all derivatives on the consolidated balance sheets at fair value.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The Company does not use derivatives for trading or speculative purposes.
+Added: The Company believes insignificant credit risk exists related to amounts on deposit in excess of FDIC insurance coverage.
+Added: The Company had restricted cash of $ 7,865 and $ 1,160 as of December 31, 2021 and 2020, respectively.
+Added: Restricted cash often 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.
Fair Value Measurements
10 unchanged sentences
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.
−Removed: 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.
+Added: The carrying amounts of cash, cash equivalents and 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" .
−Removed: 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.
−Removed: 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.
−Removed: 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").
+Added: Derivative Instruments
+Added: In the normal course of business, the Company is exposed to the effect of interest rate changes.
+Added: The Company's objective in using interest rate derivatives is to manage its exposure to interest rate movements and add stability to interest expense.
+Added: To accomplish this objective, the Company uses interest rate swaps as part of its interest rate risk management strategy.
+Added: 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.
+Added: The Company has a policy of only entering into contracts with established financial institutions based upon their credit ratings and other factors.
+Added: 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.
+Added: The Company recognizes all derivatives on the consolidated balance sheets at fair value.
+Added: Additionally, changes in fair value will affect either equity or earnings depending on whether the derivative instruments qualify as a hedge for accounting purposes and, if so, the nature of the hedging activity.
+Added: 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 earnings each period until the instrument matures.
+Added: Any derivative instrument used for risk management that does not meet the criteria for hedge accounting is marked-to-market each period in earnings.
+Added: The Company does not use derivatives for trading or speculative purposes.
+Added: The Company has elected and operates in a manner 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.
+Added: To qualify as a REIT, the Company is generally required to distribute at least 90% of its REIT taxable income (subject to certain adjustments) to its stockholders each year (the "90% Distribution Requirement").
+Added: As a REIT, the Company is entitled to a tax deduction for some or all of the dividends paid to stockholders.
+Added: Accordingly, the Company generally will not be subject to federal income taxes as long as it currently distributes to stockholders an amount equal to or in excess of the Company's taxable income.
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.
2 unchanged sentences
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.
−Removed: During 2020, the Company either revoked the TRS elections or dissolved the legal entities for any of its consolidated subsidiaries that were TRSs.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Accordingly, a valuation allowance was recognized to reduce the deferred tax assets to zero.
−Removed: 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 .
−Removed: 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.
−Removed: As of December 31, 2020, the Company has no significant deferred tax assets/liabilities.
+Added: Income tax expense or benefit is recognized as a part of other income and expense, net.
+Added: During the year ended December 31, 2021, the Company did not have any operations within TRSs.
+Added: During the year ended December 31, 2020, the Company either revoked the TRS elections or dissolved the legal entities for any of its consolidated subsidiaries that were TRSs.
+Added: Income tax expense for the year ended December 31, 2021 generally pertains to Texas margin tax.
Income tax expense for the years ended December 31, 2020 and 2019 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.
−Removed: 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.
−Removed: 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.
+Added: As a result of the anticipated NOL carryback claims for the Company's TRSs, total additional tax benefits of $ 1,172 were recognized as a part of other income and expense, net during the year ended December 31, 2020.
The Company has accrued no material interest or penalties relating to income taxes.
3 unchanged sentences
As of December 31, 2021, 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.
−Removed: 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.
+Added: 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 expense.
Time-based awards are generally measured at grant date fair value and not subsequently re-measured.
8 unchanged sentences
Standard Description Date of adoption Effect on the financial statements or other significant matters
−Removed: 2018-13, Fair Value Measurement (Topic 820):
−Removed: Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement
−Removed: 2018-13 is intended to improve the
−Removed: effectiveness of the disclosures required by
−Removed: Topic 820, Fair Value Measurement by
−Removed: eliminating, amending, or adding certain
−Removed: Certain amendments require a
−Removed: prospective transition method, while others
−Removed: require a retrospective transition method.
−Removed: January 2020 The Company adopted the amendments of ASU
−Removed: 2018-13 on the applicable basis required,
−Removed: either prospective or retrospective.
−Removed: only impacts fair value measurement disclosures,
−Removed: and therefore did not have an impact on the
−Removed: Company's consolidated financial
−Removed: position, results of operations, or cash flows.
−Removed: Reference Rate
−Removed: Reform (Topic 848):
−Removed: Facilitation of the
−Removed: Effects of Reference
−Removed: Rate Reform on
−Removed: Financial Reporting and related updates
−Removed: 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.
+Added: 2021-01, Reference Rate Reform (Topic 848):
+Added: Scope ASU 2021-01 is intended to clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition.
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.
−Removed: January 2020 The Company adopted ASU No.
−Removed: 2020-04 and the related updates.
−Removed: The relevant guidance and practical expedients of Topic 848 have been elected as of January 1, 2020.
−Removed: 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.
−Removed: The Company is continuing to evaluate this guidance and may apply other elections as applicable as additional changes in the market occur.
−Removed: The Company expects the application of Topic 848 to assist in preserving the Company's presentation of derivatives as cash flow hedges.
+Added: January 2021 The Company's adoption of ASU No.
+Added: 2021-01 did not result in any incremental elections under Topic 848 regarding cash flow hedges.
+Added: The Company continues to evaluate the guidance of Topic 848 and expects that its application will not change its 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.
7 unchanged sentences
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.
−Removed: The remaining lease terms range from less than one year to seventy-eight years .
+Added: The remaining lease terms range from less than one year to seventy-seven years .
The following table reflects the disaggregation of lease income, net:
1 unchanged sentence
2021 2020 2019
−Removed: Minimum lease payments $ 143,073 $ 157,041 $ 170,379
−Removed: Tax and insurance recoveries 28,827 32,347 33,177
−Removed: Common area maintenance and other recoveries 21,035 23,363 24,817
−Removed: Amortization of above and below-market leases and lease inducements, net 7,060 6,148 5,347
−Removed: Short-term, termination fee and other lease income 4,081 3,311 2,840
−Removed: Uncollectible straight-line rent ( 3,214 ) ( 145 ) —
−Removed: Uncollectible billed rent and recoveries ( 7,905 ) ( 1,412 ) —
+Added: Minimum base rent $ 128,716 $ 127,630 $ 139,827
+Added: Real estate tax recoveries 27,874 27,898 31,484
+Added: Common area maintenance, insurance, and other recoveries 23,948 21,842 24,187
+Added: Ground rent income 13,167 12,976 13,789
+Added: Above and below-market rent and lease inducement amortization, net 4,318 7,060 6,148
+Added: Short-term and other lease income 3,378 2,825 2,094
+Added: Termination fee income 406 1,255 1,217
+Added: Straight-line rent adjustment, net 3,272 2,590 3,464
+Added: Provision for uncollectible straight-line rent ( 468 ) ( 3,214 ) ( 145 )
+Added: Provision for uncollectible billed rent and recoveries ( 2,264 ) ( 9,212 ) ( 1,722 )
+Added: Reversal of uncollectible billed rent and recoveries 5,003 1,307 310
Lease income, net $ 207,350 $ 192,957 $ 220,653
+Added: As of December 31, 2021, the Company had granted approximately $ 5,339 on a cumulative basis of rental payment deferrals, with contractual payment terms through the year ending December 31, 2023.
+Added: During the year ended December 31, 2021, deferred rental payments of $ 4,973 became due of which the Company has collected $ 4,858 as of December 31, 2021.
Other Fee Income
1 unchanged sentence
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.
−Removed: 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.
+Added: The Company had receivables of $ 215 and $ 327 as of December 31, 2021 and 2020, respectively, which are included in deferred costs and other assets, net.
The following table reflects the disaggregation of other fee income:
10 unchanged sentences
Acquisition Price Square Feet
−Removed: February 25, 2020 Trowbridge Crossing Atlanta, GA $ 10,950 62,600
−Removed: March 10, 2020 Antoine Town Center (a) Houston, TX 22,254 110,500
−Removed: November 6, 2020 Eldridge Town Center Kroger (b) Houston, TX 9,043 64,722
−Removed: $ 42,247 237,822
−Removed: (a) This retail property was acquired from the Company's unconsolidated joint venture, as disclosed in "Note 6.
+Added: July 12, 2021 Prestonwood Town Center (a) Dallas, TX $ 52,800 233
+Added: September 2, 2021 Rio Pinar Plaza - Outparcel (b) Orlando, FL 1,910 7
+Added: (a) This retail property was acquired from the Company's unconsolidated joint venture.
Investment in Unconsolidated Entities".
−Removed: (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.
+Added: (b) The assets, liabilities and operations of the outparcel acquired were combined for presentation purposes with a 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, 2020:
1 unchanged sentence
Acquisition Price Square Feet
−Removed: January 31, 2019 Commons at University Place Raleigh $ 23,250 92,000
−Removed: March 20, 2019 Lakeside Winter Park and Lakeside Crossings Orlando 63,500 76,000
−Removed: April 30, 2019 Scofield Crossing (a) Austin 3,000 64,000
−Removed: May 7, 2019 Tomball Town Center Kroger Houston 13,992 74,000
−Removed: June 14, 2019 Sandy Plains Outparcel (b) Atlanta 2,900 6,000
−Removed: June 28, 2019 Shops at Fairview Town Center Dallas 36,000 67,500
−Removed: July 11, 2019 Southern Palm Crossing Miami 96,750 346,200
−Removed: September 9, 2019 Travilah Square Washington, D.C.
−Removed: 52,272 58,300
−Removed: September 13, 2019 Eldorado Marketplace Dallas 70,850 189,500
−Removed: September 27, 2019 Garden Village Outparcel (b) Los Angeles 3,250 3,900
−Removed: $ 365,764 977,400
−Removed: (a) The building and tenant improvements acquired were subject to an existing ground lease at the property.
−Removed: (b) The assets, liabilities and operations of the outparcels acquired are combined for presentation purposes with retail properties already owned by the Company.
+Added: February 25, 2020 Trowbridge Crossing Atlanta, GA $ 10,950 63
+Added: March 10, 2020 Antoine Town Center (a) Houston, TX 22,254 110
+Added: November 6, 2020 Eldridge Town Center Kroger (b) Houston, TX 9,043 65
+Added: (a) This retail property was acquired from the Company's unconsolidated joint venture.
+Added: Investment in Unconsolidated Entities".
+Added: (b) The assets, liabilities and operations of the grocer acquired are combined for presentation purposes with the retail property already owned by the Company.
Transaction costs of $ 59 and $ 121 were capitalized during the years ended December 31, 2021 and 2020, respectively.
2 unchanged sentences
Date Property Metropolitan Area Square Feet Gross
−Removed: Disposition Price Gain (Loss) on Sale, net
+Added: Disposition Price Gain (Loss)
+Added: February 28, 2021 Sonterra Village (a) San Antonio, TX N/A $ 616 $ 436
+Added: March 14, 2021 Eldridge Town Center (a) Houston, TX N/A 133 104
+Added: March 31, 2021 Windward Commons (a) Alpharetta, GA N/A 150 ( 21 )
+Added: June 30, 2021 Eldridge Town Center (a) Houston, TX N/A 418 361
+Added: July 20, 2021 Kroger Tomball Houston, TX 74 13,655 636
+Added: October 31, 2021 Westpark Shopping Center (a) Washington D.C/Richmond Metro Area N/A 9 6
+Added: 74 $ 14,981 $ 1,522
+Added: (a) These dispositions were related to completions of partial condemnations at four retail properties.
+Added: The following table reflects the real property disposed of during the year ended December 31, 2020:
+Added: Date Property Metropolitan Area Square Feet Gross
+Added: Disposition Price Gain (Loss)
February 10, 2020 University Oaks Shopping Center (a) Round Rock, TX N/A $ 527 $ 357
5 unchanged sentences
162 $ 8,456 $ 1,752
−Removed: (a) The Company recognized a gain on sale related to the completion of partial condemnations at these retail properties.
−Removed: (b) The Company recognized a gain on sale related to the disposition of an outparcel at this retail property.
−Removed: The following table reflects the retail properties disposed of during the year ended December 31, 2019:
−Removed: Disposition Date Property Metropolitan Area Square Feet Gross
−Removed: Disposition Price Gain (Loss) on Sale, net Loss on
−Removed: Extinguishment
−Removed: April 3, 2019 Brooks Corner San Antonio 173,000 $ 26,300 $ 5,531 $ ( 809 )
−Removed: May 31, 2019 Silverlake Cincinnati 101,000 6,650 131 —
−Removed: August 15, 2019 Promenade Fultondale Birmingham, AL 207,600 23,200 1,861 —
−Removed: August 21, 2019 Crossroads at Chesapeake Square and Chesapeake Commons Virginia Beach 198,700 23,100 1,353 —
−Removed: September 10, 2019 West Creek Austin 53,300 18,700 5,962 —
−Removed: September 13, 2019 Boynton Commons Miami 210,300 50,000 18,405 —
−Removed: September 25, 2019 Quebec Square Denver 207,600 42,250 ( 800 ) ( 2,092 )
−Removed: October 11, 2019 Northwest Marketplace Houston 185,200 29,500 7,037 —
−Removed: November 14, 2019 White Oak Crossing Raleigh 564,700 92,500 21,737 —
−Removed: November 20, 2019 Woodbridge Crossing Dallas 197,000 45,600 794 —
−Removed: 2,098,400 $ 357,800 $ 62,011 $ ( 2,901 )
+Added: (a) These dispositions were related to completions of partial condemnations at three retail properties.
+Added: (b) Disposition was related to an outparcel at this retail property.
Investment in Unconsolidated Entities
−Removed: Joint Venture Interests
+Added: Joint Venture Interest in IAGM
As of December 31, 2021 and 2020, 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").
−Removed: As of December 31, 2020 and 2019, the carrying value of the Company's investment in IAGM was $ 109,051 and $ 118,861 , respectively.
−Removed: 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.
−Removed: 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.
−Removed: The Company's adoption of ASU No.
−Removed: 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.
+Added: IAGM was formed on April 17, 2013 for the purpose of acquiring, owning, managing, and disposing of retail properties and sharing in the profits and losses from those retail properties and their activities.
The Company analyzed the joint venture agreement and determined that IAGM was not a VIE.
2 unchanged sentences
Therefore, IAGM was not consolidated by the Company, and the equity method of accounting was applied.
−Removed: 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.
−Removed: 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 .
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Fair Value Measurements" .
−Removed: During the year ended December 31, 2020, IAGM prepaid a $ 14,872 mortgage payable with cash on hand.
−Removed: 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 .
−Removed: The Company's share of IAGM's provision for asset impairment was $ 794 , and its share of the loss on sale was $ 307 .
−Removed: Proceeds from the sale were used to extinguish the related $ 16,250 non-recourse mortgage loan.
−Removed: 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.
−Removed: 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.
+Added: 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 income (loss).
+Added: The following table reflects the retail properties disposed by IAGM of during the years ended December 31, 2021 and 2020:
+Added: Date Property Metropolitan Area Square Feet Gross
+Added: Disposition Price Gain on Sale
+Added: March 10, 2020 Antoine Town Center (a)
+Added: Houston, TX 110 $ 22,254 $ 1,741
+Added: July 12, 2021 Prestonwood Town Center (b) Dallas, TX 233 $ 52,800 $ 12,428
+Added: September 3, 2021 Westover Marketplace
+Added: San Antonio, TX 243 $ 28,775 $ 399
+Added: December 1, 2021 South Frisco Village
+Added: Frisco, TX 227 $ 32,600 $ 5,467
+Added: (a) The Company purchased Antoine Town Center from IAGM at a purchase price determined by a third party real estate valuation specialist.
+Added: The Company deferred its share of IAGM's gain on sale of $ 958 and began amortizing it over 30 years as an increase to equity in earnings of unconsolidated entities.
+Added: The Company completed a subsequent sale of an outparcel at this retail property to an unrelated third party which resulted in recognizing $ 54 of previously deferred gain.
+Added: (b) The Company purchased Prestonwood Town Center from IAGM at a purchase price determined by a third party real estate valuation specialist.
+Added: The Company deferred its share of IAGM's gain on sale of $ 6,835 and began amortizing it over 30 years as an increase to equity in earnings of unconsolidated entities.
+Added: The following table reflects the mortgage paydowns by IAGM of during the years ended December 31, 2021 and 2020:
+Added: Date Mortgaged Property Contractual Interest Rate Mortgage Paydown (a) Loss on Debt Extinguishment
+Added: January 22, 2020 South Frisco Village 1.70 % + 1M LIBOR $ 14,872 $ 8
+Added: March 26, 2021 Westover Marketplace
+Added: 4.08 % $ 23,150 $ 14
+Added: July 12, 2021 Senior secured pooled loan
+Added: 1.55 % + 1M LIBOR $ 54,103 $ 215
+Added: (a) Mortgage paydowns were funded by cash on hand and proceeds from the sale of properties.
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").
3 unchanged sentences
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.
−Removed: 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 .
−Removed: Downtown Railyard Ventures, LLC
−Removed: 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.
−Removed: 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.
−Removed: On June 24, 2019, the Company liquidated all interests in DRV in exchange for $ 30,000 of cash consideration.
−Removed: 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.
−Removed: The Company has no continuing involvement with DRV.
+Added: As of December 31, 2021, the interest rate swaps were recorded as a asset with a fair value of $ 530 on IAGM's consolidated balance sheet, of which the Company's share was $ 291 .
+Added: During the year ended December 31, 2020, IAGM recognized a provision for asset impairment of $ 11,016 on one retail property, of which the Company's share of this provision for asset impairment was $ 6,059 , as disclosed in "Note 9.
+Added: Fair Value Measurements" .
Condensed Financial Information
12 unchanged sentences
Carrying value of investments in unconsolidated entities $ 107,944 $ 109,051
−Removed: (a) The outside basis difference relates to the unamortized deferred gain on sale of Antoine Town Center.
+Added: (a) The outside basis difference relates to the unamortized deferred gain on sale of Antoine Town Center and Prestonwood Town Center.
The following table presents condensed income statement information of IAGM and disposed joint ventures.
9 unchanged sentences
Loss on debt extinguishment ( 229 ) ( 8 ) —
−Removed: Gain (loss) on sale of real estate, net 1,741 ( 559 ) ( 4,135 )
Provision for asset impairment — ( 11,016 ) ( 1,443 )
−Removed: Net (loss) income ( 4,017 ) 1,663 ( 4,005 )
−Removed: Disposed joint venture activity
−Removed: Net (loss) income — ( 4,869 ) 573
−Removed: Total net (loss) income of unconsolidated entities $ ( 4,017 ) $ ( 3,206 ) $ ( 3,432 )
−Removed: Company's share of net loss $ ( 2,264 ) $ ( 3,446 ) $ ( 1,870 )
+Added: Gain (loss) on sale of real estate, net 18,294 1,741 ( 559 )
+Added: Net income (loss) 23,814 ( 4,017 ) 1,663
+Added: Disposed joint venture
+Added: Net loss — — ( 4,869 )
+Added: Total net income (loss) of unconsolidated entities $ 23,814 $ ( 4,017 ) $ ( 3,206 )
+Added: Company's share of net income (loss) $ 13,089 $ ( 2,264 ) $ ( 3,446 )
Outside basis adjustment for investee's sale of real estate, net ( 6,691 ) ( 877 ) 4,403
−Removed: Impairment of DRV — — ( 29,933 )
−Removed: Distributions in excess of the investments' carrying value — — 410
−Removed: Equity in (losses) earnings and (impairment), net, of unconsolidated entities $ ( 3,141 ) $ 957 $ ( 31,393 )
+Added: Equity in earnings (losses) of unconsolidated entities $ 6,398 $ ( 3,141 ) $ 957
The following table summarizes the scheduled maturities of IAGM's mortgages payable as of December 31, 2021:
1 unchanged sentence
As of December 31, 2021
−Removed: 2021 $ 23,150
−Removed: Thereafter 17,800
Total $ 166,702
2 unchanged sentences
Intangible Assets, Liabilities, and Deferred Leasing Costs
−Removed: The following table summarizes the Company’s identified intangible assets, liabilities, and deferred leasing costs as of December 31, 2020 and 2019:
+Added: The following table summarizes the Company’s intangible assets, liabilities, and deferred leasing costs as of December 31, 2021 and 2020:
As of December 31,
27 unchanged sentences
Amortization of deferred leasing costs $ 2,138 $ 1,913 $ 2,311
−Removed: 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:
+Added: The following table provides a summary of the amortization during the next five years and thereafter related to intangible assets, liabilities, and deferred leasing costs as of December 31, 2021:
Year ending December 31, In-place leases Above market leases Deferred leasing costs Below market leases
6 unchanged sentences
Total $ 73,838 $ 7,188 $ 12,427 $ 28,995
−Removed: 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 .
−Removed: 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.
+Added: As of December 31, 2021, the Company's total debt, net, was $ 533,082 , which consists of mortgages payable, net, of $ 105,574 , unsecured term loans, net, of $ 396,508 , and a line of credit balance of $ 31,000 .
+Added: The Company believes 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.
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.
2 unchanged sentences
Mortgages payable
−Removed: As of December 31, 2020 and 2019, the Company had the following mortgages payable outstanding:
+Added: As of December 31, 2021 and 2020, the Company's mortgages payable, net were as follows:
December 31, 2021 December 31, 2020
3 unchanged sentences
Total mortgages payable, net $ 105,574 $ 106,728
−Removed: (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.
−Removed: The following table shows the scheduled maturities of the Company's mortgages payable as of December 31, 2020:
+Added: (a) Fixed interest rates ranged from 3.49 % to 4.58 %, with a weighted average interest rate of 4.07 % as of December 31, 2021 and 2020.
+Added: The following table summarizes the scheduled maturities of the Company's mortgages payable as of December 31, 2021:
Scheduled maturities by year:
As of December 31, 2021
+Added: 2022 $ 22,399
Total $ 105,955
−Removed: During the year ended December 31, 2020, the Company repaid $ 67,349 of mortgages payable on three retail properties with cash on hand.
Credit Agreements
Revolving line of credit
−Removed: 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").
−Removed: 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.
−Removed: The Company subsequently repaid $ 100,000 of that draw during the fourth quarter of 2020.
−Removed: The Revolving Credit Agreement has a 4-year term maturing on December 21, 2022, with two six month extension options.
−Removed: 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.
−Removed: As of December 31, 2020, $ 300,000 of the facility was undrawn.
+Added: On December 21, 2018, the Company entered into an unsecured revolving credit agreement, which amended and restated its prior unsecured revolving credit agreement in its entirety, and provided for a $ 350,000 unsecured revolving line of credit (the "Revolving Credit Agreement").
+Added: On September 22, 2021, the Company entered into an amendment to the Revolving Credit Agreement (the "Amended Revolving Credit Agreement"), which provides for, among other things, an extension of the maturity of the Company's $ 350,000 Revolving Credit Agreement to September 22, 2025, with two six-month extension options.
+Added: The following table summarizes the Company's activity under the revolving line of credit during the years ended December 31, 2021, and 2020:
+Added: Revolving Line of Credit
+Added: Interest Rate
+Added: Outstanding borrowings as of January 1, 2020 $ —
+Added: Draw on March 27, 2020 $ 150,000
+Added: Repayment on October 28, 2020 $ ( 100,000 )
+Added: Outstanding borrowings as of December 31, 2020 (a) $ 50,000 1.1980 % (b)
+Added: Repayment on March 11, 2021 $ ( 50,000 )
+Added: Draw on November 9, 2021 $ 31,000
+Added: Outstanding borrowings as of December 31, 2021 (a) $ 31,000 1.1520 % (c)
+Added: (a) As of December 31, 2021 and 2020, $ 319,000 and $ 300,000 remained undrawn, respectively, and the credit facility fee was 0.15 %.
+Added: (b) Interest rate reflects 1-Month LIBOR plus 1.05 % effective December 29, 2020.
+Added: (c) Interest rate reflects 1-Month LIBOR plus 1.05 % effective December 9, 2021.
Unsecured term loans
−Removed: The Company has $ 400,000 in unsecured term loans (the "Term Loan Agreement").
−Removed: The Term Loan Agreement consists of two tranches:
−Removed: a $ 250,000 5-year tranche maturing on December 21, 2023, and a $ 150,000 5.5-year tranche maturing on June 21, 2024.
−Removed: 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.
−Removed: As of December 31, 2020 and 2019, the Company had the following borrowings outstanding under its unsecured term loans:
−Removed: December 31, 2020 December 31, 2019
−Removed: Principal Balance Interest Rate Principal Balance Interest Rate Maturity Date
+Added: On December 21, 2018, the Company entered into an unsecured term loan credit agreement, which amended and restated its prior unsecured term loan credit agreement in its entirety (the “Term Loan Credit Agreement”).
+Added: On September 22, 2021, the Company entered into an amendment to its $ 400,000 Term Loan Credit Agreement (the "Amended Term Loan Agreement"), which provides for, among other things, an extension of the maturity and a reallocation of indebtedness under the two outstanding tranches of term loans thereunder .
+Added: The Amended Term Loan Agreement consists of a $ 200,000 5 -year tranche maturing on September 22, 2026, and a $ 200,000 5.5 -year tranche maturing on March 22, 2027.
+Added: As of December 31, 2021, the Company had the following unsecured term loan tranches outstanding under the Amended Term Loan Agreement:
+Added: Principal Balance Interest Rate Maturity Date
$ 200.0 million 5 year - swapped to fixed rate
−Removed: $ 100,000 2.6795 % (a) $ 100,000 2.6795 % (a) December 21, 2023
+Added: $ 100,000 2.6795 % (a) September 22, 2026
$ 200.0 million 5 year - swapped to fixed rate
−Removed: 100,000 2.6795 % (a) 100,000 2.6795 % (a) December 21, 2023
+Added: 100,000 2.6795 % (a) September 22, 2026
+Added: $ 200.0 million 5.5 year - swapped to fixed rate
+Added: 50,000 2.6915 % (a) March 22, 2027
+Added: $ 200.0 million 5.5 year - swapped to fixed rate
+Added: 50,000 2.6990 % (a) March 22, 2027
$ 200.0 million 5.5 year - variable rate
−Removed: 50,000 1.3548 % (b) 50,000 2.8911 % (c) December 21, 2023
+Added: 100,000 1.2993 % (b) March 22, 2027
+Added: Total unsecured term loans 400,000
+Added: Issuance costs, net of accumulated amortization ( 3,492 )
+Added: Total unsecured term loans, net $ 396,508
+Added: (a) Interest rates reflect the fixed rates achieved through the Company's interest rate swaps.
+Added: (b) Interest rate reflects 1-Month LIBOR plus 1.20 % effective December 1, 2021.
+Added: As of December 31, 2020, the Company had the following borrowings outstanding under the Term Loan Credit Agreement:
+Added: Principal Balance Interest Rate Maturity Date
$ 250.0 million 5 year - swapped to fixed rate
−Removed: 50,000 2.6915 % (a) 50,000 2.6915 % (a) June 21, 2024
+Added: $ 100,000 2.6795 % (a) December 21, 2023
$ 250.0 million 5 year - swapped to fixed rate
−Removed: 50,000 2.6990 % (a) 50,000 2.6690 % (a) June 21, 2024
+Added: 100,000 2.6795 % (a) December 21, 2023
$ 250.0 million 5 year - variable rate
−Removed: 50,000 1.3548 % (b) 50,000 2.8911 % (c) June 21, 2024
+Added: 50,000 1.3548 % (b) December 21, 2023
+Added: $ 150.0 million 5.5 year - swapped to fixed rate
+Added: 50,000 2.6915 % (a) June 21, 2024
+Added: $ 150.0 million 5.5 year - swapped to fixed rate
+Added: 50,000 2.6990 % (a) June 21, 2024
+Added: $ 150.0 million 5.5 year - variable rate
+Added: 50,000 1.3548 % (b) June 21, 2024
Total unsecured term loans 400,000
1 unchanged sentence
Total outstanding credit agreements, net $ 398,381
−Removed: (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 %.
−Removed: 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 %.
+Added: (a) Interest rates reflect the fixed rates achieved through the Company's interest rate swaps.
(b) Interest rate reflects 1-Month LIBOR plus 1.20 % effective December 1, 2020.
−Removed: (c) Interest rate reflects 1-Month LIBOR plus 1.20 % as of December 2, 2019.
−Removed: 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.
−Removed: 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.
−Removed: The Company has designated these interest rate swaps as cash flow hedges.
−Removed: The following table represents the effect of the derivative financial instruments on the consolidated financial statements:
−Removed: Location and amount of (loss) gain recognized in accumulated
+Added: Interest Rate Swaps
+Added: During the year ended December 31, 2021, the Company entered into four interest rate forward swap agreements to address the periods between the maturity dates of the effective swaps and the maturity dates of the Amended Term Loan Agreement.
+Added: In tandem, the interest rate swaps achieve fixed interest rates for a constant notional amount through the maturity dates of the Amended Term Loan Agreement.
+Added: The following table summarizes the Company's four effective interest rate swaps as of December 31, 2021 and 2020:
+Added: Effective Interest
+Added: Rate Swaps Notional
+Added: Amount Company Receives
+Added: Variable Rate of Company Pays
+Added: Fixed Rate of Fixed Rate Achieved Effective Date Maturity Date
+Added: 5 Year Term Loan
+Added: $ 100,000 1-Month LIBOR
+Added: 1.47950 % 2.67950 % Dec 2, 2019 Dec 21, 2023
+Added: 5 Year Term Loan
+Added: 100,000 1-Month LIBOR
+Added: 1.47950 % 2.67950 % Dec 2, 2019 Dec 21, 2023
+Added: 5.5 Year Term Loan
+Added: 50,000 1-Month LIBOR
+Added: 1.49150 % 2.69150 % Dec 2, 2019 Jun 21, 2024
+Added: 5.5 Year Term Loan
+Added: 50,000 1-Month LIBOR
+Added: 1.49900 % 2.69900 % Dec 2, 2019 Jun 21, 2024
+Added: The following table summarizes the Company's four forward interest rate swaps as of December 31, 2021:
+Added: Forward Interest
+Added: Rate Swaps Notional
+Added: Amount Company Receives
+Added: Variable Rate of Company Pays
+Added: Fixed Rate of Fixed Rate Achieved Effective Date Maturity
+Added: 5 Year Term Loan
+Added: $ 100,000 1-Month LIBOR
+Added: 1.57625 % 2.77625 % Dec 21, 2023 Sep 22, 2026
+Added: 5 Year Term Loan
+Added: 100,000 1-Month LIBOR
+Added: 1.57300 % 2.77300 % Dec 21, 2023 Sep 22, 2026
+Added: 5.5 Year Term Loan
+Added: 50,000 1-Month LIBOR
+Added: 1.57700 % 2.77700 % Jun 21, 2024 Mar 22, 2027
+Added: 5.5 Year Term Loan
+Added: 50,000 1-Month LIBOR
+Added: 1.59600 % 2.79600 % Jun 21, 2024 Mar 22, 2027
+Added: The following table summarizes the effects of derivative financial instruments on the consolidated financial statements:
+Added: Location and amount of gain (loss) recognized in accumulated
comprehensive income Location and amount of (loss) gain
2 unchanged sentences
2021 2020 2019 2021 2020 2019 2021 2020 2019
−Removed: 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
+Added: Unrealized gain (loss) on derivatives $ 3,795 $ ( 16,199 ) $ 816 Interest expense, net $ ( 4,332 ) $ ( 2,693 ) $ 1,396 Interest expense, net $ 16,261 $ 18,749 $ 22,717
+Added: As of December 31, 2021 and 2020, each of the Company's interest rate swaps are in a liability position and included within other liabilities on the consolidated balance sheets.
+Added: The Company has designated these interest rate swaps as cash flow hedges.
Fair Value Measurements
5 unchanged sentences
Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
−Removed: Derivative interest rate assets (b) $ — $ — $ — $ — $ 1,057 $ —
−Removed: Derivative interest rate liabilities (c) — $ ( 12,449 ) — — — —
−Removed: (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.
−Removed: (b) Recognized as a part of deferred costs and other assets, net, on the consolidated balance sheets.
−Removed: (c) Recognized as a part of other liabilities on the consolidated balance sheets.
−Removed: At December 31, 2020 and 2019, the Company had no level one recurring fair value measurements.
+Added: Derivative interest rate liabilities (b)(c) — $ ( 4,322 ) — — ( 12,449 ) —
+Added: (a) During the twelve months subsequent to December 31, 2021, an estimated $ 3,068 of derivative interest rate liabilities recognized in accumulated comprehensive loss will be reclassified into earnings.
+Added: (b) The Company's and IAGM's derivative liabilities are recognized as a part of other liabilities and investment in unconsolidated entities, respectively, on the Company's consolidated balance sheets.
+Added: (c) As of December 31, 2021 and 2020, the Company determined that the credit valuation adjustments associated with nonperformance risk are not significant to the overall valuation of its derivatives.
+Added: As a result, the Company's derivative valuations in their entirety are classified as Level 2 of the fair value hierarchy.
+Added: At December 31, 2021 and 2020, the Company had no Level 1 recurring fair value measurements.
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.
−Removed: 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.
−Removed: As a result, the Company's derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
−Removed: At December 31, 2020 and 2019, the Company had no level three recurring fair value measurements.
+Added: At December 31, 2021 and 2020, the Company had no Level 3 recurring fair value measurements.
Non-Recurring Measurements
Investment Properties
−Removed: 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.
+Added: During the year ended December 31, 2021, the Company had no Level 3 nonrecurring fair value measurements.
+Added: 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 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.
−Removed: 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.
+Added: 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 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.
−Removed: 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.
−Removed: The Company's fair values were based on executed sales contracts.
Assets Held by Unconsolidated Entities
3 unchanged sentences
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.
−Removed: 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.
−Removed: Unconsolidated Entities
−Removed: 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.
−Removed: 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.
−Removed: The appraisal utilized a discounted cash flow model, which included inflows and outflows over a specific holding period.
−Removed: The cash flows consisted of unobservable inputs such as forecasted revenues and expenses, based on market conditions and expected growth rates.
−Removed: 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.
−Removed: 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.
+Added: The Company recognized its' share of this provision for asset impairment of $ 6,059 as part of equity in earnings (losses).
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, 2021, 2020, and 2019:
2 unchanged sentences
Investment properties $ — $ — $ 5,500 $ 9,002 $ 42,250 $ 2,359
−Removed: Investment in unconsolidated entities — — — — 30,049 29,933
−Removed: Total $ 9,002 $ 2,359 $ 33,443
Financial Instruments Not Measured at Fair Value
11 unchanged sentences
Earnings Per Share and Equity Transactions
−Removed: 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.
−Removed: The restricted share awards issued pursuant to the InvenTrust Properties Corp.
−Removed: 2015 Incentive Award Plan (as amended, the "Incentive Award Plan") are deemed to be participating securities.
−Removed: 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.
+Added: Basic earnings per share ("EPS") is computed using the two-class method by dividing net income or loss by the weighted average number of common shares outstanding for the period (the "common shares") and participating securities.
+Added: The time-based restricted share awards issued pursuant to the Incentive Award Plan are deemed to be participating securities.
+Added: Diluted EPS is generally computed using the treasury-stock method by dividing net income or loss by the common shares plus potential common shares resulting from time-based restricted share awards.
The following table reconciles the amounts used in calculating basic and diluted earnings per share:
4 unchanged sentences
Net (loss) income from continuing operations attributable to common shareholders $ ( 5,360 ) $ ( 10,174 ) $ 63,870
−Removed: Net (loss) income from discontinued operations attributable to common shareholders $ — $ ( 25,500 ) $ —
−Removed: Weighted average number of common shares outstanding - basic 719,882,476 728,620,309 761,139,011
+Added: Net loss from discontinued operations attributable to common shareholders $ — $ — $ ( 25,500 )
+Added: Weighted average common shares outstanding - basic 71,072,933 72,040,623 72,914,406
Effect of unvested restricted shares (a) — — 76,384
−Removed: Weighted average number of common shares outstanding - diluted 719,882,476 729,384,149 762,065,474
+Added: Weighted average common shares outstanding - diluted 71,072,933 72,040,623 72,990,790
Basic and diluted earnings per common share:
−Removed: Net (loss) income from continuing operations per share $ ( 0.01 ) $ 0.09 $ 0.11
−Removed: Net loss from discontinued operations per share — ( 0.04 ) —
−Removed: Net (loss) income per share $ ( 0.01 ) $ 0.05 $ 0.11
−Removed: (a) For the year ended December 31, 2020, the Company has excluded the anti-dilutive effect of unvested restricted shares.
−Removed: 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.
−Removed: The Company's obligation to repurchase any shares under the SRP was conditioned upon having sufficient funds available to complete the repurchase.
−Removed: 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.
−Removed: 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 .
+Added: Net (loss) income per common share, continuing operations, basic and diluted $ ( 0.08 ) $ ( 0.14 ) $ 0.88
+Added: Net loss per common share, discontinued operations, basic and diluted — — ( 0.35 )
+Added: Net (loss) income per common share, basic and diluted $ ( 0.08 ) $ ( 0.14 ) $ 0.53
+Added: (a) For the years ended December 31, 2021 and 2020, the Company has excluded the anti-dilutive effect of unvested restricted shares.
+Added: On August 5, 2021, the Company effected a 1-for-10 reverse stock split of its common stock, reducing the number of shares of common stock outstanding from 712,090,283 to 71,261,403 shares on that date.
+Added: Fractional shares resulted in the issuance of an additional 52,375 shares, which have been included in the total issued and outstanding shares for all periods presented.
+Added: Organization" for more information concerning the reverse stock split.
+Added: On April 6, 2021, the Company adopted the Third Amended and Restated Share Repurchase Program, (as amended, the "SRP").
+Added: On April 12, 2021, the Company announced the reinstatement of the SRP, effective May 14, 2021, for qualifying stockholders.
+Added: The repurchase price per share of $ 21.70 for eligible stockholders is 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 Company's board of directors (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.
−Removed: 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").
−Removed: 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.
−Removed: 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.
+Added: On August 5, 2021, the Board suspended the SRP effective September 5, 2021.
+Added: On November 1, 2019, the Company adopted a Second Amended and Restated Share Repurchase Program (the "Original SRP").
+Added: During the year ended December 31, 2020 , 213,612 shares were repurchased in connection with the Original SRP.
+Added: Effective July 11, 2020, the Company suspended the Original SRP.
+Added: During the year ended December 31, 2019, 851,760 shares were repurchased in connection with the Original SRP at a price per share of $ 2.355 .
+Added: On November 1, 2019, the Company began offering shares of its common stock to existing stockholders pursuant to its Amended and Restated Distribution Reinvestment Plan ("DRP").
+Added: During the year ended December 31, 2020 , 7,904 shares, respectively, were issued pursuant to the DRP.
During the year ended December 31, 2019, the Company did not issue shares pursuant to the DRP.
−Removed: 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 .
−Removed: Effective July 11, 2020, the Company suspended the SRP and the DRP.
−Removed: 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.
−Removed: 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.
−Removed: The Offer expired on September 13, 2018.
−Removed: 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.
−Removed: 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.
+Added: Effective July 11, 2020, the Company suspended the DRP.
Stock-Based Compensation
1 unchanged sentence
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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Time-based RSU awards granted to employees vest equally on each of the first three anniversaries of the applicable vesting commencement date, subject to the employees' continued service to the Company.
+Added: The 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 stockholders following the grant date, subject to the directors' continued service to the Company.
+Added: Performance-based RSU awards granted to employees vest at the conclusion of the performance period, subject to the recipients' continued service to the Company and achievement of the specified performance levels.
+Added: The Company is authorized to grant up to 3,000,000 shares of the Company's common stock pursuant to awards under the Incentive Award Plan.
As of December 31, 2021, 1,498,127 shares were available for future issuance under the Incentive Award Plan.
+Added: On February 18, 2021, the Board approved grants of time-based and performance-based RSUs under the Company's Incentive Award Plan at the most recent estimated NAV per share of $ 28.90 as of December 1, 2020.
+Added: On February 23, 2021, the Company announced the expected retirement of its President and Chief Executive Officer in August 2021, which resulted in accelerated recognition of certain stock-based compensation expenses.
+Added: The Company also announced the appointment of certain executives in establishing a plan of succession.
+Added: In connection with the appointments, the Board approved one-time grants of time-based RSUs under the Company's Incentive Award Plan at the most recent estimated NAV per share of $ 28.90 as of December 1, 2020.
The following table summarizes the Company's RSU activity under the Incentive Award Plan during the years ended December 31, 2021, 2020, and 2019:
2 unchanged sentences
RSUs Weighted Average
−Removed: Grant Date Value
−Removed: Per Share (a)
+Added: Grant Date Price
Outstanding as of January 1, 2019 154,816 $ 31.80
11 unchanged sentences
Outstanding as of December 31, 2021 138,235 471,368 $ 30.12
−Removed: (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.
−Removed: 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, 2021, there was $ 4,756 of total unrecognized compensation expense related to unvested stock-based compensation arrangements that will vest through December 2023.
−Removed: 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.
+Added: The Company recognized stock-based compensation expense of $ 9,116 , $ 4,449 and $ 5,541 for the years ended December 31, 2021, 2020 and 2019, respectively, as a part of general and administrative expenses .
Commitments and Contingencies
10 unchanged sentences
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.
−Removed: 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 .
−Removed: In conjunction with the adoption of Topic 842, the Company elected the following practical expedients and accounting policies:
−Removed: • to combine lease and non-lease components and apply Topic 842 to the combined component;
−Removed: • to utilize a portfolio approach for determining a discount rate for groups of leases which are similar in nature and have similar contract provisions;
−Removed: • to not recognize assets and liabilities related to leases with terms of 12 months or less;
−Removed: • to exclude variable lease payments from initial recognition of the lease liabilities and all lease options from the determination of minimum lease terms.
+Added: 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 ROU assets of $ 2,890 and lease liabilities of $ 3,114 .
The following table reflects the Company's operating and finance lease arrangements as of December 31, 2021 and 2020:
8 unchanged sentences
Statement of Operations and
−Removed: Comprehensive (Loss) Income Caption Year ended December 31,
+Added: Comprehensive Income (Loss) Caption Year ended December 31,
Minimum operating lease payments General and administrative $ 515 $ 663
5 unchanged sentences
Weighted-average remaining lease term of operating leases 7.9 years 4.0 years
−Removed: Weighted-average remaining lease term of finance leases 1.8 years 2.8 years
+Added: Weighted-average remaining lease term of finance leases 1.0 year 1.8 years
Weighted-average discount rate of operating leases 4.36 % 4.44 %
12 unchanged sentences
In preparing its consolidated financial statements, the Company evaluated events and transactions occurring after December 31, 2021 through the date the financial statements were issued for recognition and disclosure purposes.
−Removed: Quarterly Supplemental Financial Information (unaudited)
−Removed: The following table represents the results of operations, for each quarterly period, during 2020 and 2019:
−Removed: For the quarter ended
−Removed: December 31, 2020 September 30, 2020 June 30, 2020 March 31, 2020
−Removed: Total income $ 51,211 $ 52,545 $ 41,639 $ 52,438
−Removed: Net income (loss) from continuing operations 1,246 1,677 ( 9,611 ) ( 3,486 )
−Removed: Net loss from discontinued operations — — — —
−Removed: Net income (loss) 1,246 1,677 ( 9,611 ) ( 3,486 )
−Removed: Net loss per common share,
−Removed: basic and diluted (a) — — ($ 0.01 ) —
−Removed: Weighted average number of common shares outstanding, basic (a) 718,940,463 718,934,723 720,849,620 720,825,864
−Removed: Weighted average number of common shares outstanding, diluted (a) 719,858,839 719,568,339 720,849,620 720,825,864
−Removed: For the quarter ended
−Removed: December 31, 2019 September 30, 2019 June 30, 2019 March 31, 2019
−Removed: Total income $ 54,740 $ 58,169 $ 57,190 $ 56,391
−Removed: Net income from continuing operations 28,694 24,926 6,278 4,001
−Removed: Net loss from discontinued operations — — ( 12,000 ) ( 13,500 )
−Removed: Net income (loss) 28,694 24,926 ( 5,722 ) ( 9,499 )
−Removed: Net loss per common share, from discontinued operations, basic and diluted (a) — — ($ 0.02 ) ($ 0.02 )
−Removed: Net income (loss) per common share, basic and diluted (a) $ 0.04 $ 0.03 ($ 0.01 ) ($ 0.01 )
−Removed: Weighted average number of common shares outstanding, basic (a) 728,544,149 728,722,763 728,654,374 728,558,989
−Removed: Weighted average number of common shares outstanding, diluted (a) 729,536,570 729,456,722 729,287,663 728,827,861
−Removed: (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.
+Added: On February 2, 2022, the Company acquired two properties in Austin, Texas for $ 189.3 million, Escarpment Village, approximately 168,000 square feet and anchored by H.E.B., and The Shops at Arbor Trails, approximately 357,000 square feet and anchored by Costco and Whole Foods.
+Added: The Company assumed $ 57.5 million of existing mortgage debt and drew down approximately $ 105.0 million on its line of credit to fund the acquisition.
INVENTRUST PROPERTIES CORP.
3 unchanged sentences
PROPERTY NAME
−Removed: 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
+Added: Location Encumbrance Land Buildings and Improvements Adjustments to Land Basis (B) Adjustments to Basis (B) Land Buildings and Improvements Total (C) Accumulated Depreciation (D,E) Date Acquired
Antoine Town Center
15 unchanged sentences
Commons at University Place
−Removed: Raleigh, NC — 3,198 17,909 — — 3,198 17,909 21,107 1,194 2019
+Added: Durham, NC — 3,198 17,909 — — 3,198 17,909 21,107 1,817 2019
Coweta Crossing
3 unchanged sentences
Eldorado Marketplace
−Removed: Dallas, TX — 15,732 49,311 — ( 60 ) 15,732 49,251 64,983 2,328 2019
−Removed: ELDRIDGE TOWN CENTER
+Added: Frisco, TX — 15,732 49,311 — 127 15,732 49,438 65,170 4,091 2019
+Added: Eldridge Town Center & Windermere Village
Houston, TX — 5,380 22,994 1,977 5,770 7,357 28,764 36,121 12,134 2005
2 unchanged sentences
Gateway Market Center
−Removed: Tampa, FL — 13,600 4,992 — 4,145 13,600 9,137 22,737 2,622 2010
+Added: Petersburg, FL — 13,600 4,992 — 4,421 13,600 9,413 23,013 2,884 2010
Kennesaw Marketplace
Kennesaw, GA — 12,587 51,860 — 420 12,587 52,280 64,867 6,541 2018
−Removed: KROGER TOMBALL
−Removed: Tomball, TX — 1,104 10,223 — — 1,104 10,223 11,327 604 2019
−Removed: Initial Cost (A) Gross amount at which carried at end of period
−Removed: PROPERTY NAME
−Removed: 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 — 468 6,076 48,688 54,764 7,412 2017
−Removed: LAKESIDE WINTER PARK AND CROSSINGS
−Removed: Orland, FL — 16,594 41,085 — ( 283 ) 16,594 40,801 57,395 2,557 2019
+Added: Lakeside & Lakeside Crossing
+Added: Winter Park, FL — 16,594 41,085 — ( 237 ) 16,594 40,848 57,442 4,031 2019
Market at Westlake
2 unchanged sentences
Charlotte, NC — 7,591 21,303 — 637 7,591 21,940 29,531 4,067 2016
+Added: Initial Cost (A) Gross amount at which carried at end of period
+Added: PROPERTY NAME
+Added: Location Encumbrance Land Buildings and Improvements Adjustments to Land Basis (B) Adjustments to Basis (B) Land Buildings and Improvements Total (C) Accumulated Depreciation (D,E) Date Acquired
Old Grove Marketplace
Oceanside, CA $ — $ 12,545 $ 8,902 $ — $ 232 $ 12,545 $ 9,134 $ 21,679 $ 1,885 2016
−Removed: PARAISO PARC AND WESTFORK PLAZA
−Removed: Pembroke Pines, FL — 28,267 124,019 — 5,099 28,267 129,118 157,385 17,200 2017
−Removed: PAVILION AT LAQUINTA
+Added: Pavilion at La Quinta
LaQuinta, CA 22,399 15,200 20,947 — 1,571 15,200 22,518 37,718 10,122 2009
5 unchanged sentences
Plaza Midtown
−Removed: Atlanta, GL — 5,295 23,946 — 242 5,295 24,188 29,483 2,686 2017
+Added: Atlanta, GA — 5,295 23,946 — 381 5,295 24,327 29,622 3,509 2017
+Added: Prestonwood Town Center
+Added: Dallas, TX — 22,055 22,140 — — 22,055 22,140 44,195 547 2021
Renaissance Center
Durham, NC 14,107 26,713 96,141 — 4,763 26,713 100,904 127,617 21,283 2016
−Removed: RIO PINOR PLAZA
+Added: Rio Pinar Plaza
Orlando, FL — 5,171 26,903 676 1,758 5,847 28,661 34,508 6,076 2015
−Removed: RIVER OAKS SHOPPING CENTER
−Removed: Valencia, CA — 24,598 88,418 — 205 24,598 88,623 113,221 10,224 2017
+Added: Santa Clarita, CA — 24,598 88,418 — 1,081 24,598 89,499 114,097 13,340 2017
Riverview Village
Arlington, TX — 6,000 9,649 — 908 6,000 10,557 16,557 5,526 2007
−Removed: RIVERWALK MARKET
+Added: Riverview Market
Flower Mound, TX — 5,931 23,922 — 548 5,931 24,470 30,401 4,557 2016
2 unchanged sentences
Marietta, GA — 12,364 27,270 652 2,182 13,016 29,452 42,468 3,024 2018
−Removed: Initial Cost (A) Gross amount at which carried at end of period
−Removed: PROPERTY NAME
−Removed: 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
3 unchanged sentences
Shops at Fairview Town Center
−Removed: Dallas, TX — 7,299 25,233 — 43 7,299 25,276 32,575 1,330 2019
+Added: Fairview, TX — 7,299 25,233 — 208 7,299 25,441 32,740 2,230 2019
Shops at The Galleria
−Removed: Austin, TX — 52,104 75,651 — 798 52,104 76,449 128,553 13,309 2016
+Added: Bee Cave, TX — 52,104 75,651 — 2,006 52,104 77,657 129,761 16,117 2016
Sonterra Village
1 unchanged sentence
Southern Palm Crossing
−Removed: Miami, FL — 37,735 49,843 ( 745 ) ( 1,045 ) 36,990 48,797 85,787 2,815 2019
+Added: Royal Palm Beach, FL — 37,735 49,843 ( 745 ) 260 36,990 50,103 87,093 4,698 2019
Stevenson Ranch
Stevenson Ranch, CA — 29,519 39,190 — 139 29,519 39,329 68,848 8,035 2016
+Added: Initial Cost (A) Gross amount at which carried at end of period
+Added: PROPERTY NAME
+Added: Location Encumbrance Land Buildings and Improvements Adjustments to Land Basis (B) Adjustments to Basis (B) Land Buildings and Improvements Total (C) Accumulated Depreciation (D,E) Date Acquired
Suncrest Village
2 unchanged sentences
Matthews, NC — 12,500 31,265 — 2,015 12,500 33,280 45,780 14,245 2010
−Removed: THE CENTER AT HUGH HOWELL
+Added: The Centre on Hugh Howell
Tucker, GA — 2,250 11,091 — 1,007 2,250 12,098 14,348 6,599 2007
2 unchanged sentences
Raleigh, NC — 7,507 5,454 — 55 7,507 5,509 13,016 1,222 2016
−Removed: THE SHOPS AT TOWN CENTER
+Added: The Shops at Town Center & Century Station
Germantown, MD — 19,998 29,776 — 849 19,998 30,625 50,623 5,228 2017
1 unchanged sentence
Westminster, CO 28,630 10,132 44,089 — 6,530 10,132 50,619 60,751 11,222 2015
−Removed: THOMAS CROSSROADS
+Added: Thomas Crossroadas
Newnan, GA — 1,622 8,322 — 1,552 1,622 9,874 11,496 4,129 2009
Travilah Square
−Removed: Washington, D.C.
−Removed: — 8,964 39,836 — 136 8,964 39,972 48,936 1,803 2019
+Added: Rockville, MD — 8,964 39,836 — 298 8,964 40,134 49,098 3,163 2019
Trowbridge Crossing
2 unchanged sentences
Round Rock, TX 25,119 7,250 25,326 ( 170 ) 8,504 7,080 33,830 40,910 14,405 2010
−Removed: Initial Cost (A) Gross amount at which carried at end of period
−Removed: PROPERTY NAME
−Removed: 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
+Added: Westfork Plaza & Paraiso Parc
+Added: Pembroke Pines, FL — 28,267 124,019 — 5,414 28,267 129,433 157,700 21,891 2017
Westpark Shopping Center
6 unchanged sentences
Total investment properties $ 590,084 $ 1,573,287 $ 8,852 $ 100,880 $ 598,936 $ 1,674,167 $ 2,273,103 $ 350,256
+Added: INVENTRUST PROPERTIES CORP.
+Added: Schedule III - Real Estate and Accumulated Depreciation
+Added: (amounts stated in thousands)
Notes to Schedule III
7 unchanged sentences
Acquisitions and capital improvements 71,324 52,222 359,753
−Removed: Disposals and write-offs ( 35,424 ) ( 397,145 ) ( 524,029 )
+Added: Disposals and write-offs of assets no longer in service ( 19,910 ) ( 35,424 ) ( 397,145 )
Balance at December 31, $ 2,273,103 $ 2,221,689 $ 2,204,891
2 unchanged sentences
Balance at January 1, $ 292,248 $ 246,702 $ 286,330
−Removed: Depreciation expense, continuing operations 61,897 66,808 73,021
−Removed: Disposal and write-offs ( 16,351 ) ( 106,436 ) ( 135,028 )
+Added: Depreciation expense 66,275 61,897 66,808
+Added: Disposal and write-offs of assets no longer in service ( 8,267 ) ( 16,351 ) ( 106,436 )
Balance at December 31, $ 350,256 $ 292,248 $ 246,702
4 unchanged sentences
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.