InvenTrust Properties Corp. 10-K

Item 9A. Controls and Procedures As required by Rule 13a-15(b) and Rule 15d-15(b) under the Securities Exchange Act, our management, including our Principal Executive Officer and our Principal Financial Officer evaluated as of December 31, 2022, the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and Rule 15d-15(e). Based on that evaluation, our Principal Executive Officer and our Principal Financial Officer concluded that our disclosure controls and procedures, as of December 31, 2022, were effective for the purpose of ensuring that information required to be disclosed by us in this report is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Exchange Act and is accumulated and communicated to management, including the Principal Executive Officer and our Principal Financial Officer as appropriate to allow timely decisions regarding required disclosures. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our management, including our Principal Executive Officer and Principal Financial Officer, evaluated as of December 31, 2022, the effectiveness of our internal control over financial reporting based on the framework in "Internal Control-Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on its evaluation, our management has concluded that we maintained effective internal control over financial reporting as of December 31, 2022. Independent Registered Public Accounting Firm’s Report on Internal Control Over Financial Reporting KPMG LLP, an independent registered public accounting firm, has audited the Company's consolidated financial statements included in this Annual Report on Form 10-K and, as part of its audit, has issued its report, included herein on page F-4, on the effectiveness of our internal control over financial reporting. Changes in Internal Control over Financial Reporting There has been no change in our internal control over financial reporting during the quarter ended December 31, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 39 Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. Part III Item 10. Directors, Executive Officers and Corporate Governance The information called for by this Item is incorporated by reference to the information set forth in our definitive Proxy Statement, to be filed with the SEC within 120 days after the end of the Company's fiscal year ended December 31, 2022 in connection with our 2023 Annual Meeting of Stockholders, and is incorporated herein by reference. Item 11. Executive Compensation The information called for by this Item is incorporated by reference to the information set forth in our definitive Proxy Statement, to be filed with the SEC within 120 days after the end of the Company's fiscal year ended December 31, 2022 in connection with our 2023 Annual Meeting of Stockholders, and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information called for by this Item is incorporated by reference to the information set forth in our definitive Proxy Statement, to be filed with the SEC within 120 days after the end of the Company's fiscal year ended December 31, 2022 in connection with our 2023 Annual Meeting of Stockholders, and is incorporated herein by reference. Equity Compensation Plan Information The following table provides information regarding our equity compensation plans as of December 31, 2022. I II Equity compensation plans not approved by security holders: Number of Shares Issuable Upon Vesting of Outstanding RSU Awards (a) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in column I ) (b) Incentive Award Plan (c) 835,478 1,060,241 a. Represents restricted share unit ("RSU") awards outstanding under the Incentive Award Plan as of December 31, 2022. b. Includes shares of common stock available for future grants under the Incentive Award Plan as of December 31, 2022. 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, 2022 was $23.35 . Item 13. Certain Relationships and Related Transactions, and Director Independence The information called for by this Item is incorporated by reference to the information set forth in our definitive Proxy Statement, to be filed with the SEC within 120 days after the end of the Company's fiscal year ended December 31, 2022 in connection with our 2023 Annual Meeting of Stockholders, and is incorporated herein by reference. Item 14. Principal Accounting Fees and Services. The information called for by this Item is incorporated by reference to the information set forth in our definitive Proxy Statement, to be filed with the SEC within 120 days after the end of the Company's fiscal year ended December 31, 2022 in connection with our 2023 Annual Meeting of Stockholders, and is incorporated herein by reference. 40 Part IV Item 15. Exhibits and Financial Statement Schedules (a) Documents filed as part of this Annual Report Page Reports of Independent Registered Public Accounting Firm (PCAOB ID:185) F- 2 1 Consolidated Financial Statements Consolidated Balance Sheets as of December 31, 2022 and 2021 F- 5 Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2022, 2021 and 2020 F- 6 Consolidated Statements of Equity for the years ended December 31, 2022, 2021 and 2020 F- 7 Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020 F- 8 Notes to Consolidated Financial Statements F- 10 2 Consolidated Financial Statement Schedules Schedule III - Real Estate and Accumulated Depreciation F- 31 All schedules other than those indicated in the index have been omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes. 3 EXHIBITS The following documents are filed as exhibits to this report: EXHIBIT NO. DESCRIPTION 2.1 Master Modification Agreement, dated as of March 12, 2014, by and among Inland American Real Estate Trust, Inc., Inland American Business Manager & Advisor, Inc., Inland American Lodging Corporation, Inland American Holdco Management LLC, Inland American Retail Management LLC, Inland American Office Management LLC, Inland American Industrial Management LLC and Eagle I Financial Corp. (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on March 13, 2014) 2.2 Asset Acquisition Agreement, dated as of March 12, 2014, by and among Inland American Real Estate Trust, Inc., Inland American Holdco Management LLC, Inland American Retail Management LLC, Inland American Office Management LLC, Inland American Industrial Management LLC and Eagle I Financial Corp. (incorporated by reference to Exhibit 2.2 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on March 13, 2014) 2.3 Separation and Distribution Agreement by and between Inland American Real Estate Trust, Inc. and Xenia Hotels & Resorts, Inc., dated as of January 20, 2015 (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on January 23, 2015) 2.4 Separation and Distribution Agreement by and between InvenTrust Properties Corp. and Highlands REIT, Inc., dated as of April 14, 2016 (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on April 14, 2016) 2.5 Stock Purchase Agreement by and among InvenTrust Properties Corp., University House Communities Group, Inc. and UHC Acquisition Sub LLC, dated as of January 3, 2016 (incorporated by reference to Exhibit 2.1 to the Registrant's Form 10-Q, as filed by the Registrant on May 10, 2016) 2.6 Amendment No. 1 to Stock Purchase Agreement, dated as of May 30, 2016, by and among InvenTrust Properties Corp., University House Communities Group, Inc. and UHC Acquisition Sub LLC (incorporated by reference to Exhibit 2.2 to the Registrant's Form 8-K, as filed by the Registrant on June 27, 2016) 2.7 Amendment No. 2 to Stock Purchase Agreement, dated as of June 20, 2016, by and among InvenTrust Properties Corp., University House Communities Group, Inc. and UHC Acquisition Sub LLC (incorporated by reference to Exhibit 2.3 to the Registrant's Form 8-K, as filed by the Registrant on June 27, 2016) 3.1 Seventh Articles of Amendment and Restatement of InvenTrust Properties Corp., as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q, as filed by the Registrant with the SEC on May 14, 2015) 3.2 Articles of Amendment of InvenTrust Properties Corp. (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) 3.3 Articles of Amendment of InvenTrust Properties Corp. (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) 3.4 Articles Supplementary of InvenTrust Properties Corp. (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) 3.5 Articles of Amendment of InvenTrust Properties Corp. (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on April 28, 2022) 3. 6 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) 41 EXHIBIT NO. DESCRIPTION 4.1 Statement regarding restrictions on transferability of shares of common stock (to appear on stock certificate or to be sent upon request and without charge to stockholders issued shares without certificates) (incorporated by reference to Exhibit 4.4 to the Registrant’s Amendment No. 1 to Form S-11 Registration Statement, as filed by the Registrant with the SEC on July 31, 2007 (file number 333-139504)) 4.2 Third Amended and Restated Distribution Reinvestment Plan (incorporated by reference to Appendix A to the prospectus dated November 1, 2019 included in Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-3 (No. 333-172862) filed November 1, 2019) 4.3* Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 10.1 Amended and Restated Master Management Agreement, dated as of March 12, 2014, by and between Inland American Real Estate Trust, Inc. and Inland American Retail Management LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, as filed by the Registrant with the Securities and Exchange Commission on March 13, 2014) 10.2 Amended and Restated Master Management Agreement, dated as of March 12, 2014, by and between Inland American Real Estate Trust, Inc. and Inland American Office Management LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K, as filed by the Registrant with the Securities and Exchange Commission on March 13, 2014) 10.3 Amended and Restated Master Management Agreement, dated as of March 12, 2014, by and between Inland American Real Estate Trust, Inc. and Inland American Industrial Management LLC (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K, as filed by the Registrant with the Securities and Exchange Commission on March 13, 2014) 10.4 Articles of Association of Oak Real Estate Association by and among Inland Real Estate Corporation, Inland Real Estate Trust, Inc., Inland Western Retail Real Estate Trust, Inc. and Inland American Real Estate Trust, Inc., dated September 29, 2006 (incorporated by reference to Exhibit 10.139 to the Registrant’s Quarterly Report on Form 10-Q, as filed by the Registrant with the SEC on November 7, 2006) 10.5 Operating Agreement of Oak Property and Casualty L.L.C. by and among Inland Real Estate Corporation, Inland Retail Real Estate Trust, Inc., Inland Western Retail Real Estate Trust, Inc. and Inland American Real Estate Trust, Inc, dated September 29, 2006 (incorporated by reference to Exhibit 10.140 to the Registrant’s Quarterly Report on Form 10-Q, as filed by the Registrant with the SEC on November 7, 2006) 10.6 Oak Property and Casualty L.L.C. Membership Participation Agreement by and among Inland Real Estate Corporation, Inland Retail Real Estate Trust, Inc., Inland Western Retail Real Estate Trust, Inc., Inland American Real Estate Trust, Inc., and Oak Property and Casualty L.L.C. dated September 29, 2006 (incorporated by reference to Exhibit 10.141 to the Registrant’s Quarterly Report on Form 10-Q, as filed by the Registrant with the SEC on November 7, 2006) 10.7 Indemnity Agreement, dated as of August 8, 2014, by and between Inland American Real Estate Trust, Inc., and Xenia Hotels & Resorts, Inc., and Inland American Lodging Group, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, as filed by the Registrant with the SEC on August 14, 2014) 10.8.1^ Separation and Consulting Agreement, dated as of September 6, 2017, between InvenTrust Properties Corp. and David F. Collins (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on September 7, 2017) 10.8.2^ First Amendment to Separation and Consulting Agreement, dated as of December 8, 2017, between InvenTrust Properties Corp. and David F. Collins (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on December 11, 2017) 10.8.3^ Second Amendment to Separation and Consulting Agreement, dated as of October 5, 2018, between InvenTrust Properties Corp. and David F. Collins (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on October 9, 2018) 10.9^ Employment Offer Letter, dated as of May 10, 2018, by and between InvenTrust Properties Corp. and Ivy Greaner 10.10^ Severance Agreement and General Release, dated as of August 27, 2018, by and between Michael E. Podboy and InvenTrust Properties Corp. (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on August 27, 2018) 10.11^ Employment Offer Letter, dated as of June 20, 2019, by and between InvenTrust Properties Corp. and Daniel J. Busch (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q as filed by the Registrant on August 8, 2019) 10.12 Asset Purchase Agreement, dated as of September 17, 2014, by and among Inland American Real Estate Trust, Inc., IHP I Owner JV, LLC, IHP West Homestead (PA) Owner LLC and Northstar Realty Finance Corp. (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on September 22, 2014) 10.13.1^ InvenTrust Properties Corp. 2015 Incentive Award Plan (incorporated by reference to Exhibit 99.1 to the Registrant’s Form S-8 Registration Statement, as filed by the Registrant with the SEC on June 19, 2015) 10.13.2^ First Amendment to InvenTrust Properties Corp. 2015 Incentive Award Plan, dated May 6, 2016 (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q, as filed by the Registrant with the SEC on August 15, 2016) 10.14^ Form of Time-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q, as filed by the Registrant with the SEC on August 10, 2017) 10.15^ Form of Director Restricted Stock Unit Agreement for 2016 Pro Rata Awards (incorporated by reference to Exhibit 10.10.3 to the Registrant's Form 10-K, as filed by the Registrant with the SEC on March 17, 2017) 10.16^ Form of Director Restricted Stock Unit Agreement for 2017 Annual Pro Rata Awards (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q, as filed by the Registrant with the SEC on August 10, 2017) 10.17^ Form of Director Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-Q, as filed by the Registrant with the SEC on August 10, 2017) 10.18* InvenTrust Properties Corp. Director Compensation Program, effective as of May 5, 2022 10.19^ InvenTrust Properties Corp. Executive Severance and Change of Control Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, as filed by the Registrant on July 13, 2018) 42 EXHIBIT NO. DESCRIPTION 10.20^ Form of Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on May 14, 2019) 10.21 ^ Form of Performance-Based Restricted Stock Unit Award Agreement (2022) (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on February 25, 2022) 10.2 2 First Amendment to Indemnity Agreement by and among Inland American Real Estate Trust, Inc. and Xenia Hotels & Resorts, Inc., dated as of February 3, 2015 (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on February 9, 2015) 10.2 3 .1 Amended and Restated Term Loan Credit Agreement dated as of December 21, 2018, among InvenTrust Properties Corp., as Borrower, Wells Fargo Bank, National Association, as Administrative Agent, Bank of America, N.A and U.S. Bank National Association, as tranche A-1 Co-Syndication Agents, PNC Bank, National Association and U.S. Bank National Association, as tranche A-2 Co-Syndication Agents, BMO Harris Bank, N.A. and Fifth Third Bank, as tranche A-1 Co-Documentation Agents, KeyBank National Association, as tranche A-2 Documentation Agent, and the other lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on December 31, 2018) 10.2 3 .2 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) 10.2 4 .1 Second Amended and Restated Credit Agreement dated as of December 21, 2018, among InvenTrust Properties Corp., as borrower, KeyBank National Association, as Administrative Agent, KeyBanc Capital Markets Inc. and Wells Fargo Securities, LLC, as Joint Book Managers, KeyBanc Capital Markets Inc., Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., Bank of America, N.A., PNC Bank, National Association, and BMO Harris Bank, N.A., as Joint Lead Arrangers, Wells Fargo Bank, National Association, and JPMorgan Chase Bank, N.A., as Co-Syndication Agents, Bank of America, N.A., PNC Bank, National Association, and BMO Harris Bank, N.A., as Co-Documentation Agents, and the other lenders from time to time party thereto (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on December 31, 2018) 10.2 4 .2 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) 10.2 5 ^ 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) 10.2 6 ^ Separation and Consulting Agreement, by and between InvenTrust Properties Corp. 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) 10.2 7 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) 10.2 8 ^ 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) 10.2 9 Note Purchase Agreement, dated June 3, 2022, by and among InvenTrust Properties Corp. and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on June 3, 2022) 21.1* Subsidiaries of the Registrant 23.1* Consent of KPMG LLP 31.1* Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification by Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification by Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification by Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 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"): (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). 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed as part of this Annual Report ** 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. Item 16. Form 10-K Summary None. 43 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INVENTRUST PROPERTIES CORP. By: /s/ Daniel J. Busch Name: Daniel J. Busch President and Chief Executive Officer Date: February 21, 2023 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date By: /s/ Daniel J. Busch President, Chief Executive Officer and Director (Principal Executive Officer) February 21, 2023 Name: Daniel J. Busch By: /s/ Michael Phillips Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) February 21, 2023 Name: Michael Phillips By: /s/ David Bryson Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer) February 21, 2023 Name: David Bryson By: /s/ Stuart Aitken Director February 21, 2023 Name: Stuart Aitken By: /s/ Amanda Black Director February 21, 2023 Name: Amanda Black By: /s/ Thomas F. Glavin Director February 21, 2023 Name: Thomas F. Glavin By: /s/ Scott A. Nelson Director February 21, 2023 Name: Scott A. Nelson By: /s/ Paula J. Saban Director February 21, 2023 Name: Paula J. Saban By: /s/ Smita N. Shah Director February 21, 2023 Name: Smita N. Shah By: /s/ Michael A. Stein Director February 21, 2023 Name: Michael A. Stein By: /s/ Julian E. Whitehurst Director February 21, 2023 Name: Julian E. Whitehurst 44 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE Consolidated Financial Statements and Supplementary Data Page Reports of Independent Registered Public Accounting Firm (PCAOB ID: 185 ) F- 2 Financial Statements: Consolidated Balance Sheets as of December 31, 2022 and 2021 F- 5 Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2022, 2021 and 2020 F- 6 Consolidated Statements of Equity for the years ended December 31, 2022, 2021 and 2020 F- 7 Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020 F- 8 Notes to Consolidated Financial Statements F- 10 Schedule III - Real Estate and Accumulated Depreciation F- 31 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. F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors InvenTrust Properties Corp.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of InvenTrust Properties Corp. and subsidiaries (the Company) as of December 31, 2022 and 2021, 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, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 21, 2023 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Expected hold period of investment properties As discussed in Note 2 to the consolidated financial statements, the Company assesses the carrying values of its investment properties (including any related intangible assets or liabilities) on an individual basis when events or changes in circumstances, including changes in the expected holding period, indicate their carrying value may not be fully recoverable. If it is determined that the carrying value of the investment property is not recoverable because the expected undiscounted cash flows do not exceed that carrying value of the property, the Company records an impairment loss to the extent that the carrying value exceeds the estimated fair value. Net investment properties as of December 31, 2022 was $2,092 million, or 84.6% of total assets. F-2 We identified the assessment of the expected hold period for the investment properties evaluated for impairment as a critical audit matter because of the significance of the estimate to the evaluation of the recoverability of the investment properties. Changes in the expected hold period could have a material impact on the projected operating cash flows utilized 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. 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. • Inspecting meeting minutes of the board of directors and the management investment committee to evaluate the likelihood that an investment property will be sold before the end of its expected hold period. • Inquiring and obtaining representations from the Company regarding the status and evaluation of any potential disposal of properties. We corroborated that information with others in the organization who are responsible for, and have authority over, disposition activities and compared with the Company’s documented investment plans. • Reading external communications with investors in order to identify information regarding potential sales of the Company’s properties, or other indicators of a reduction in an investment property’s expected hold period. /s/ KPMG LLP We have served as the Company’s auditor since 2005. Chicago, Illinois February 21, 2023 F-3 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors InvenTrust Properties Corp.: Opinion on Internal Control Over Financial Reporting We have audited InvenTrust Properties Corp. and subsidiaries (the Company) internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, 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, 2022, and the related notes and financial statement schedule III (collectively, the consolidated financial statements), and our report dated February 21, 2023 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Chicago, Illinois February 21, 2023 F-4 INVENTRUST PROPERTIES CORP. Consolidated Balance Sheets (in thousands, except share amounts) As of December 31, 2022 2021 Assets Investment properties Land $ 650,764 $ 598,936 Building and other improvements 1,825,893 1,664,525 Construction in progress 5,005 9,642 Total 2,481,662 2,273,103 Less accumulated depreciation ( 389,361 ) ( 350,256 ) Net investment properties 2,092,301 1,922,847 Cash, cash equivalents and restricted cash 137,762 44,854 Investment in unconsolidated entities 56,131 107,944 Intangible assets, net 101,167 81,026 Accounts and rents receivable 34,528 30,059 Deferred costs and other assets, net 51,145 25,685 Total assets $ 2,473,034 $ 2,212,415 Liabilities Debt, net $ 754,551 $ 533,082 Accounts payable and accrued expenses 42,792 36,208 Distributions payable 13,837 13,802 Intangible liabilities, net 29,658 28,995 Other liabilities 28,287 28,776 Total liabilities 869,125 640,863 Commitments and contingencies Stockholders' Equity Preferred stock, $ 0.001 par value, 40,000,000 shares authorized, none outstanding. — — Common stock, $ 0.001 par value, 146,000,000 shares authorized, 67,472,553 shares issued and outstanding as of December 31, 2022 and 67,344,374 shares issued and outstanding as of December 31, 2021 67 67 Additional paid-in capital 5,456,968 5,452,550 Distributions in excess of accumulated net income ( 3,879,847 ) ( 3,876,743 ) Accumulated comprehensive income (loss) 26,721 ( 4,322 ) Total stockholders' equity 1,603,909 1,571,552 Total liabilities and stockholders' equity $ 2,473,034 $ 2,212,415 See accompanying notes to the consolidated financial statements. F-5 INVENTRUST PROPERTIES CORP. Consolidated Statements of Operations and Comprehensive Income (Loss) (in thousands, except share and per share amounts) Year Ended December 31 2022 2021 2020 Income Lease income, net $ 232,980 $ 207,350 $ 192,957 Other property income 1,161 1,087 1,229 Other fee income 2,566 3,542 3,647 Total income 236,707 211,979 197,833 Operating expenses Depreciation and amortization 94,952 87,143 87,755 Property operating 40,239 32,788 27,909 Real estate taxes 32,925 31,312 30,845 General and administrative 33,342 38,192 33,141 Direct listing costs — 19,769 — Total operating expenses 201,458 209,204 179,650 Other income (expense) Interest expense, net ( 26,777 ) ( 16,261 ) ( 18,749 ) Loss on extinguishment of debt ( 181 ) ( 400 ) ( 2,543 ) Provision for asset impairment — — ( 9,002 ) Gain on sale of investment properties, net 38,249 1,522 1,752 Equity in earnings (losses) of unconsolidated entities 3,663 6,398 ( 3,141 ) Other income and expense, net 2,030 606 3,326 Total other income (expense), net 16,984 ( 8,135 ) ( 28,357 ) Net income (loss) $ 52,233 $ ( 5,360 ) $ ( 10,174 ) Weighted-average common shares outstanding, basic 67,406,233 71,072,933 72,040,623 Weighted-average common shares outstanding, diluted 67,525,935 71,072,933 72,040,623 Net income (loss) per common share - basic $ 0.77 $ ( 0.08 ) $ ( 0.14 ) Net income (loss) per common share - diluted $ 0.77 $ ( 0.08 ) $ ( 0.14 ) Distributions declared per common share outstanding $ 0.82 $ 0.78 $ 0.76 Distributions paid per common share outstanding $ 0.82 $ 0.78 $ 0.75 Comprehensive income (loss) Net income (loss) $ 52,233 $ ( 5,360 ) $ ( 10,174 ) Unrealized gain (loss) on derivatives 32,052 3,795 ( 16,199 ) Reclassification (to) from net income (loss) ( 1,009 ) 4,332 2,693 Comprehensive income (loss) $ 83,276 $ 2,767 $ ( 23,680 ) See accompanying notes to the consolidated financial statements. F-6 INVENTRUST PROPERTIES CORP. Consolidated Statements of Equity (in thousands, except share amounts) Number of Shares Common Stock Additional Paid-in Capital Distributions in Excess of Accumulated Net Income Accumulated Comprehensive Income (Loss) Total Beginning balance, January 1, 2020 72,133,163 $ 72 $ 5,569,356 $ ( 3,750,884 ) $ 1,057 $ 1,819,601 Net loss — — — ( 10,174 ) — ( 10,174 ) Unrealized loss on derivatives — — — — ( 16,199 ) ( 16,199 ) Reclassification to interest expense, net — — — — 2,634 2,634 Reclassification to equity in losses of unconsolidated entities — — — — 59 59 Distributions declared — — — ( 54,604 ) — ( 54,604 ) Stock-based compensation, net 71,199 2,840 — — 2,840 Repurchase of common stock under share repurchase plan ( 213,612 ) — ( 5,201 ) — — ( 5,201 ) Common stock issuance costs in excess of proceeds 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 ) Unrealized gain on derivatives — — — — 3,795 3,795 Reclassification to interest expense, net — — — — 4,198 4,198 Reclassification to equity in earnings of unconsolidated entities — — — — 134 134 Distributions declared — — — ( 55,721 ) — ( 55,721 ) Stock-based compensation, net 101,363 6 5,653 — — 5,659 Repurchase of common stock under share repurchase plan ( 755,643 ) ( 7 ) ( 16,678 ) — — ( 16,685 ) 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 Net income — — — 52,233 — 52,233 Unrealized gain on derivatives — — — — 32,052 32,052 Reclassification from interest expense, net — — — — ( 405 ) ( 405 ) Reclassification from equity in earnings of unconsolidated entities — — — — ( 604 ) ( 604 ) Distributions declared — — — ( 55,337 ) — ( 55,337 ) Stock-based compensation, net 128,179 — 4,418 — — 4,418 Ending balance, December 31, 2022 67,472,553 $ 67 $ 5,456,968 $ ( 3,879,847 ) $ 26,721 $ 1,603,909 See accompanying notes to the consolidated financial statements. F-7 INVENTRUST PROPERTIES CORP. Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2022 2021 2020 Cash flows from operating activities: Net income (loss) $ 52,233 $ ( 5,360 ) $ ( 10,174 ) Adjustments to reconcile to net cash provided by operating activities: Depreciation and amortization 94,952 87,143 87,755 Amortization of market-lease intangibles and inducements, net ( 5,589 ) ( 4,318 ) ( 7,060 ) Amortization of debt discounts and financing costs 2,816 1,816 1,826 Straight-line rent adjustment, net ( 2,645 ) ( 3,272 ) ( 2,590 ) Provision for asset impairment — — 9,002 (Reversal of) provision for estimated credit losses ( 1,437 ) 2,271 11,119 Gain on sale of investment properties, net ( 38,249 ) ( 1,522 ) ( 1,752 ) Loss on extinguishment of debt 181 400 2,543 Equity in (earnings) losses of unconsolidated entities ( 3,663 ) ( 6,398 ) 3,141 Distributions from unconsolidated entities 9,350 8,085 6,380 Stock-based compensation, net 6,541 9,116 4,449 Changes in operating assets and liabilities: Accounts and rents receivable ( 999 ) 257 ( 7,451 ) Deferred costs and other assets, net 317 ( 1,834 ) 192 Accounts payable and accrued expenses 8,411 1,875 ( 1,888 ) Other liabilities 3,576 1,697 ( 1,337 ) Net cash provided by operating activities 125,795 89,956 94,155 Cash flows from investing activities: Purchase of investment properties ( 235,001 ) ( 53,078 ) ( 41,446 ) Capital expenditures and tenant improvements ( 19,420 ) ( 15,361 ) ( 12,918 ) Investment in development and re-development projects ( 9,461 ) ( 5,466 ) ( 2,189 ) Proceeds from the sale of investment properties, net 77,538 14,807 8,027 Distributions from unconsolidated entities 47,355 — — Lease commissions and other leasing costs ( 4,302 ) ( 4,055 ) ( 1,391 ) Other investing activities, net ( 1,170 ) ( 1,548 ) 857 Net cash used in investing activities ( 144,461 ) ( 64,701 ) ( 49,060 ) Cash flows from financing activities: Payment of tax withholdings for share-based compensation ( 1,581 ) ( 1,833 ) ( 1,072 ) Repurchase of common stock under share repurchase plan — ( 16,685 ) ( 5,201 ) Repurchase of common stock through tender offer — ( 103,331 ) — Proceeds from distribution reinvestment plan — — 185 Distributions to stockholders ( 55,302 ) ( 55,561 ) ( 54,214 ) Term loan proceeds — 400,000 — Term loan repayments — ( 400,000 ) — Line of credit proceeds 112,000 31,000 150,000 Line of credit repayments ( 143,000 ) — ( 100,000 ) Senior notes proceeds 250,000 — — Payoffs of debt ( 47,052 ) ( 50,000 ) ( 67,349 ) Debt prepayment penalties — — ( 2,504 ) Principal payments on mortgage debt ( 842 ) ( 1,306 ) ( 1,441 ) Payment of loan fees and deposits ( 2,387 ) ( 6,065 ) ( 100 ) Other financing activities ( 262 ) ( 390 ) ( 377 ) Net cash provided by (used in) financing activities 111,574 ( 204,171 ) ( 82,073 ) Net decrease in cash, cash equivalents and restricted cash 92,908 ( 178,916 ) ( 36,978 ) Cash, cash equivalents and restricted cash at beginning of year 44,854 223,770 260,748 Cash, cash equivalents and restricted cash at end of year $ 137,762 $ 44,854 $ 223,770 F-8 INVENTRUST PROPERTIES CORP. Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2022 2021 2020 Supplemental disclosure of cash flow information: Cash flow disclosure, including non-cash investing and financing activities: Cash paid for interest, net of capitalized interest $ 18,705 $ 14,570 $ 17,256 Cash (refunded) paid for income taxes, net of (payments) refunds ( 386 ) 276 833 Distributions payable to stockholders 13,837 13,802 13,642 Accrued capital expenditures and tenant improvements 2,851 3,552 1,404 Capitalized costs placed in service 17,895 7,453 8,213 Gross issuance of shares for share-based compensation 6,224 5,040 3,593 Reclassification of registration statement costs incurred to equity issuance costs — — 278 Purchase of investment properties: Net investment properties $ 280,938 $ 45,791 $ 37,329 Accounts and rents receivable, lease intangibles, and deferred costs and other assets 47,019 8,734 6,066 Accounts payable and accrued expenses, lease intangibles, and other liabilities ( 13,075 ) ( 1,447 ) ( 1,949 ) Assumption of mortgage debt, at fair value ( 79,881 ) — — Cash outflow for purchase of investment properties, net 235,001 53,078 41,446 Assumption of mortgage principal 80,380 — — Capitalized acquisition costs ( 1,079 ) ( 59 ) ( 121 ) Credits and other changes in cash outflow, net 4,768 1,691 922 Gross acquisition price of investment properties $ 319,070 $ 54,710 $ 42,247 Sale of investment properties: Net investment properties $ 66,294 $ 10,953 $ 6,400 Accounts and rents receivable, lease intangibles, and deferred costs and other assets 4,200 2,332 249 Accounts payable and accrued expenses, lease intangibles, and other liabilities ( 2,575 ) — ( 374 ) Debt assumed by buyer through disposition of property ( 28,552 ) — — Gain on sale of investment properties, net 38,249 1,522 1,752 Loss on extinguishment of debt ( 78 ) — — Proceeds from sale of investment properties, net 77,538 14,807 8,027 Assumption of mortgage principal 28,630 — — Credits and other changes in cash inflow, net 4,282 174 11,093 Gross disposition price of investment properties $ 110,450 $ 14,981 $ 19,120 See accompanying notes to the consolidated financial statements. F-9 INVENTRUST PROPERTIES CORP. Notes to Consolidated Financial Statements December 31, 2022, 2021 and 2020 1. Organization On October 4, 2004, InvenTrust Properties Corp. (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. 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. Subsidiaries generally consist of limited liability companies ("LLCs") and limited partnerships ("LPs"). All significant intercompany balances and transactions have been eliminated. Each retail property is owned by a separate legal entity that maintains its own books and financial records. Each separate legal entity's assets are not available to satisfy the liabilities of other affiliated entities, except as otherwise disclosed in " Note 6. Investment in Unconsolidated Entities ". As of December 31, 2022 and 2021, the Company had an investment in one unconsolidated real estate joint venture, as disclosed in " Note 6. Investment in Unconsolidated Entities ". The Company has a single reportable segment, multi-tenant retail, for disclosure purposes in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP"). Unless otherwise noted, all 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. Reduction of Authorized Shares On April 28, 2022, the Company filed an amendment to its charter to decrease the number of authorized shares of common stock from 1,460,000,000 to 146,000,000 , in proportion with the one-for-ten reverse stock split effected on August 5, 2021. The authorized shares of preferred stock remain at 40,000,000 . The authorized shares of common stock have been retroactively adjusted within the accompanying consolidated financial statements to give effect to the reduction for all periods presented. The following table summarizes the Company's retail portfolio as of December 31, 2022 and 2021: Wholly-Owned Retail Properties Unconsolidated Retail Properties at 100% 2022 2021 2022 2021 No. of properties 58 55 4 7 Gross Leasable Area (square feet) 9,171 8,560 1,125 1,768 2. Basis of Presentation and Summary of Significant Accounting Policies Estimates, Risks, and Uncertainties The accompanying consolidated financial statements have been prepared in accordance with GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates, judgments and assumptions are required in a number of areas, including, but not limited to, evaluating the impairment of long-lived assets, allocating the purchase price of acquired retail properties, determining the fair value of debt and evaluating the collectability of accounts receivable. The Company bases these estimates, judgments and assumptions on historical experience and various other factors that the Company believes to be reasonable under the circumstances. Actual results may differ from these estimates. Variable Interest Entities The Company evaluates its investments in LLCs and LPs to determine whether each such entity may be a variable interest entity ("VIE"). The accounting standards related to the consolidation of VIEs require qualitative assessments to determine whether the Company is the primary beneficiary. Determination of the primary beneficiary is based on whether the Company has (i) power to direct significant activities of the VIE and (ii) an obligation to absorb losses or the right to receive benefits that could be potentially significant to the VIE. The Company consolidates a VIE if it is deemed to be the primary beneficiary. The equity method of accounting is applied to entities in which the Company is not the primary beneficiary, or if the entity is not a VIE and the Company does not have control, but can exercise significant influence over the entity with respect to its operations and major decisions. As of December 31, 2022 and 2021, the Company had no VIEs. F-10 Revenue Recognition Lease Income The majority of revenue recognized from the Company's retail properties is comprised of fixed and variable consideration received from tenants under long-term operating leases with varying terms. Fixed consideration generally consists of minimum lease payments for the rental of retail space while the variable consideration generally consists of reimbursements of the tenant's pro-rata share of certain operating expenses incurred by the Company, including real estate taxes, special assessments, insurance, utilities, common area maintenance, management fees and certain capital repairs. Certain other tenants are subject to net leases whereby the tenant is responsible for fixed minimum lease payments to the Company, as well as directly paying all costs and expenses associated with occupancy to third party service providers. Such direct payments to third parties are not recorded as revenue and expense by the Company. In accordance with Accounting Standards Codification ("ASC") 842, Leases , ("Topic 842"), the Company has elected to not separate lease and non-lease components for all qualifying leases. In effect, this generally relieves the Company from accounting for certain consideration under ASC 606, Revenue from Contracts with Customers ("Topic 606"). As a result of the election, all income arising from leases is presented on a combined basis as lease income, net. Minimum lease payments are recognized on a straight-line basis over the term of each lease. The cumulative difference between fixed consideration recognized on a straight-line basis and the cash payments due under the provisions of the lease agreements is recorded as deferred rent receivable and is included as a component of accounts and rents receivable. The Company records lease termination income when all conditions of a signed termination agreement have been met, the tenant is no longer occupying the property, and termination income amounts due are considered collectible. The Company defers recognition of contingent lease income until the specified target that triggers the contingent lease income is achieved. The Company commences revenue recognition on its leases when the lessee takes possession of, or controls the physical use of, the leased asset, unless the lessee is constructing improvements for which the Company is deemed to be the owner for accounting purposes. If the Company is deemed the owner for accounting purposes, the leased asset is the finished space and revenue recognition commences when the lessee takes possession of it, typically when the improvements are substantially complete. Alternatively, if the lessee is deemed to be the owner of the improvements for accounting purposes, then the leased asset is the unimproved space, and any tenant improvement allowances funded under the lease are treated as lease incentives, which reduce lease income recognized over the lease term, and the Company commences revenue recognition when the lessee takes possession of the unimproved space. The determination of who owns the tenant improvements, for accounting purposes, is based on contractual rights and subject to judgment. In making that judgment, no one factor is determinative. The Company routinely considers: • whether the lease stipulates how and on what a tenant improvement allowance may be spent; • whether the tenant is required to provide evidence supporting the cost of improvements prior to reimbursement; • whether the tenant or landlord retains legal title to the improvements; • the uniqueness of the improvements; • the expected economic life of the tenant improvements relative to the length of the lease; and • who constructs or directs the construction of the improvements. Credit Losses The Company reviews the collectability of amounts due from its tenants on a regular basis. Such reviews consider the tenant's financial condition and payment history and other economic conditions impacting the tenant. Changes in collectability occur when the Company no longer believes it is probable that substantially all the lease payments will be collected over the term of the lease. If collection is not probable, regardless of whether the Company has entered into an amendment to provide the tenant with COVID-19 related rent relief, the lease payments will be accounted for on a cash basis, and revenue will be recorded as cash is received. If reassessed, and the collection of substantially all of the lease payments from the tenant becomes probable, the accrual basis of revenue recognition is reestablished. 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. F-11 Other Fee Income The Company recognizes other fee income when it satisfies a performance obligation relating to services provided to its joint venture partnership. The resulting receivables are settled through recurring monthly payments for the services provided over the term of the contract. The Company generally does not receive prepayments for services or recognize revenue prior to being legally entitled to payment. As a result, the Company does not generally record contract assets or contract liabilities. Property management and asset management fees are recognized over time as services are rendered to the joint venture partnership. The bundled services of the property management performance obligation and asset management performance obligation each qualify as a series of distinct services satisfied over time. The variable consideration related to each of the performance obligations is recognized in each of the periods that directly relate to the Company's efforts to provide those services. Accordingly, the Company elected the optional exemption provided by Topic 606 to not disclose information about remaining wholly unsatisfied performance obligations. The variability in timing of the property management and asset management fees, which generally relate to the fluctuation in cash receipts from tenants and potential changes in equity capitalization, are resolved on a monthly basis. For certain services, the Company acts as an agent on behalf of the customer to arrange for performance by a third party. Based on the Company's judgment, both the underlying asset management service activities and the underlying property management service activities are not distinct but are inputs (or fulfillment activities) to provide the combined output (either the overall asset management service or the overall property management service). Leasing commissions and other fees are recognized at a point in time consistent with the underlying service rendered to the joint venture partnership. The leasing performance obligation and other performance obligations are satisfied at the point in which the customer is transferred control over and consumes the benefit of the service. The uncertainty of the leasing commissions and other fees are resolved upon delivery of the underlying service. Generally, the first and second installments of leasing commissions are paid upon lease execution and rent commencement, respectively. Sale of Real Estate The Company derecognizes real estate and recognizes a gain or loss when a contract exists and control of the property has transferred to the buyer. Control of the property, including controlling financial interest, is generally considered to transfer upon closing through transfer of the legal title and possession of the property, at which point the Company recognizes a gain or loss equal to the difference between the transaction price and the carrying amount of the property. Acquisition of Real Estate The Company evaluates the inputs, processes and outputs of each asset acquired to determine if the transaction is a business combination or asset acquisition. If an acquisition qualifies as a business combination, the related transaction costs are expensed. If an acquisition qualifies as an asset acquisition, the related transaction costs are capitalized and amortized over the useful life of the acquired assets. 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, and in-place leases). 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 lease. 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. For the amortization period, the remaining term of leases with renewal options at terms below market reflect the assumed exercise of such below-market renewal options, if reasonably assured. If a tenant vacates its space prior to the contractual expiration of the lease and no rental payments are being made on the lease, any unamortized balance of the related intangible asset or liability is written off. Tenant improvements are depreciated and origination costs are amortized over the remaining term of the lease or charged against earnings if the lease is terminated prior to its contractual expiration date. F-12 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; • Allocate the value of the property among land, building, and other building improvements and determine the associated useful life for each; • Calculate the value and associated life of above- and below-market leases on a tenant-by-tenant basis. The difference between the contractual rental rates and the Company’s estimate of market rental rates is measured over a period equal to the remaining term of the leases (using a discount rate which reflects the risks associated with the leases acquired, including geographical location, size of leased area, tenant profile and credit risk); • Estimate the fair value of the tenant improvements, legal costs and leasing commissions incurred to obtain the leases and calculate the associated useful life for each; • Estimate the fair value of assumed debt, if any; and • Estimate the intangible value of the in-place leases based on lease execution costs of similar leases as well as lost rent payments during an assumed lease-up period and their associated useful lives on a tenant-by-tenant basis. Properties Held for Sale In determining whether to classify a property as held for sale, the Company considers whether: (i) management has committed to a plan to sell the property; (ii) the property is available for immediate sale, in its present condition; (iii) the Company has initiated a program to locate a buyer; (iv) the Company believes that the sale of the property is probable; (v) the Company has received a significant non-refundable deposit for the purchase of the property; (vi) the Company is actively marketing the property for sale at a price that is reasonable in relation to its estimated fair value; and (vii) actions required for the Company to complete the plan indicate that it is unlikely that any significant changes will be made to the plan. When all criteria are met, the property is classified as held for sale and carried at the lower of cost or estimated fair value less costs to sell. Additionally, if the sale represents a strategic shift that has (or will have) a major effect on the Company's results and operations, the income and expenses for the period are classified as discontinued operations for all periods presented. Impairment of Long Lived Assets The Company assesses the carrying values of long-lived tangible and intangible assets whenever events or changes in circumstances indicate that they may not be fully recoverable, such as a reduction in the expected hold period of a property. 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 recognizes an impairment loss to the extent that the carrying value exceeds the estimated fair value. The valuation and possible subsequent impairment of investment properties is a significant estimate that can and does change based on the Company's continuous process of analyzing each property's economic condition 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. Assumptions and estimates about future cash flows and capitalization rates are complex and subjective. Changes in economic and operating conditions and the Company's ultimate investment intent that occur subsequent to the impairment analyses could impact these assumptions and result in additional impairment. 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. 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. To the extent other-than-temporary impairment has occurred, the loss is measured as the excess of the carrying value of the investment over the estimated fair value of the investment. The estimated fair value of the investment is generally derived from the cash flows generated from the underlying real property investments of the investee. F-13 Real Estate Capitalization and Depreciation Real estate is reflected at cost less accumulated depreciation within investment properties on the consolidated balance sheets. Ordinary repairs and maintenance are expensed as incurred. Depreciation expense is computed using the straight-line method. A range of estimated useful lives of 15 - 30 years is used for buildings and other improvements, and a range of 3 - 20 years is used for furniture, fixtures and equipment. Tenant improvements are amortized on a straight-line basis over the lesser of the life of the tenant improvement or the lease term. Amortization is included in depreciation and amortization expense. 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. 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. The Company maintains its cash and cash equivalents at financial institutions. The combined account balances at one or more institutions generally exceed the Federal Deposit Insurance Corporation ("FDIC") insurance coverage. The Company periodically assesses the credit risk associated with these financial institutions. The Company believes insignificant credit risk exists related to amounts on deposit in excess of FDIC insurance coverage. The Company had restricted cash of $ 142 and $ 7,865 as of December 31, 2022 and 2021, respectively. 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 In accordance with ASC 820, Fair Value Measurement and Disclosures ("Topic 820"), the Company defines fair value based on the price that would be received upon sale of an asset or the exit price that would be paid to transfer or settle a liability in an orderly transaction between market participants at the measurement date. The Company uses a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value. The fair value hierarchy consists of the three broad levels described below: • Level 1 - Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. • Level 2 - Observable inputs, other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. • Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The Company has estimated the fair value of its financial instruments and non-financial assets using available market information and valuation methodologies the Company believes to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts that would be realized upon disposition. The carrying amounts of cash, 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" . F-14 Income Taxes 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. 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"). As a REIT, the Company is entitled to a tax deduction for some or all of the dividends paid to stockholders. 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. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income, property or net worth and federal income and excise taxes on its undistributed income. From time to time, the Company may elect to treat certain of its consolidated subsidiaries as taxable REIT subsidiaries ("TRSs") pursuant to the Code. Among other activities, TRSs may participate in non-real estate related activities and/or perform non-customary services for tenants and are subject to federal and state income tax at regular corporate tax rates. Income tax expense or benefit is recognized as a part of other income and expense, net. During the years ended December 31, 2022 and 2021, the Company did not have any operations within TRSs. Income tax expense for the years ended December 31, 2022 and 2021 generally pertains to Texas margin tax. Income tax expense for the year ended December 31, 2020 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. 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. As of December 31, 2022, the Company's 2021, 2020, and 2019 tax years remain subject to examination by U.S. and various state tax jurisdictions. Derivative Instruments In the normal course of business, the Company is exposed to the effect of interest rate changes. The Company's objective in using interest rate derivatives is to manage its exposure to interest rate movements and add stability to interest expense. To accomplish this objective, the Company uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed rate payments over the life of the agreement without exchange of the underlying notional amount. The Company has a policy of only entering into contracts with established financial institutions based upon their credit ratings and other factors. When viewed in conjunction with the underlying and offsetting exposure that the derivatives are designed to hedge, the Company has not sustained a material loss from those instruments, nor does it anticipate any material adverse effect on its net income or financial position in the future from the use of derivatives. The Company recognizes all derivatives on the consolidated balance sheets at fair value. Additionally, 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. 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. Any derivative instrument used for risk management that does not meet the criteria for hedge accounting is marked-to-market each period in earnings. The Company does not use derivatives for trading or speculative purposes. F-15 Share-Based Compensation The Company has one share-based compensation plan under which time-based restricted stock units ("RSUs"), performance-based RSUs, and market-based RSUs have been issued with tandem dividend equivalents. Compensation expense related to these awards, which are generally equity classified, is recognized as a part of general and administrative expense. The tandem dividend equivalent cash payments of awards granted during the year ended December 31, 2022 are recognized within equity. The tandem dividend equivalent cash payments of awards granted during the years ended December 31, 2021 and 2020 are recognized within earnings. Forfeitures of awards are recognized as they occur. Time-based awards are generally measured at grant date fair value and not subsequently remeasured. Compensation expense related to these awards is recognized on a straight-line basis over the vesting period. Time-based 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. 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 shareholders following the grant date, subject to the directors' continued service to the Company. Performance-based awards are measured at grant date fair value and each grantee is eligible to vest in a number of RSUs ranging from 0 % to 100 % of the total number granted based on specified performance levels. Performance-based awards vest within 45 days of the conclusion of the performance period and are generally subject to the recipients' continued service to the Company. Compensation cost is recognized when the performance condition is considered probable of achievement. If a performance award has more than one potential outcome, recognition of compensation cost is based on the most likely outcome. During the service period, a cumulative catch-up approach is used to account for changes in the assessment of which outcome is most likely to occur. Absent a change in the determination of the most likely outcome, compensation expense related to these awards would be recognized on a straight-line basis from the grant date through the vesting date. Market-based awards are valued as of the grant date utilizing a Monte Carlo simulation model that assesses the probability of satisfying certain market performance thresholds over a three year performance period. Market-based awards vest within 45 days of the conclusion of the performance period and are generally subject to the recipients' continued service to the Company. The number of common shares ultimately issued is based on the Company's total shareholder return ("TSR") relative to that of the FTSE NAREIT Shopping Index peer group on a percentile basis. The resulting compensation expense is recorded over the service period regardless of whether the TSR performance measures are achieved. Recently Issued Accounting Pronouncements Recently issued accounting standards or pronouncements are either not relevant to the Company, or are not expected to have, or did not have, a material effect on the consolidated financial statements of the Company. F-16 3. Revenue Recognition Operating Leases Minimum lease payments to be received under long-term operating leases and short-term specialty leases, excluding additional percentage rent based on tenants' sales volume and tenant reimbursements of certain operating expenses, and assuming no exercise of renewal options or early termination rights, are as follows: For the year ending December 31, As of December 31, 2022 2023 $ 168,266 2024 155,859 2025 138,904 2026 122,611 2027 90,981 Thereafter 275,268 Total $ 951,889 The foregoing table includes payments from tenants who have taken possession of their space and tenants who have been moved to the cash basis of accounting for revenue recognition purposes. The remaining lease terms range from less than one year to seventy-six years . The following table reflects the disaggregation of lease income, net: Year Ended December 31, 2022 2021 2020 Minimum base rent $ 145,467 $ 128,716 $ 127,630 Real estate tax recoveries 30,107 27,874 27,898 Common area maintenance, insurance, and other recoveries 28,072 23,948 21,842 Ground rent income 14,991 13,167 12,976 Amortization of market-lease intangibles and inducements, net 5,589 4,318 7,060 Short-term and other lease income 4,333 3,378 2,825 Termination fee income 339 406 1,255 Straight-line rent adjustment, net 2,645 3,272 2,590 Reversal of (provision for) uncollectible straight-line rent 1,170 ( 468 ) ( 3,214 ) Provision for uncollectible billed rent and recoveries ( 1,065 ) ( 2,264 ) ( 9,212 ) Reversal of uncollectible billed rent and recoveries 1,332 5,003 1,307 Lease income, net $ 232,980 $ 207,350 $ 192,957 Other Fee Income Other fee income is derived from services provided to the Company's unconsolidated real estate joint venture and therefore deemed to be related party transactions. The property management, asset management, leasing and other services are provided over the term of the contract. The following table reflects the disaggregation of other fee income: Timing of Satisfaction of Performance Obligations Year Ended December 31, 2022 2021 2020 Property management fees Over time $ 1,301 $ 1,952 $ 2,093 Asset management fees Over time 882 1,128 1,098 Leasing commissions and other fees Point in time 383 462 456 Other fee income $ 2,566 $ 3,542 $ 3,647 F-17 4. Acquired Properties The following table reflects the retail properties acquired, accounted for as asset acquisitions, during the year ended December 31, 2022: Date Property Metropolitan Area Square Feet Gross Acquisition Price Assumption of Mortgage Debt February 2, 2022 Shops at Arbor Trails Austin, TX 357 $ 112,190 $ 31,500 February 2, 2022 Escarpment Village Austin, TX 170 77,150 26,000 April 21, 2022 The Highlands of Flower Mound (a) Dallas, TX 175 38,000 22,880 May 4, 2022 Bay Landing Fort Myers, FL 63 10,425 — June 10, 2022 Kyle Marketplace - Outparcel (b) Austin, TX — 705 — October 28, 2022 Eastfield Village Charlotte, NC 96 22,500 — December 16, 2022 Stone Ridge Market (a) San Antonio, TX 219 58,100 — 1,080 $ 319,070 $ 80,380 (a) These retail properties were acquired from the Company's unconsolidated joint venture. See "Note 6. Investment in Unconsolidated Entities". The Company recognized a fair value adjustment of $ 499 to the mortgage payable secured by The Highlands of Flower Mound. (b) The Company acquired a parcel of vacant land adjacent to this retail property. The assets, liabilities and operations of the outparcel acquired are combined for presentation purposes with the retail property already owned by the Company. The following table reflects the retail properties acquired, accounted for as asset acquisitions, during the year ended December 31, 2021: Date Property Metropolitan Area Square Feet Gross Acquisition Price July 12, 2021 Prestonwood Town Center (a) Dallas, TX 233 $ 52,800 September 2, 2021 Rio Pinar Plaza - Outparcel (b) Orlando, FL 7 1,910 240 $ 54,710 (a) This retail property was acquired from the Company's unconsolidated joint venture. See "Note 6. Investment in Unconsolidated Entities". (b) The Company acquired a parcel of vacant land adjacent to this retail property. The assets, liabilities and operations of the outparcel acquired are combined for presentation purposes with the retail property already owned by the Company. Transaction costs of $ 1,079 and $ 59 were capitalized during the years ended December 31, 2022 and 2021, respectively. 5. Disposed Properties The following table reflects the real property disposed of during the year ended December 31, 2022: Date Property Metropolitan Area Square Feet Gross Disposition Price Gain on Sale June 30, 2022 Centerplace of Greeley Denver, CO 152 $ 37,550 $ 25,147 June 30, 2022 Cheyenne Meadows Denver, CO 90 17,900 11,709 December 15, 2022 The Shops at Walnut Creek (a) Denver, CO 225 55,000 1,393 467 $ 110,450 $ 38,249 (a) The property's buyer assumed a $ 28.6 million mortgage payable secured by the property. We recognized a loss on debt extinguishment of $ 0.08 million related to the buyer's assumption. The following table reflects the real property disposed of during the year ended December 31, 2021: Date Property Metropolitan Area Square Feet Gross Disposition Price Gain (Loss) on Sale, net February 28, 2021 Sonterra Village (a) San Antonio, TX N/A $ 616 $ 436 March 14, 2021 Eldridge Town Center (a) Houston, TX N/A 133 104 March 31, 2021 Windward Commons (a) Alpharetta, GA N/A 150 ( 21 ) June 30, 2021 Eldridge Town Center (a) Houston, TX N/A 418 361 July 20, 2021 Kroger Tomball Houston, TX 74 13,655 636 October 31, 2021 Westpark Shopping Center (a) Washington D.C/Richmond Metro Area N/A 9 6 74 $ 14,981 $ 1,522 (a) These dispositions were related to completions of partial condemnations at four retail properties. F-18 6. Investment in Unconsolidated Entities Joint Venture Interest in IAGM As of December 31, 2022 and 2021, 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"). 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. On January 18, 2023, the Company acquired the four remaining retail properties from IAGM by acquiring 100 % of the membership interests in each of IAGM's wholly owned subsidiaries, as disclosed in " Note 13. Subsequent Events". The Company analyzed the joint venture agreement and determined that IAGM was not a VIE. The Company also considered the joint venture partners' participating rights under the joint venture agreement and determined that the joint venture partners have the ability to participate in major decisions, which equates to shared decision making. Accordingly, the Company has significant influence but does not control IAGM. Therefore, IAGM was not consolidated by the Company, and the equity method of accounting was applied. Under the equity method of accounting, the net equity investment of the Company and the Company's share of net income or loss from the unconsolidated entity are reflected in the consolidated balance sheets and the consolidated statements of operations and comprehensive income (loss). IAGM is party to two interest rate swap agreements to achieve fixed interest rates on its senior secured term loan facility. As of December 31, 2022, and December 31, 2021, the interest rate swaps were recorded as assets with fair values of $ 2,764 and $ 530 , respectively, on IAGM's consolidated balance sheet, of which the Company's share was $ 1,520 and $ 291 , respectively. 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. On September 28, 2022, IAGM transitioned its senior secured term loan facility from a London Inter-bank Offered Rate ("LIBOR") which repriced monthly ("1-Month LIBOR") to a Secured Overnight Financing Rate ("SOFR") which reprices monthly ("1-Month Term SOFR"). On December 15, 2022, IAGM transitioned its interest rate swaps from 1-Month LIBOR to 1-Month Term SOFR. IAGM's hedging instruments continue to qualify for cash flow hedge accounting through application of expedients provided by Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform . The following table reflects the real property disposed by IAGM of during the years ended December 31, 2022 and 2021: Date Property Square Feet Gross Disposition Price IAGM's Gain (Loss) on Sale The Company's Gain Deferral July 12, 2021 Prestonwood Town Center (a) 233 $ 52,800 $ 12,428 $ 6,835 September 3, 2021 Westover Marketplace 243 28,775 399 — December 1, 2021 South Frisco Village 227 32,600 5,467 — March 3, 2022 Price Plaza (b) 206 39,100 3,751 — April 21, 2022 The Highlands of Flower Mound (a) 175 38,000 1,244 684 December 16, 2022 Stone Ridge Market (a) 219 58,100 12,287 6,758 December 22, 2022 Stables Town Center (c) 43 7,800 ( 244 ) — (a) The Company purchased these properties at a purchase price determined by a third party real estate valuation specialist. The Company deferred its share of IAGM's gains on sale and began amortizing it over 30 years as an increase to equity in earnings of unconsolidated entities. (b) The buyer assumed a $ 17,800 mortgage payable secured by the property. (c) IAGM disposed of 43 square feet out of a total 191 square feet through a partial sale of the property. The following table reflects the mortgage paydowns by IAGM of during the years ended December 31, 2022 and 2021: Date Mortgaged Property Contractual Interest Rate Mortgage Paydown (a) Loss on Debt Extinguishment March 26, 2021 Westover Marketplace 4.08 % $ 23,150 $ 14 July 12, 2021 Senior secured pooled loan 1.55 % + 1M LIBOR $ 54,103 $ 215 December 16, 2022 Stone Ridge Market 3.47 % $ 28,125 $ 2 December 22, 2022 Senior secured pooled loan 1.65 % + 1M SOFR $ 5,428 $ 15 (a) Mortgage paydowns were funded by available liquidity and proceeds from the sale of properties. F-19 Condensed Financial Information The following table presents condensed balance sheet information for IAGM: As of December 31, 2022 December 31, 2021 Assets: Net investment properties $ 161,312 $ 288,014 Other assets 65,565 98,696 Total assets 226,877 386,710 Liabilities and equity: Mortgage debt, net 92,186 165,831 Other liabilities 7,392 12,409 Equity 127,299 208,470 Total liabilities and equity 226,877 386,710 Company's share of equity 70,869 115,513 Outside basis difference, net (a) ( 14,738 ) ( 7,569 ) Carrying value of investments in unconsolidated entities $ 56,131 $ 107,944 (a) The outside basis difference relates to the unamortized deferred gains on historical property sales from IAGM to the Company. The following table presents condensed income statement information of IAGM: Year ended December 31, IAGM 2022 2021 2020 Total income $ 27,764 $ 42,145 $ 46,259 Depreciation and amortization ( 10,508 ) ( 14,437 ) ( 16,303 ) Property operating ( 5,149 ) ( 7,265 ) ( 7,143 ) Real estate taxes ( 4,086 ) ( 7,507 ) ( 8,687 ) Asset management fees ( 882 ) ( 1,128 ) ( 1,098 ) Interest expense, net ( 4,002 ) ( 5,637 ) ( 7,455 ) Other expense and income, net ( 245 ) ( 422 ) ( 307 ) Loss on debt extinguishment ( 219 ) ( 229 ) ( 8 ) Provision for asset impairment — — ( 11,016 ) Gain on sale of investment properties, net 17,038 18,294 1,741 Net income (loss) 19,711 23,814 ( 4,017 ) Company's share of net income (loss) $ 10,832 $ 13,089 $ ( 2,264 ) Outside basis adjustment for investee's sale of real estate, net ( 7,169 ) ( 6,691 ) ( 877 ) Equity in earnings (losses) of unconsolidated entities $ 3,663 $ 6,398 $ ( 3,141 ) As of December 31, 2022 and 2021, none of IAGM's mortgages payable are recourse to the Company. It is anticipated that the joint venture will be able to repay, refinance or extend all of its debt on a timely basis. IAGM's remaining mortgages payable of $ 92,468 are scheduled to mature during the year ending December 31, 2023, not inclusive of two twelve-month extension options. F-20 7. Intangible Assets, Liabilities, and Deferred Leasing Costs The following table summarizes the Company’s intangible assets, liabilities, and deferred leasing costs as of December 31, 2022 and 2021: As of December 31, 2022 2021 Intangible assets: In-place leases $ 158,155 $ 137,579 Above-market leases 16,082 15,082 Intangible assets 174,237 152,661 Accumulated amortization: In-place leases ( 66,347 ) ( 63,741 ) Above-market leases ( 6,723 ) ( 7,894 ) Accumulated amortization ( 73,070 ) ( 71,635 ) Intangible assets, net $ 101,167 $ 81,026 Intangible liabilities: Below-market leases $ 55,501 $ 58,256 Accumulated amortization ( 25,843 ) ( 29,261 ) Intangible liabilities, net $ 29,658 $ 28,995 Deferred leasing costs: Leasing costs $ 20,949 $ 18,482 Accumulated amortization ( 7,114 ) ( 6,055 ) Deferred leasing costs, net $ 13,835 $ 12,427 The following table provides a summary of the amortization related to intangible assets, liabilities, and deferred leasing costs for the years ended December 31, 2022, 2021 and 2020: Year ended December 31, 2022 2021 2020 Intangible assets: In-place leases $ 20,993 $ 18,730 $ 22,994 Above-market leases 2,018 2,036 2,446 Amortization of intangible assets $ 23,011 $ 20,766 $ 25,440 Intangible liabilities: Amortization of below-market leases $ 7,403 $ 6,317 $ 9,468 Deferred leasing costs: Amortization of deferred leasing costs $ 2,533 $ 2,138 $ 1,913 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, 2022: Year ending December 31, In-place leases Above market leases Below market leases Deferred leasing costs 2023 $ 20,494 $ 2,085 $ 4,686 $ 3,749 2024 16,582 1,603 3,817 1,970 2025 13,820 1,283 3,308 1,828 2026 11,416 1,097 2,932 1,667 2027 7,785 783 2,022 1,393 Thereafter 21,711 2,508 12,893 3,228 Total $ 91,808 $ 9,359 $ 29,658 $ 13,835 F-21 8. Debt The Company's debt consists of mortgages payable, unsecured term loans, senior notes, and an unsecured revolving line of credit. 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. The Company's credit agreements and mortgage loans require compliance with certain covenants, such as debt service coverage ratios, investment restrictions and distribution limitations. As of December 31, 2022 and 2021, the Company was in compliance with all loan covenants. Credit Agreements 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 $ 350.0 million Revolving Credit Agreement to September 22, 2025, with two six-month extension options. On September 22, 2021, the Company entered into an amendment to its $ 400.0 million Term Loan Credit Agreement (the "Amended Term Loan Agreement"), which provides for, among other things, an extension of the maturity dates and a reallocation of indebtedness under the two outstanding tranches of term loans thereunder. The Amended Term Loan Agreement consists of a $ 200.0 million 5-year tranche maturing on September 22, 2026, and a $ 200.0 million 5.5-year tranche maturing on March 22, 2027. On May 11, 2022, the Company transitioned its Amended Revolving Credit Agreement and Amended Term Loan Agreement from 1-Month LIBOR to 1-Month Term SOFR. On June 3, 2022, in connection with and upon effectiveness of the Note Purchase Agreement (as defined below) and in accordance with the terms of the Amended Term Loan Credit Agreement and Amended Revolving Credit Agreement, each of the administrative agents under such agreements released all of the subsidiary guarantors from their guaranty obligations that were previously made for the benefit of the lenders under such agreements. Senior Notes On August 11, 2022, the Company issued $ 250.0 million aggregate principal amount of senior notes in a private placement, of which (i) $ 150.0 million are designated as 5.07 % Senior Notes, Series A, due August 11, 2029 (the "Series A Notes") and (ii) $ 100.0 million are designated as 5.20 % Senior Notes, Series B, due August 11, 2032 (the "Series B Notes" and, together with the Series A Notes, the "Notes") pursuant to a note purchase agreement (the "Note Purchase Agreement"), dated June 3, 2022, between the Company and the various purchasers named therein. The Notes were issued at par in accordance with the Note Purchase Agreement and pay interest semiannually on February 11th and August 11th until their respective maturities. The Company may prepay at any time all or any part of the Notes, in an amount not less than 5 % of the aggregate principal amount of any series of the Notes then outstanding in the case of a partial prepayment, at 100 % of the principal amount prepaid plus accrued interest and a Make-Whole Amount (as defined in the Note Purchase Agreement). The Notes will be required to be absolutely and unconditionally guaranteed by certain subsidiaries of the Company that guarantee certain material credit facilities of the Company. Currently, there are no subsidiary guarantees of the Notes. F-22 The following table summarizes the Company's debt as of December 31, 2022 and 2021: Interest Rate Type As of December 31, 2022 As of December 31, 2021 Maturity Date Interest Rate Amount Interest Rate Amount Mortgages Payable Total mortgages payable Various Fixed 3.95 % (a) $ 109,812 4.07 % (a) $ 105,955 Term Loans $ 200.0 million 5 years 9/22/2026 Fixed 2.71 % (b) 100,000 2.68 % (b) 100,000 $ 200.0 million 5 years 9/22/2026 Fixed 2.72 % (b) 100,000 2.68 % (b) 100,000 $ 200.0 million 5.5 years 3/22/2027 Fixed 2.77 % (b) 50,000 2.69 % (b) 50,000 $ 200.0 million 5.5 years 3/22/2027 Fixed 2.76 % (b) 50,000 2.70 % (b) 50,000 $ 200.0 million 5.5 years 3/22/2027 Variable 1M SOFR + 1.30 % (c) 100,000 1M LIBOR + 1.20 % (c) 100,000 Total 400,000 400,000 Senior Notes $ 150.0 million 8/11/2029 Fixed 5.07 % 150,000 - — $ 100.0 million 8/11/2032 Fixed 5.20 % 100,000 - — Total 250,000 — Revolving Line of Credit $ 350.0 million total capacity 9/22/2025 Variable 1M SOFR + 1.14 % (c) — 1M LIBOR + 1.05 % (c) 31,000 Total debt 4.08 % 759,812 2.61 % 536,955 Debt discounts and issuance costs, net ( 5,261 ) ( 3,873 ) Debt, net $ 754,551 $ 533,082 (a) Interest rates reflect the weighted average of the Company's mortgages payable. (b) Interest rates reflect the fixed rates effectively achieved through the Company's interest rate swaps. (c) As of December 31, 2022 and 2021, 1-Month Term SOFR was 4.3581 % and 1-Month LIBOR was 0.1013 %, respectively. The following table summarizes the scheduled maturities of the Company's mortgages payable as of December 31, 2022: Scheduled maturities by year: As of December 31, 2022 2023 $ 13,732 2024 15,700 2025 22,880 2026 — 2027 26,000 Thereafter 31,500 Total $ 109,812 F-23 Interest Rate Swaps The Company is party to four effective interest rate swap agreements and four interest rate forward swap agreements, which address the periods between the maturity dates of the effective swaps and the maturity dates of the Amended Term Loan Agreement. 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. On December 15, 2022, the Company transitioned its interest rate swaps from 1-Month LIBOR to 1-Month Term SOFR. The Company's hedging instruments continue to qualify for cash flow hedge accounting through application of expedients provided by ASU 2020-04, Reference Rate Reform . The following table summarizes the Company's four effective and four forward interest rate swaps as of December 31, 2022: Interest Rate Swaps Notional Amount Company Receives Variable Rate of Company Pays Fixed Rate of Fixed Rate Achieved Effective Date Maturity Date 5 Year Term Loan $ 100,000 1-Month SOFR 1.41 % 2.71 % Dec 2, 2019 Dec 21, 2023 5 Year Term Loan 100,000 1-Month SOFR 1.42 % 2.72 % Dec 2, 2019 Dec 21, 2023 5.5 Year Term Loan 50,000 1-Month SOFR 1.47 % 2.77 % Dec 2, 2019 Jun 21, 2024 5.5 Year Term Loan 50,000 1-Month SOFR 1.46 % 2.76 % Dec 2, 2019 Jun 21, 2024 $ 300,000 5 Year Term Loan 100,000 1-Month SOFR 1.51 % 2.81 % Dec 21, 2023 Sep 22, 2026 5 Year Term Loan 100,000 1-Month SOFR 1.51 % 2.81 % Dec 21, 2023 Sep 22, 2026 5.5 Year Term Loan 50,000 1-Month SOFR 1.48 % 2.78 % Jun 21, 2024 Mar 22, 2027 5.5 Year Term Loan 50,000 1-Month SOFR 1.54 % 2.84 % Jun 21, 2024 Mar 22, 2027 $ 300,000 The following table summarizes the Company's four effective and four forward interest rate swaps as of December 31, 2021: Interest Rate Swaps Notional Amount Company Receives Variable Rate of Company Pays Fixed Rate of Fixed Rate Achieved Effective Date Maturity Date 5 Year Term Loan $ 100,000 1-Month LIBOR 1.48 % 2.68 % Dec 2, 2019 Dec 21, 2023 5 Year Term Loan 100,000 1-Month LIBOR 1.48 % 2.68 % Dec 2, 2019 Dec 21, 2023 5.5 Year Term Loan 50,000 1-Month LIBOR 1.49 % 2.69 % Dec 2, 2019 Jun 21, 2024 5.5 Year Term Loan 50,000 1-Month LIBOR 1.50 % 2.70 % Dec 2, 2019 Jun 21, 2024 $ 300,000 5 Year Term Loan 100,000 1-Month LIBOR 1.58 % 2.78 % Dec 21, 2023 Sep 22, 2026 5 Year Term Loan 100,000 1-Month LIBOR 1.57 % 2.77 % Dec 21, 2023 Sep 22, 2026 5.5 Year Term Loan 50,000 1-Month LIBOR 1.58 % 2.78 % Jun 21, 2024 Mar 22, 2027 5.5 Year Term Loan 50,000 1-Month LIBOR 1.60 % 2.80 % Jun 21, 2024 Mar 22, 2027 $ 300,000 The following table summarizes the effects of derivative financial instruments on the consolidated financial statements: Location and amount of gain (loss) recognized in accumulated comprehensive income Location and amount of gain (loss) reclassified from accumulated comprehensive income into net income (loss) Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded 2022 2021 2020 2022 2021 2020 2022 2021 2020 Unrealized gain (loss) on derivatives $ 32,052 $ 3,795 $ ( 16,199 ) Interest expense, net $ 1,009 $ ( 4,332 ) $ ( 2,693 ) Interest expense, net $ 26,777 $ 16,261 $ 18,749 As of December 31, 2022 and 2021, each of the Company's interest rate swaps are in an asset position and included within deferred costs and other assets, net. The Company has designated these interest rate swaps as cash flow hedges. F-24 9. Fair Value Measurements Recurring Measurements The following financial instruments are remeasured at fair value on a recurring basis: Fair Value Measurements as of Cash Flow Hedges: (a) December 31, 2022 December 31, 2021 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative interest rate swaps (b)(c) — $ 26,721 — — ( 4,322 ) — (a) During the twelve months subsequent to December 31, 2022, an estimated $ 11,447 of derivative interest rate assets recognized in accumulated comprehensive income (loss) will be reclassified into earnings. (b) The Company's derivative assets or liabilities are recognized as a part of deferred costs and other assets, net or other liabilities, respectively. IAGM's derivative assets or liabilities are recognized as a part of investment in unconsolidated entities. (c) As of December 31, 2022 and 2021, the Company determined that the credit valuation adjustments associated with nonperformance risk are not significant to the overall valuation of its derivatives. As a result, the Company's derivative valuations in their entirety are classified as Level 2 of the fair value hierarchy. Level 1 At December 31, 2022 and 2021, the Company had no Level 1 recurring fair value measurements. Level 2 To calculate the fair value of the derivative interest rate instruments, the Company primarily uses quoted prices for similar contracts and inputs based on data that are observed in the forward yield curve that is widely observable in the marketplace. The Company also incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements that utilize Level 3 inputs, such as estimates of current credit spreads. Level 3 At December 31, 2022 and 2021, the Company had no Level 3 recurring fair value measurements. Non-Recurring Measurements Investment Properties During the years ended December 31, 2022 and 2021, the Company had no Level 3 nonrecurring fair value measurements. 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. Assets Held by Unconsolidated Entities During the year ended December 31, 2020, the Company identified one retail property within the IAGM joint venture that had a reduction in its expected holding period by the joint venture and recorded a provision for asset impairment of $ 11,016 . A discounted cash flow model was utilized to estimate the fair value of this retail property. This cash flow model consisted of unobservable inputs such as forecasted revenues and expenses and estimated net disposition proceeds at the end of the hold period, based on market conditions and expected growth rates. A 8.50 % terminal capitalization rate and a discount rate of 9.50 % was utilized in the model based upon observable rates that the Company believed to be within a reasonable range of then current market rates, based on the nature of the underlying investment and associated risks. The Company recognized its' share of this provision for asset impairment of $ 6,059 as part of equity in earnings (losses). F-25 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, 2022, 2021, and 2020: December 31, 2022 December 31, 2021 December 31, 2020 Level 3 Impairment Loss Level 3 Impairment Loss Level 3 Impairment Loss Investment properties $ — $ — $ — $ — $ 5,500 $ 9,002 Financial Instruments Not Measured at Fair Value The table below represents the estimated fair value of financial instruments presented at carrying values in the Company's consolidated financial statements as of December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Carrying Value Estimated Fair Value Market Interest Rate Carrying Value Estimated Fair Value Market Interest Rate Mortgages payable $ 109,812 $ 100,218 6.81 % $ 105,955 $ 104,938 4.44 % Senior notes 250,000 235,820 6.05 % — — N/A Term loans 400,000 401,170 5.11 % 400,000 400,470 2.39 % Revolving line of credit — — N/A 31,000 31,062 2.39 % The market interest rates used to estimate the fair value of the Company's mortgages payable, senior notes, term loans, and revolving line of credit reflect the terms currently available on similar borrowing terms to borrowers with credit profiles similar to that of the Company's. The Company classifies its debt instrument valuations within Level 2 of the fair value hierarchy. F-26 10. Earnings Per Share and Equity Transactions Basic earnings per share ("EPS") is computed by dividing net income or loss attributed to common shares by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from awards issued pursuant to the Incentive Award Plan. The following table reconciles the amounts used in calculating basic and diluted earnings per share: Year ended December 31, 2022 2021 2020 Numerator: Net income (loss) attributed to common shares $ 52,233 $ ( 5,360 ) $ ( 10,174 ) Earnings allocated to unvested restricted shares — — — Net income (loss) attributed to common shares - basic and diluted $ 52,233 $ ( 5,360 ) $ ( 10,174 ) Denominator: Weighted average common shares outstanding - basic 67,406,233 71,072,933 72,040,623 Dilutive effect of unvested restricted shares (a) 119,702 — — Weighted average common shares outstanding - diluted 67,525,935 71,072,933 72,040,623 Basic and diluted earnings per common share: Net income (loss) per common share - basic $ 0.77 $ ( 0.08 ) $ ( 0.14 ) Net income (loss) per common share - diluted $ 0.77 $ ( 0.08 ) $ ( 0.14 ) (a) For the years ended December 31, 2021 and 2020, the Company has excluded the anti-dilutive effect of unvested restricted shares. ATM Program On March 7, 2022, the Company established an at-the-market equity offering program (the "ATM Program") through which the Company may sell from time to time up to an aggregate of $ 250.0 million of its common stock. In connection with the ATM Program, the Company may sell shares of its common stock to or through sales agents, or may enter into separate forward sale agreements with one of the agents, or one of their respective affiliates, as a forward purchaser. As of December 31, 2022, the Company has not sold any common stock under the ATM Program. Share Repurchase Programs On February 23, 2022, the Company established a share repurchase program (the "SRP") of up to $ 150.0 million of the Company's outstanding shares of common stock. The SRP may be suspended or discontinued at any time, and does not obligate the Company to repurchase any dollar amount or particular amount of shares. As of December 31, 2022, the Company has not repurchased any common stock under the SRP. During the year ended December 31, 2021 , the Company repurchased 755,643 shares of the Company's outstanding common stock at a price per share of $ 21.70 , reflecting a 25 % discount to an estimated Net Asset Value ("NAV") per share of $ 28.90 as of December 1, 2020 established by the Company's board of directors (the "Board"). Reverse Stock Split 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. 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. See "Note 1. Organization" for more information concerning the reverse stock split. F-27 11. Stock-Based Compensation 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. 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, 2022, 1,060,241 shares were available for future issuance under the Incentive Award Plan. Outstanding awards granted are categorized as either time-based awards, performance-based awards, or market-based awards. All awards are valued at fair value, earn dividends throughout the vesting period, and have no voting rights. The following table summarizes the Company's significant assumptions used in the Monte Carlo simulation models: Year ended December 31, 2022 Volatility 33.89 % Risk free interest rate 0.79 % - 1.76 % Dividend Yield 3.24 % 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. 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. The Company also announced the appointment of certain executives in establishing a plan of succession. 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 during the years ended December 31, 2022, 2021, and 2020: Unvested Time- Based RSUs Unvested Performance and Market-Based RSUs Weighted Average Grant Date Price Per Share Outstanding as of January 1, 2020 129,570 138,964 $ 31.40 Shares granted 125,579 248,434 $ 31.40 Shares vested ( 114,434 ) — $ 31.40 Shares forfeited ( 30,333 ) ( 55,303 ) $ 31.40 Outstanding as of December 31, 2020 110,382 332,095 $ 31.40 Shares granted 209,539 218,835 $ 28.90 Shares vested ( 167,806 ) — $ 30.04 Shares forfeited ( 13,880 ) ( 79,562 ) $ 30.73 Outstanding as of December 31, 2021 138,235 471,368 $ 30.12 Shares granted 127,862 396,338 $ 18.97 Shares vested ( 135,491 ) ( 76,520 ) $ 29.36 Shares forfeited ( 7,179 ) ( 79,135 ) $ 29.07 Outstanding as of December 31, 2022 123,427 712,051 $ 23.35 As of December 31, 2022, there was $ 8,302 of total unrecognized compensation expense related to unvested stock-based compensation arrangements that will vest through December 2024. The Company recognized stock-based compensation expense of $ 6,541 , $ 9,116 and $ 4,449 for the years ended December 31, 2022, 2021 and 2020, respectively, as a part of general and administrative expenses . F-28 12. Commitments and Contingencies The Company is subject, from time to time, to various types of third-party legal claims or litigation that arise in the ordinary course of business, including, but not limited to, property loss claims, personal injury or other damages resulting from contact with the Company's properties. These claims and lawsuits and any resulting damages are generally covered by the Company's insurance policies. The Company accrues for legal costs associated with loss contingencies when these costs are probable and reasonably estimable. While the resolution of these matters cannot be predicted with certainty, based on currently available information, management does not expect that the final outcome of any pending claims or legal proceedings will have a material adverse effect on the financial condition, results of operations or cash flows of the Company. Operating Lease Commitments The Company has non-cancelable operating leases for office space used in its business. The following table summarizes the Company's operating lease arrangements as of December 31, 2022 and 2021: As of Balance Sheet Caption December 31, 2022 December 31, 2021 Operating lease ROU assets Deferred costs and other assets, net $ 3,220 $ 2,961 Operating lease ROU accumulated amortization Deferred costs and other assets, net $ ( 570 ) $ ( 215 ) Operating lease liabilities Other liabilities $ 3,265 $ 3,189 The following table summarizes the total lease cost, weighted-average lease terms and weighted-average discount rates of the Company's operating leases for the years ended December 31, 2022 and 2021: Statement of Operations and Comprehensive Income (Loss) Caption Year ended December 31, 2022 2021 Minimum operating lease payments General and administrative $ 528 $ 515 Variable operating lease payments General and administrative 343 163 Short-term operating lease payments General and administrative 97 174 Total lease cost $ 968 $ 852 Weighted-average remaining lease term of operating leases 6.7 years 7.9 years Weighted-average discount rate of operating leases 4.35 % 4.36 % The following table reflects the Company's future minimum operating lease obligations as of December 31, 2022: Scheduled minimum payments by year: Future Minimum Lease Payments 2023 $ 565 2024 628 2025 511 2026 517 2027 529 Thereafter 1,308 Total expected minimum lease obligation 4,058 Less: Amount representing interest (a) ( 793 ) Present value of net minimum lease payments $ 3,265 (a) Interest includes the amount necessary to reduce the total expected minimum lease obligations to present value calculated at the Company's incremental borrowing rate. F-29 13. Subsequent Events In preparing its consolidated financial statements, the Company evaluated events and transactions occurring after December 31, 2022 through the date the financial statements were issued for recognition and disclosure purposes. On January 18, 2023, the Company acquired the four remaining retail properties from IAGM for an aggregate purchase price of $ 222.3 million by acquiring 100% of the membership interests in each of IAGM's wholly owned subsidiaries . The Company assumed aggregate mortgage debt of $ 92.5 million and funded the remaining balance with its available liquidity. Subsequent to the transaction, IAGM proportionately distributed substantially all net proceeds from the sale, of which the Company's share was approximately $ 71.4 million. In connection with the foregoing, IAGM adopted a liquidation plan on January 11, 2023. On February 6, 2023, the Company extinguished the $ 13.7 million mortgage payable secured by Renaissance Center with its available liquidity. F-30 INVENTRUST PROPERTIES CORP. Schedule III - Real Estate and Accumulated Depreciation (amounts stated in thousands) Initial Cost (A) Gross amount at which carried at end of period PROPERTY NAME Location Encumbrance Land Buildings and Improvements Adjustments to Land Basis (B) Adjustments to Basis (B) Land Buildings and Improvements Total (C) Accumulated Depreciation (D,E) Year Acquired Antoine Town Center Houston, TX $ — $ 5,327 $ 14,333 $ — $ 105 $ 5,327 $ 14,438 $ 19,765 $ 1,872 2020 Bay Landing Bonita Springs, FL — 1,687 9,283 — — 1,687 9,283 10,970 265 2022 Bear Creek Village Center Wildomar, CA — 3,523 12,384 — 435 3,523 12,819 16,342 6,388 2009 Bent Tree Plaza Raleigh, NC — 1,983 7,093 — 1,833 1,983 8,926 10,909 4,218 2009 Buckhead Crossing Atlanta, GA — 7,565 27,104 — 1,299 7,565 28,403 35,968 14,407 2009 Campus Marketplace San Marcos, CA — 26,928 43,445 55 747 26,983 44,192 71,175 9,414 2017 Cary Park Town Center Cary, NC — 5,555 17,280 — 22 5,555 17,302 22,857 3,449 2017 Commons at University Place Durham, NC — 3,198 17,909 — 34 3,198 17,943 21,141 2,444 2019 Coweta Crossing Newnan, GA — 1,143 4,590 — 2 1,143 4,592 5,735 2,471 2009 Custer Creek Village Richardson, TX — 4,750 12,245 — 1,260 4,750 13,505 18,255 6,351 2007 Eldorado Marketplace Frisco, TX — 15,732 49,311 — 388 15,732 49,699 65,431 5,864 2019 Eldridge Town Center & Windermere Village Houston, TX — 5,380 22,994 1,977 6,388 7,357 29,382 36,739 12,907 2005 Eastfield Village Charlotte, NC — 2,327 14,321 — — 2,327 14,321 16,648 108 2022 Garden Village San Pedro, CA — 3,188 16,522 3,268 1,666 6,456 18,188 24,644 8,388 2009 Gateway Market Center St. Petersburg, FL — 13,600 4,992 — 4,768 13,600 9,760 23,360 3,273 2010 Escarpment Village Austin, TX 26,000 19,641 51,763 — — 19,641 51,763 71,404 1,890 2022 Kennesaw Marketplace Kennesaw, GA — 12,587 51,860 — 462 12,587 52,322 64,909 8,408 2018 Kyle Marketplace Kyle, TX — 6,076 48,220 711 578 6,787 48,798 55,585 9,032 2017 Lakeside & Lakeside Crossing Winter Park, FL — 16,594 41,085 — ( 116 ) 16,594 40,969 57,563 5,520 2019 Market at Westlake Westlake Hills, TX — 1,200 6,274 ( 64 ) ( 42 ) 1,136 6,232 7,368 3,165 2007 F-31 INVENTRUST PROPERTIES CORP. Schedule III - Real Estate and Accumulated Depreciation (amounts stated in thousands) Initial Cost (A) Gross amount at which carried at end of period PROPERTY NAME Location Encumbrance Land Buildings and Improvements Adjustments to Land Basis (B) Adjustments to Basis (B) Land Buildings and Improvements Total (C) Accumulated Depreciation (D,E) Year Acquired Northcross Commons Charlotte, NC $ — $ 7,591 $ 21,303 $ — $ 680 $ 7,591 $ 21,983 $ 29,574 $ 4,864 2016 Old Grove Marketplace Oceanside, CA — 12,545 8,902 — 309 12,545 9,211 21,756 2,233 2016 Pavilion at La Quinta LaQuinta, CA — 15,200 20,947 — 1,722 15,200 22,669 37,869 10,996 2009 Peachland Promenade Port Charlotte, FL — 1,742 6,502 4,158 9,336 5,900 15,838 21,738 2,685 2009 PGA Plaza Palm Beach Gardens, FL — 10,414 75,730 — 904 10,414 76,634 87,048 11,885 2018 Plantation Grove Ocoee, FL 7,300 3,705 6,300 — 917 3,705 7,217 10,922 2,217 2014 Plaza Midtown Atlanta, GA — 5,295 23,946 — 455 5,295 24,401 29,696 4,325 2017 Prestonwood Town Center Dallas, TX — 22,055 22,140 — 456 22,055 22,596 44,651 1,508 2021 Renaissance Center Durham, NC 13,732 26,713 96,141 — 5,446 26,713 101,587 128,300 24,880 2016 Rio Pinar Plaza Orlando, FL — 5,171 26,903 676 1,755 5,847 28,658 34,505 7,124 2015 River Oaks Santa Clarita, CA — 24,598 88,418 — 1,531 24,598 89,949 114,547 16,290 2017 Riverview Village Arlington, TX — 6,000 9,649 — 394 6,000 10,043 16,043 5,219 2007 Riverwalk Market Flower Mound, TX — 5,931 23,922 — 727 5,931 24,649 30,580 5,475 2016 Rose Creek Woodstock, GA — 1,443 5,630 — 524 1,443 6,154 7,597 2,968 2009 Sandy Plains Centre Marietta, GA — 12,364 27,270 652 2,180 13,016 29,450 42,466 4,069 2018 Sarasota Pavilion Sarasota, FL — 12,000 25,823 — 5,301 12,000 31,124 43,124 12,711 2010 Scofield Crossing Austin, TX — 8,100 4,992 ( 576 ) 3,031 7,524 8,023 15,547 2,952 2007 Shops at Fairview Town Center Fairview, TX — 7,299 25,233 — 624 7,299 25,857 33,156 3,167 2019 Shops at The Galleria Bee Cave, TX — 52,104 75,651 — 3,173 52,104 78,824 130,928 19,036 2016 Shops at Arbor Trails Austin, TX 31,500 28,233 76,769 — — 28,233 76,769 105,002 2,874 2022 Sonterra Village San Antonio, TX — 5,150 15,095 ( 181 ) 889 4,969 15,984 20,953 3,932 2015 F-32 INVENTRUST PROPERTIES CORP. Schedule III - Real Estate and Accumulated Depreciation (amounts stated in thousands) Initial Cost (A) Gross amount at which carried at end of period PROPERTY NAME Location Encumbrance Land Buildings and Improvements Adjustments to Land Basis (B) Adjustments to Basis (B) Land Buildings and Improvements Total (C) Accumulated Depreciation (D,E) Year Acquired Southern Palm Crossing Royal Palm Beach, FL $ — $ 37,735 $ 49,843 $ ( 745 ) $ 660 $ 36,990 $ 50,503 $ 87,493 $ 6,788 2019 Stevenson Ranch Stevenson Ranch, CA — 29,519 39,190 — 324 29,519 39,514 69,033 9,388 2016 Suncrest Village Orlando, FL 8,400 6,742 6,403 — 11,302 6,742 17,705 24,447 1,781 2014 Sycamore Commons Matthews, NC — 12,500 31,265 — 2,363 12,500 33,628 46,128 15,558 2010 Stone Ridge Market San Antonio, TX — 8,935 38,754 — — 8,935 38,754 47,689 — 2022 The Centre on Hugh Howell Tucker, GA — 2,250 11,091 — ( 4 ) 2,250 11,087 13,337 5,972 2007 The Parke Cedar Park, TX — 9,271 83,078 — 1,337 9,271 84,415 93,686 16,224 2017 The Pointe at Creedmoor Raleigh, NC — 7,507 5,454 — 55 7,507 5,509 13,016 1,446 2016 The Highlands of Flower Mound Flower Mound, TX 22,880 6,330 24,374 — — 6,330 24,374 30,704 762 2022 The Shops at Town Center & Century Station Germantown, MD — 19,998 29,776 — 933 19,998 30,709 50,707 6,366 2017 Thomas Crossroadas Newnan, GA — 1,622 8,322 — 1,949 1,622 10,271 11,893 4,471 2009 Travilah Square Rockville, MD — 8,964 39,836 — 355 8,964 40,191 49,155 4,530 2019 Trowbridge Crossing Sandy Springs, GA — 2,366 7,808 — 311 2,366 8,119 10,485 799 2020 University Oaks Shopping Center Round Rock, TX — 7,250 25,326 ( 170 ) 8,698 7,080 34,024 41,104 15,822 2010 Westfork Plaza & Paraiso Parc Pembroke Pines, FL — 28,267 124,019 — 5,732 28,267 129,751 158,018 26,589 2017 Westpark Shopping Center Glen Allen, VA — 7,462 24,164 ( 4 ) 5,071 7,458 29,235 36,693 6,643 2013 Windward Commons Alpharetta, GA — 12,823 13,779 ( 171 ) 870 12,652 14,649 27,301 3,529 2016 Total corporate assets — — — — 2,998 — 2,998 2,998 1,449 - Total $ 109,812 $ 641,178 $ 1,722,756 $ 9,586 $ 103,137 $ 650,764 $ 1,825,893 $ 2,476,657 $ 389,361 Construction in progress — — — 5,005 — 5,005 5,005 — Total investment properties $ 641,178 $ 1,722,756 $ 9,586 $ 108,142 $ 650,764 $ 1,830,898 $ 2,481,662 $ 389,361 F-33 INVENTRUST PROPERTIES CORP. Schedule III - Real Estate and Accumulated Depreciation (amounts stated in thousands) Notes to Schedule III The aggregate cost of real estate owned at December 31, 2022 for federal income tax purposes was approximately $ 2,730,371 (unaudited). (A) The initial cost to the Company represents the original purchase price of the asset, including amounts incurred subsequent to acquisition which were contemplated at the time the property was acquired. (B) Cost capitalized subsequent to acquisition includes additional tangible costs associated with investment properties. Amount also includes impairment charges recorded subsequent to acquisition to reduce basis. (C) Reconciliation of total investment properties: 2022 2021 2020 Balance at January 1, $ 2,273,103 $ 2,221,689 $ 2,204,891 Acquisitions and capital improvements 307,177 71,324 52,222 Disposals and write-offs of assets no longer in service ( 98,618 ) ( 19,910 ) ( 35,424 ) Balance at December 31, $ 2,481,662 $ 2,273,103 $ 2,221,689 (D) Reconciliation of accumulated depreciation: 2022 2021 2020 Balance at January 1, $ 350,256 $ 292,248 $ 246,702 Depreciation expense 71,428 66,275 61,897 Disposal and write-offs of assets no longer in service ( 32,323 ) ( 8,267 ) ( 16,351 ) Balance at December 31, $ 389,361 $ 350,256 $ 292,248 (E) Depreciation is computed based upon the following estimated lives: Buildings and other improvements 15 - 30 years Tenant improvements Life of the lease Furniture, fixtures and equipment 3 - 20 years F-34