1 unchanged sentence
As required by Rule 13a-15(b) and Rule 15d-15(b) under the Exchange Act, our management, including our Principal Executive Officer and our Principal Financial Officer evaluated as of December 31, 2024, the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and Rule 15d-15(e).
−Removed: Based on that evaluation, our Principal Executive Officer and our Principal Financial Officer concluded that our disclosure controls and procedures, as of December 31, 2023, 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 our Principal Executive Officer and Principal Financial Officer as appropriate to allow timely decisions regarding required disclosures.
+Added: Based on that evaluation, our Principal Executive Officer and our Principal Financial Officer concluded that our disclosure controls and procedures, as of December 31, 2024, were effective at a reasonable assurance level for the purpose of ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to management, including our Principal Executive Officer and Principal Financial Officer as appropriate to allow timely decisions regarding required disclosures.
Management's Report on Internal Control Over Financial Reporting
1 unchanged sentence
Our management, including our Principal Executive Officer and Principal Financial Officer, evaluated as of December 31, 2024, 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).
−Removed: Based on its evaluation, our management has concluded that we maintained effective internal control over financial reporting as of December 31, 2023.
+Added: Based on its evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2024.
Independent Registered Public Accounting Firm’s Report on Internal Control Over Financial Reporting
11 unchanged sentences
Phillips 43 Executive Vice President, Chief Financial Officer and Treasurer Same
−Removed: Stuart Aitken 52 Director Senior Vice President and Chief Merchant and Marketing Officer at The Kroger Co., a grocery retailer
−Removed: Amanda Black 48 Director Managing Director and Global Chief Investment Officer at JLP Asset Management, a real estate investment firm
+Added: Stuart Aitken 53 Director President and Chief Executive Officer of Circana, a market research and technology company
+Added: Amanda Black 49 Director Former Global Chief Investment Officer and Managing Director of JLP Asset Management, a real estate investment firm
Glavin 65 Director Owner of Thomas F.
5 unchanged sentences
Julian Whitehurst 67 Director Retired
+Added: We have adopted an Insider Trading Compliance Policy that governs the purchase, sale, and/or other dispositions of our securities by officers, directors and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing requirements of the NYSE.
+Added: A copy of our Insider Trading Compliance Policy is filed as Exhibit 19.1 to this Annual Report.
Other 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, 2024 in connection with our 2025 Annual Meeting of Stockholders, and is incorporated herein by reference.
4 unchanged sentences
Equity Compensation Plan Information
−Removed: The following table provides information regarding our equity compensation plans as of December 31, 2023.
−Removed: Plan Category Plan Description Number of Shares
−Removed: Issuable Upon Vesting (a) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in column I )
−Removed: Equity compensation plans not
−Removed: approved by stockholders:
+Added: The following table provides information regarding our equity compensation plans approved by stockholders as of December 31, 2024.
+Added: Plan Description Number of Shares
+Added: Issuable Upon Vesting (a) Number of Securities Remaining Available for
+Added: Future Issuance Under Equity Compensation Plans
+Added: (Excluding Securities Reflected in column I )
Incentive Award Plan (b) 1,334,503 2,854,824
−Removed: Equity compensation plans
−Removed: approved by stockholders:
ESPP N/A 3,274,365
11 unchanged sentences
Consolidated Balance Sheets as of December 31, 2024 and 2023
−Removed: Consolidated Statements of Operations and Comprehensive (Loss) Income for the years ended December 31, 2023, 2022 and 2021
+Added: Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022
Consolidated Statements of Equity for the years ended December 31, 2024, 2023 and 2022
41 unchanged sentences
(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)
−Removed: Employment Offer Letter, dated as of June 20, 2019, by and between InvenTrust Properties Corp.
−Removed: and Daniel J.
−Removed: Busch (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q as filed by the Registrant on August 8, 2019)
+Added: First Amendment to Indemnity Agreement by and among Inland American Real Estate Trust, Inc.
+Added: 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)
InvenTrust Properties Corp.
2 unchanged sentences
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)
+Added: Second Amendment to InvenTrust Properties Corp.
+Added: 2015 Incentive Award Plan, dated March 20, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on May 10, 2024)
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)
−Removed: 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)
−Removed: 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)
−Removed: 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)
+Added: 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)
+Added: 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)
+Added: Form of Director Restricted Stock Unit Agreement
InvenTrust Properties Corp.
2 unchanged sentences
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)
−Removed: 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)
−Removed: 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)
−Removed: First Amendment to Indemnity Agreement by and among Inland American Real Estate Trust, Inc.
−Removed: 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)
+Added: Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q, as filed by the Registrant with the SEC on November 9, 2017)
+Added: Third Amended and Restated Share Repurchase Program (incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K, as filed by the Registrant with the SEC on April 12, 2021)
+Added: InvenTrust Properties Corp.
+Added: 2023 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q, as filed by the Company with the SEC on August 1, 2023)
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.
3 unchanged sentences
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)
−Removed: Second Amendment, dated as of May 11, 2022, to Amended and Restated Term Loan Credit Agreement, among InvenTrust Properties Corp., the lenders party thereto and Wells Fargo Bank, National Association
+Added: Second Amendment, dated as of May 11, 2022, to Amended and Restated Term Loan Credit Agreement, among InvenTrust Properties Corp., the lenders party thereto and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.13.3 to the Registrant's Form 10-K, as filed by the Registrant on February 14, 2024)
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.
1 unchanged sentence
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)
−Removed: Second Amendment dated as of May 11, 2022 to Second Amended and Restated Credit Agreement, among InvenTrust Properties Corp., the lenders party thereto and KeyBank National Association
−Removed: 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)
−Removed: Separation and Consulting Agreement, by and between InvenTrust Properties Corp.
−Removed: 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)
−Removed: 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)
−Removed: 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)
+Added: Second Amendment dated as of May 11, 2022 to Second Amended and Restated Credit Agreement, among InvenTrust Properties Corp., the lenders party thereto and KeyBank National Association (incorporated by reference to Exhibit 10.14.3 to the Registrant's Form 10-K, as filed by the Registrant on February 14, 2024)
+Added: Third Amendment dated as of October 23, 2024 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 10.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on October 25, 2024)
Note Purchase Agreement, dated June 3, 2022, by and among InvenTrust Properties Corp.
1 unchanged sentence
InvenTrust Properties Corp.
−Removed: 2023 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q, as filed by the Company with the SEC on August 1, 2023)
+Added: Insider Trading Compliance Policy
Subsidiaries of the Registrant
5 unchanged sentences
InvenTrust Properties Corp.
−Removed: Policy for Recovery of Erroneously Awarded Compensation
+Added: Policy for Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97.1 to the Registrant’s Form 10-K, as filed by the Registrant with the SEC on February 14, 2024)
101 The following financial information from our Annual Report for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 13, 2025, is formatted in Extensible Business Reporting Language ("XBRL"):
−Removed: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive (Loss) Income, (iii) Consolidated Statements of Equity, (iv) Consolidated Statements of Cash Flows (v) Notes to Consolidated Financial Statements (tagged as blocks of text).
+Added: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Consolidated Statements of Equity, (iv) Consolidated Statements of Cash Flows (v) Notes to Consolidated Financial Statements (tagged as blocks of text).
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
35 unchanged sentences
Consolidated Balance Sheets as of December 31, 2024 and 2023
−Removed: Consolidated Statements of Operations and Comprehensive (Loss) Income for the years ended December 31, 2023, 2022 and 2021
+Added: Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022
Consolidated Statements of Equity for the years ended December 31, 2024, 2023 and 2022
8 unchanged sentences
We have audited the accompanying consolidated balance sheets of InvenTrust Properties Corp.
−Removed: and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive (loss) income, equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedule III (collectively, the consolidated financial statements).
+Added: and subsidiaries (the Company) as of December 31, 2024 and 2023, 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, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2024, in conformity with U.S.
15 unchanged sentences
(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: 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 separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
+Added: 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
6 unchanged sentences
The following are the primary procedures we performed to address this critical audit matter.
−Removed: We evaluated the Company’s consideration of individual real estate properties for potential reductions in expected hold period:
+Added: We evaluated the design and tested the operating effectiveness of internal controls related to the Company’s process to evaluate potential changes in the estimated hold period of individual real estate properties.
+Added: We evaluated the Company’s consideration of individual real estate properties for potential reductions in expected hold period by:
• Inquiring of Company officials to evaluate the likelihood that an investment property will be sold before the end of its expected hold period.
13 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: 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, 2023 and 2022, the related consolidated statements of operations and comprehensive (loss) income, equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedule III (collectively, the consolidated financial statements), and our report dated February 14, 2024 expressed an unqualified opinion on those consolidated financial statements.
+Added: 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, 2024 and 2023, 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, 2024, and the related notes and financial statement schedule III (collectively, the consolidated financial statements), and our report dated February 13, 2025 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
−Removed: 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.
+Added: 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 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.
27 unchanged sentences
Cash, cash equivalents and restricted cash 91,221 99,763
−Removed: Investment in unconsolidated entities — 56,131
Intangible assets, net 137,420 114,485
21 unchanged sentences
INVENTRUST PROPERTIES CORP.
−Removed: Consolidated Statements of Operations and Comprehensive (Loss) Income
+Added: Consolidated Statements of Operations and Comprehensive Income (Loss)
(in thousands, except share and per share amounts)
10 unchanged sentences
General and administrative 33,172 31,797 33,342
−Removed: Direct listing costs — — 19,769
Total operating expenses 226,974 222,868 201,458
2 unchanged sentences
Loss on extinguishment of debt — ( 15 ) ( 181 )
+Added: Impairment of real estate assets ( 3,854 ) — —
Gain on sale of investment properties, net 3,857 2,691 38,249
2 unchanged sentences
Total other (expense) income, net ( 33,342 ) ( 30,539 ) 16,984
−Removed: Net income (loss) $ 5,269 $ 52,233 $ ( 5,360 )
+Added: Net income $ 13,658 $ 5,269 $ 52,233
Weighted-average common shares outstanding, basic 70,394,448 67,531,898 67,406,233
Weighted-average common shares outstanding, diluted 71,010,568 67,813,180 67,525,935
−Removed: Net income (loss) per common share - basic $ 0.08 $ 0.77 $ ( 0.08 )
−Removed: Net income (loss) per common share - diluted $ 0.08 $ 0.77 $ ( 0.08 )
−Removed: Distributions declared per common share outstanding $ 0.86 $ 0.82 $ 0.78
−Removed: Distributions paid per common share outstanding $ 0.85 $ 0.82 $ 0.78
−Removed: Comprehensive (loss) income
−Removed: Net income (loss) $ 5,269 $ 52,233 $ ( 5,360 )
+Added: Net income per common share - basic $ 0.19 $ 0.08 $ 0.77
+Added: Net income per common share - diluted $ 0.19 $ 0.08 $ 0.77
+Added: Comprehensive income
+Added: Net income $ 13,658 $ 5,269 $ 52,233
Unrealized gain on derivatives 9,019 6,228 32,052
−Removed: Reclassification (to) from net income (loss) ( 14,875 ) ( 1,009 ) 4,332
−Removed: Comprehensive (loss) income $ ( 3,378 ) $ 83,276 $ 2,767
+Added: Reclassification to net income ( 12,667 ) ( 14,875 ) ( 1,009 )
+Added: Comprehensive income (loss) $ 10,010 $ ( 3,378 ) $ 83,276
See accompanying notes to the consolidated financial statements.
10 unchanged sentences
Beginning balance, January 1, 2022 67,344,374 $ 67 $ 5,452,550 $ ( 3,876,743 ) $ ( 4,322 ) $ 1,571,552
−Removed: Net loss — — — ( 5,360 ) — ( 5,360 )
−Removed: Unrealized loss on derivatives — — — — 3,795 3,795
−Removed: Reclassification to interest expense, net — — — — 4,198 4,198
−Removed: Reclassification to equity in losses of unconsolidated entities — — — — 134 134
−Removed: Distributions declared — — — ( 55,721 ) — ( 55,721 )
+Added: Net income — — — 52,233 — 52,233
+Added: Unrealized gain on derivatives — — — — 32,052 32,052
+Added: Reclassification from interest expense, net — — — — ( 405 ) ( 405 )
+Added: Reclassification from equity in earnings of unconsolidated entities — — — — ( 604 ) ( 604 )
+Added: Distributions declared ($ 0.8208 per common share)
+Added: — — — ( 55,337 ) — ( 55,337 )
Stock-based compensation, net 128,179 — 4,418 — — 4,418
−Removed: Repurchase of common stock under share repurchase plan ( 755,643 ) ( 7 ) ( 16,678 ) — — ( 16,685 )
−Removed: Repurchase of common stock through tender offer ( 4,000,000 ) ( 4 ) ( 103,327 ) — — ( 103,331 )
Ending balance, December 31, 2022 67,472,553 67 5,456,968 ( 3,879,847 ) 26,721 1,603,909
2 unchanged sentences
Reclassification from interest expense, net — — — — ( 14,875 ) ( 14,875 )
−Removed: Reclassification from equity in earnings of unconsolidated entities — — — — ( 604 ) ( 604 )
−Removed: Distributions declared — — — ( 55,337 ) — ( 55,337 )
+Added: Distributions declared ($ 0.8620 per common share)
+Added: — — — ( 58,248 ) — ( 58,248 )
Stock-based compensation, net 127,238 1 7,427 — — 7,428
+Added: Issuance of common stock under ATM Program, net 208,040 — 4,333 — — 4,333
Ending balance, December 31, 2023 67,807,831 68 5,468,728 ( 3,932,826 ) 18,074 1,554,044
2 unchanged sentences
Reclassification from interest expense, net — — — — ( 12,667 ) ( 12,667 )
−Removed: Distributions declared — — — ( 58,248 ) — ( 58,248 )
+Added: Distributions declared ($ 0.9052 per common share)
+Added: — — — ( 65,697 ) — ( 65,697 )
+Added: Issuance of common stock under offering, net 9,200,000 9 245,834 — — 245,843
+Added: Issuance of common stock under ATM Program, net 254,082 — 7,620 — — 7,620
Stock-based compensation, net 188,881 — 8,185 — — 8,185
−Removed: Issuance of common stock, net 208,040 — 4,333 — — 4,333
Ending balance, December 31, 2024 77,450,794 $ 77 $ 5,730,367 $ ( 3,984,865 ) $ 14,426 $ 1,760,005
6 unchanged sentences
Cash flows from operating activities:
−Removed: Net income (loss) $ 5,269 $ 52,233 $ ( 5,360 )
+Added: Net income $ 13,658 $ 5,269 $ 52,233
Adjustments to reconcile to net cash provided by operating activities:
2 unchanged sentences
Amortization of debt discounts and financing costs 2,403 4,113 2,816
−Removed: Straight-line rent adjustment, net ( 3,464 ) ( 2,645 ) ( 3,272 )
+Added: Straight-line rent adjustments, net ( 3,400 ) ( 3,349 ) ( 3,815 )
+Added: Impairment of real estate assets 3,854 — —
Provision for (reversal of) estimated credit losses 430 1,033 ( 267 )
12 unchanged sentences
Purchase of investment properties ( 268,125 ) ( 152,047 ) ( 235,001 )
−Removed: Capital expenditures and tenant improvements ( 27,298 ) ( 19,420 ) ( 15,361 )
−Removed: Investment in development and re-development projects ( 4,558 ) ( 9,461 ) ( 5,466 )
+Added: Capital investments and leasing costs ( 36,116 ) ( 35,744 ) ( 33,183 )
Proceeds from the sale of investment properties, net 65,062 12,559 77,538
Distributions from unconsolidated entities — 95,065 47,355
−Removed: Lease commissions and other leasing costs ( 3,888 ) ( 4,302 ) ( 4,055 )
Other investing activities, net ( 1,356 ) 449 ( 1,170 )
2 unchanged sentences
Payment of tax withholdings for share-based compensation ( 2,598 ) ( 1,583 ) ( 1,581 )
−Removed: Repurchases of common stock — — ( 116,397 )
−Removed: Payment of common stock repurchase costs — — ( 3,619 )
−Removed: Proceeds from sale of common stock under ATM 5,165 — —
+Added: Proceeds from sale of common stock under offering 257,600 — —
+Added: Proceeds from sale of common stock under ATM Program 8,138 5,165 —
Proceeds from sale of common stock under ESPP 280 235 —
1 unchanged sentence
Distributions to stockholders ( 62,779 ) ( 57,491 ) ( 55,302 )
−Removed: Term loan proceeds — — 400,000
−Removed: Term loan repayments — — ( 400,000 )
−Removed: Line of credit proceeds 30,000 112,000 31,000
−Removed: Line of credit repayments ( 30,000 ) ( 143,000 ) —
−Removed: Senior notes proceeds — 250,000 —
+Added: Proceeds from line of credit 10,000 30,000 112,000
+Added: Repayments of line of credit ( 10,000 ) ( 30,000 ) ( 143,000 )
+Added: Proceeds from senior notes — — 250,000
Payoffs of debt ( 88,168 ) ( 33,700 ) ( 47,052 )
Principal payments on mortgage debt — ( 32 ) ( 842 )
−Removed: Payment of loan fees and deposits ( 175 ) ( 2,387 ) ( 6,065 )
+Added: Payment of financing costs ( 5,278 ) ( 175 ) ( 2,387 )
Other financing activities — 20 ( 262 )
−Removed: Net cash (used in) provided by financing activities ( 87,902 ) 111,574 ( 204,171 )
+Added: Net cash provided by (used in) financing activities 95,117 ( 87,902 ) 111,574
Net decrease in cash, cash equivalents and restricted cash ( 8,542 ) ( 37,999 ) 92,908
12 unchanged sentences
Distributions payable to stockholders 17,512 14,594 13,837
−Removed: Accrued capital expenditures and tenant improvements 1,680 2,851 3,552
+Added: Accrued capital investments and leasing costs
+Added: 3,620 2,562 3,136
Capitalized costs placed in service 14,948 16,402 17,895
10 unchanged sentences
Capitalized acquisition costs ( 1,116 ) ( 150 ) ( 1,079 )
−Removed: Credits and other changes in cash outflow, net ( 365 ) 4,768 1,691
+Added: Credits, prorations, and other changes in cash outflow, net 2,061 ( 365 ) 4,768
Gross acquisition price of investment properties $ 282,070 $ 244,000 $ 319,070
10 unchanged sentences
Assumption of mortgage principal — — 28,630
−Removed: Credits and other changes in cash inflow, net 583 4,282 174
+Added: Credits, prorations, and other changes in cash inflow, net 3,490 583 4,282
Gross disposition price of investment properties $ 68,552 $ 13,142 $ 110,450
16 unchanged sentences
The following table summarizes the Company's retail portfolio as of December 31, 2024 and 2023:
−Removed: Wholly-Owned Retail Properties Unconsolidated Retail Properties at 100%
−Removed: 2023 2022 2023 2022
+Added: As of December 31
of properties 68 62
44 unchanged sentences
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.
−Removed: Other Fee Income
−Removed: The Company recognizes other fee income when it satisfies a performance obligation relating to services provided to its joint venture partnership.
−Removed: The Company generally does not receive prepayments for services or recognize revenue prior to being legally entitled to payment.
−Removed: As a result, the Company does not generally record contract assets or contract liabilities.
−Removed: Property management and asset management fees are recognized over time as services are rendered to the joint venture partnership.
−Removed: 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.
−Removed: 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.
−Removed: Leasing commissions and other fees are recognized at a point in time consistent with the underlying service rendered to the joint venture partnership.
−Removed: Generally, the first and second installments of leasing commissions are paid upon lease execution and rent commencement, respectively.
Sale of Real Estate
5 unchanged sentences
If an acquisition qualifies as an asset acquisition, the related transaction costs are capitalized and amortized over the useful life of the acquired assets.
−Removed: Generally, our acquisitions of real estate qualify as asset acquisitions.
+Added: Generally, the Company's 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).
33 unchanged sentences
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.
−Removed: 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.
−Removed: 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.
−Removed: The estimated fair value of the investment is generally derived from the cash flows generated from the underlying real property investments of the investee.
Real Estate Capitalization and Depreciation
15 unchanged sentences
The Company had restricted cash of $ 3,826 and $ 3,378 as of December 31, 2024 and 2023, respectively.
−Removed: 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.
+Added: Restricted cash often consists of lenders' escrows, operating real estate escrows for taxes, insurance, capital expenditures, payments required under certain lease agreements, funds restricted through the Company's wholly-owned captive insurance company, and funds held in escrow for future acquisitions.
Fair Value Measurements
22 unchanged sentences
Forfeitures of awards are recognized as they occur.
−Removed: Time-based awards are generally measured at grant date fair value and not subsequently remeasured.
+Added: Time-based awards are generally measured at grant date fair value and not subsequently re-measured.
Compensation expense related to these awards is recognized on a straight-line basis over the vesting period.
−Removed: 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.
+Added: Time-based awards granted to employees vest equally on each of the first three or four 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.
−Removed: 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.
+Added: Shares related to performance-based awards are issued 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.
2 unchanged sentences
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.
−Removed: 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.
+Added: Shares related to market-based awards are issued within 65 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.
30 unchanged sentences
and various state tax jurisdictions.
−Removed: Recently Issued Accounting Pronouncements
−Removed: Standard Description Date of
−Removed: adoption Effect on the financial statements or other significant matters
+Added: Recently Issued Accounting Pronouncements Adopted
+Added: Standard Description Date of adoption Effect on the financial statements
+Added: or other significant matters
Improvements to
Reportable Segment
−Removed: Disclosures (Topic 280) ASU No.
−Removed: 2023-07 is intended to improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis.
−Removed: December 2024
−Removed: (anticipated) The Company is continuing to evaluate this guidance, but expects the standard to impact our disclosures around our single reportable segment and is not anticipated to have an impact on the Company's financial position, results of operations, or cash flows.
−Removed: Other recently issued accounting standards or pronouncements not disclosed in the foregoing table have been excluded because they are either not relevant to the Company, or are not expected to have, or did not have, a material effect on the consolidated financial statements of the Company.
+Added: Disclosures (Topic 280) The Accounting Standards Update ("ASU") is intended
+Added: to improve financial reporting by requiring enhanced
+Added: disclosures about significant segment expenses that are
+Added: regularly provided to the chief operating decision maker
+Added: so investors can better understand an entity's overall
+Added: performance and assess future cash flows.
+Added: In addition, the amendments enhance interim disclosure
+Added: requirements, clarify circumstances in which an entity
+Added: can disclose multiple segment measures of profit or
+Added: loss, provide new segment disclosure requirements for
+Added: entities with a single reportable segment, and contain
+Added: other disclosure requirements.
+Added: January 2024 The Company has evaluated this guidance and determined that its impact is limited to incremental disclosure and will not have an impact on the Company's financial position, results of operations, or cash flows.
+Added: The incremental disclosures pertaining to the Company's single reportable segment have been included in "Note 12.
+Added: Segment Information" .
+Added: Recently Issued Accounting Pronouncements Not Yet Adopted
+Added: Standard Description Effective date Effect on the financial statements
+Added: or other significant matters
+Added: Disaggregation of Income Statement Expenses (Subtopic 220-40) and related updates The ASU is intended to improve financial reporting by requiring more granular disclosures about an entity’s expenses so investors can better understand performance, prospects for future cash flows and comparability over time.
+Added: The primary goal is to improve the decision-usefulness of expense information through disaggregation of relevant expense captions in the notes to the financial statements.
+Added: Annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.
+Added: The Company continues to evaluate
+Added: this guidance and expects the impact to be limited to incremental disclosure.
+Added: The Company does not expect the standard to have an impact on the Company's financial position, results of
+Added: operations, or cash flows.
+Added: Other recently issued accounting standards or pronouncements not disclosed in the foregoing tables have been excluded because they are either not relevant to the Company, or are not expected to have, or did not have, a material effect on the consolidated financial statements of the Company.
Revenue Recognition
6 unchanged sentences
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.
−Removed: The remaining lease terms range from less than one year to fifty-seven years .
+Added: The remaining lease terms range from less than one year to fifty-six years .
The following table reflects the disaggregation of lease income, net:
7 unchanged sentences
Short-term and other lease income 4,567 4,389 4,333
−Removed: Termination fee income 836 339 406
−Removed: Straight-line rent adjustment, net 3,464 2,645 3,272
−Removed: Reversal of (provision for) uncollectible straight-line rent ( 115 ) 1,170 ( 468 )
−Removed: Provision for uncollectible billed rent and recoveries ( 1,628 ) ( 1,065 ) ( 2,264 )
−Removed: Reversal of uncollectible billed rent and recoveries 595 1,332 5,003
+Added: Lease termination income 1,364 836 339
+Added: Straight-line rent adjustments, net 3,400 3,349 3,815
+Added: (Provision for) reversal of uncollectable billed rent and recoveries ( 430 ) ( 1,033 ) 267
Lease income, net $ 272,440 $ 257,146 $ 232,980
−Removed: Other Fee Income
−Removed: Other fee income was derived from services provided to the Company's unconsolidated real estate joint venture and deemed to be related party transactions.
−Removed: The property management, asset management, leasing and other services were provided over the term of the contract.
−Removed: The following table reflects the disaggregation of other fee income:
−Removed: Timing of Satisfaction of
−Removed: Performance Obligations Year Ended December 31,
−Removed: 2023 2022 2021
−Removed: Property management fees Over time $ 48 $ 1,301 $ 1,952
−Removed: Asset management fees Over time 32 882 1,128
−Removed: Leasing commissions and other fees Point in time — 383 462
−Removed: Other fee income $ 80 $ 2,566 $ 3,542
Acquired Properties
−Removed: The following table reflects the retail properties acquired, accounted for as asset acquisitions, during the year ended December 31, 2023:
−Removed: Date Property Metropolitan Area Square Feet Gross
−Removed: Acquisition Price Assumption of Mortgage Debt
−Removed: January 18, 2023 Bay Colony (a) Houston, TX 416 $ 79,100 $ 41,969
−Removed: January 18, 2023 Blackhawk Town Center (a) Houston, TX 127 26,300 13,008
−Removed: January 18, 2023 Cyfair Town Center (a) Houston, TX 433 79,200 30,880
−Removed: January 18, 2023 Stables Town Center (a) Houston, TX 148 37,000 6,611
−Removed: June 2, 2023 The Shoppes at Davis Lake Charlotte, NC 91 22,400 —
+Added: The following table reflects the retail properties acquired during the year ended December 31, 2024:
+Added: Date Property Market Square Feet Gross
+Added: Acquisition Price Intangible Assets Intangible Liabilities Assumption of Mortgage Debt
+Added: 2/1/24 The Plant (a) Phoenix, AZ 57 $ 29,500 $ 4,467 $ 540 $ 13,000
+Added: 4/9/24 Moores Mill Atlanta Metro Area, GA 70 28,000 6,710 1,451 —
+Added: 6/13/24 Maguire Groves (b) Orlando-Kissimmee, FL 33 16,100 1,652 406 —
+Added: 8/6/24 Scottsdale North Marketplace Phoenix, AZ 66 23,000 2,691 1,295 —
+Added: 10/9/24 Stonehenge Village Richmond, VA 214 62,100 10,630 3,725 —
+Added: 11/26/24 The Forum Cape Coral-Fort Myers, FL 186 41,370 12,359 2,736 —
+Added: 12/18/24 Market at Mill Creek Charleston-Berkeley-Dorchester, SC 80 27,300 6,109 1,432 —
+Added: 12/18/24 Nexton Square Charleston-Berkeley-Dorchester, SC 134 54,700 9,410 5,850 —
840 $ 282,070 $ 54,028 $ 17,435 $ 13,000
−Removed: (a) These retail properties were acquired from the Company's unconsolidated joint venture, IAGM, as disclosed in "Note 6.
−Removed: Investment in Unconsolidated Entities".
−Removed: The Company recognized a fair value adjustment of $ 692 related to the pooled mortgage debt on these properties.
−Removed: The following table reflects the retail properties acquired, accounted for as asset acquisitions, during the year ended December 31, 2022:
−Removed: Date Property Metropolitan Area Square Feet Gross
−Removed: Acquisition Price Assumption of Mortgage Debt
−Removed: February 2, 2022 Shops at Arbor Trails Austin, TX 357 $ 112,190 $ 31,500
−Removed: February 2, 2022 Escarpment Village Austin, TX 170 77,150 26,000
−Removed: April 21, 2022 The Highlands of Flower Mound (a) Dallas, TX 175 38,000 22,880
−Removed: May 4, 2022 Bay Landing Fort Myers, FL 63 10,425 —
−Removed: June 10, 2022 Kyle Marketplace - Outparcel (b) Austin, TX — 705 —
−Removed: October 28, 2022 Eastfield Village Charlotte, NC 96 22,500 —
−Removed: December 16, 2022 Stone Ridge Market (a) San Antonio, TX 219 58,100 —
+Added: (a) The Company recognized a fair value adjustment of $ 410 related to the mortgage payable secured by the property.
+Added: (b) Maguire Groves is immediately adjacent to Plantation Grove, a Publix anchored neighborhood center wholly-owned by the Company.
+Added: The Company operates these properties under the Plantation Grove name.
+Added: The following table reflects the retail properties acquired during the year ended December 31, 2023:
+Added: Date Property Market Square Feet Gross
+Added: Acquisition Price Intangible Assets Intangible Liabilities Assumption of Mortgage Debt
+Added: 1/18/23 Bay Colony (a) Houston-Sugar Land-Baytown, TX 416 $ 79,100 $ 16,586 $ 1,937 $ 41,969
+Added: 1/18/23 Blackhawk Town Center (a) Houston-Sugar Land-Baytown, TX 127 26,300 3,123 184 13,008
+Added: 1/18/23 Cyfair Town Center (a) Houston-Sugar Land-Baytown, TX 433 79,200 17,229 4,160 30,880
+Added: 1/18/23 Stables Town Center (a) Houston-Sugar Land-Baytown, TX 148 37,000 8,155 676 6,611
+Added: 6/2/23 The Shoppes at Davis Lake Charlotte-Gastonia-Concord, NC 91 22,400 3,551 123 —
1,215 $ 244,000 $ 48,644 $ 7,080 $ 92,468
−Removed: (a) These retail properties were acquired from the Company's unconsolidated joint venture.
+Added: (a) These retail properties were acquired from the Company's former unconsolidated joint venture.
Investment in Unconsolidated Entities".
The Company recognized a fair value adjustment of $ 692 related to the pooled mortgage debt on these properties.
−Removed: (b) The Company acquired a parcel of vacant land adjacent to this retail property.
−Removed: The assets, liabilities and operations of the outparcel acquired are combined for presentation purposes with the retail property already owned by the Company.
−Removed: Transaction costs of $ 150 and $ 1,079 were capitalized during the years ended December 31, 2023 and 2022, respectively.
+Added: Retail properties acquired during the years ended December 31, 2024 and 2023 were accounted for as asset acquisitions.
+Added: The Company capitalized acquisition costs of $ 1,116 and $ 150 for retail properties acquired during the years ended December 31, 2024 and 2023, respectively.
Disposed Properties
The following table reflects the real property disposed of during the year ended December 31, 2024:
−Removed: Date Property Metropolitan Area Square Feet Gross
−Removed: Disposition Price Gain on Sale
−Removed: June 20, 2023 Shops at Galleria (a) Austin, TX N/A $ 1,692 $ 984
−Removed: August 25, 2023 Trowbridge Crossing Atlanta, GA 63 11,450 1,707
+Added: Date Property Market Square Feet Gross
+Added: Disposition Price Gain (Loss)
+Added: 7/22/24 Eldridge Town Center & Windermere Village (a) Houston - Sugar Land - Baytown, TX N/A $ 602 $ 334
+Added: 10/31/24 Stevenson Ranch So.
+Added: California - Los Angeles, CA 187 57,800 ( 614 )
+Added: 12/13/24 Eldridge Town Center & Windermere Village (b) Houston - Sugar Land - Baytown, TX 31 10,150 4,137
218 $ 68,552 $ 3,857
(a) This disposition was related to the completion of a partial condemnation at one retail property.
+Added: (b) This disposition included the sale of an outparcel at Eldridge Town Center and the entirety of Windermere Village.
+Added: Subsequent to the transaction, the Company continues to operate the remaining property under the Eldridge Town Center name.
The following table reflects the real property disposed of during the year ended December 31, 2023:
−Removed: Date Property Metropolitan Area Square Feet Gross
−Removed: Disposition Price Gain (Loss)
−Removed: June 30, 2022 Centerplace of Greeley Denver, CO 152 $ 37,550 $ 25,147
−Removed: June 30, 2022 Cheyenne Meadows Denver, CO 90 17,900 11,709
−Removed: December 15, 2022 The Shops at Walnut Creek (a) Denver, CO 225 55,000 1,393
+Added: Date Property Market Square Feet Gross
+Added: Disposition Price Gain on Sale
+Added: 06/20/23 Shops at Galleria (a) Austin - Round Rock, TX N/A $ 1,692 $ 984
+Added: 8/25/23 Trowbridge Crossing Atlanta Metro Area, GA 63 11,450 1,707
63 $ 13,142 $ 2,691
−Removed: (a) The property's buyer assumed a $ 28,600 mortgage payable secured by the property.
−Removed: We recognized a loss on debt extinguishment of $ 80 related to the buyer's assumption.
+Added: (a) This disposition was related to the completion of a partial condemnation at one retail property.
Investment in Unconsolidated Entities
Joint Venture Interest in IAGM
−Removed: As of December 31, 2022, the Company owned a 55 % interest in one unconsolidated entity, IAGM Retail Fund I, LLC ("IAGM"), a joint venture partnership between the Company and PGGM Private Real Estate Fund ("PGGM").
−Removed: 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.
+Added: On April 17, 2013, the Company and PGGM Private Real Estate Fund formed IAGM Retail Fund I, LLC ("IAGM"), a joint venture partnership in which the Company owned a 55 % interest, 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, for an aggregate purchase price of $ 222.3 million, by acquiring 100 % of the membership interests in each of IAGM's wholly owned subsidiaries .
1 unchanged sentence
IAGM recognized a gain on sale of $ 45.2 million, of which the Company's share was approximately $ 24.9 million.
+Added: The Company's aggregate deferred gains related to its previously owned equity interest in real estate acquisitions from IAGM of $ 39.9 million are reflected in the basis of the respective acquired assets.
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 .
1 unchanged sentence
On December 15, 2023, IAGM was fully liquidated.
−Removed: The Company's aggregate deferred gains related to its previously owned equity interest in real estate acquisitions from IAGM of $ 39.9 million are reflected in the basis of the respective acquired assets.
−Removed: Previously, deferred gains were reflected as a reduction of the Company's investment in IAGM and amortized to equity in earnings of unconsolidated entities.
On January 18, 2023, the Company acquired IAGM's two interest rate swap agreements which achieved fixed interest rates on an aggregate notional amount of $ 75.0 million of the assumed pooled mortgage priced in a Secured Overnight Financing Rate ("SOFR"), each of which repriced monthly ("1-Month Term SOFR").
IAGM recognized a gain on sale of $ 2.6 million representing the fair value of the derivatives, of which the Company's share was approximately $ 1.4 million.
−Removed: The Company deferred its share of IAGM's gain on sale of derivatives, initially reflecting it within accumulated comprehensive income and amortizing it to interest expense, net, through the instruments' maturity date.
−Removed: The following table reflects the real property disposed by IAGM since January 1, 2022:
−Removed: Date Property Square Feet Gross
−Removed: Disposition Price IAGM's
−Removed: Gain (Loss) on Sale The Company's Gain Deferral
−Removed: March 3, 2022 Price Plaza (a) 206 $ 39,100 $ 3,751 $ —
−Removed: April 21, 2022 The Highlands of Flower Mound (b)
−Removed: 175 38,000 1,244 684
−Removed: December 16, 2022 Stone Ridge Market (b)
−Removed: 219 58,100 12,287 6,758
−Removed: December 22, 2022 Stables Town Center (c) 43 7,800 ( 244 ) —
−Removed: January 18, 2023 Bay Colony (b)
−Removed: 416 79,100 22,327 12,280
−Removed: January 18, 2023 Blackhawk Town Center (b)
−Removed: 127 26,300 12,632 6,948
−Removed: January 18, 2023 Cyfair Town Center (b)
−Removed: 433 79,200 4,713 2,592
−Removed: January 18, 2023 Stables Town Center (b)
−Removed: 148 37,000 5,536 3,045
−Removed: (a) The buyer assumed a $ 17,800 mortgage payable secured by the property.
−Removed: (b) The Company purchased these properties at a purchase price determined by a third party real estate valuation specialist.
−Removed: (c) IAGM disposed of 43 square feet out of a total 191 square feet through a partial sale of the property.
−Removed: Condensed Financial Information
−Removed: The following table presents condensed balance sheet information for IAGM as of December 31, 2022:
−Removed: December 31, 2022
−Removed: Net investment properties $ 161,312
−Removed: Other assets 65,565
−Removed: Total assets $ 226,877
−Removed: Liabilities and equity:
−Removed: Mortgage debt, net $ 92,186
−Removed: Other liabilities 7,392
−Removed: Equity 127,299
−Removed: Total liabilities and equity $ 226,877
−Removed: Company's share of equity $ 70,869
−Removed: Outside basis difference, net (a) ( 14,738 )
−Removed: Carrying value of investments in unconsolidated entities $ 56,131
−Removed: (a) The outside basis difference relates to the unamortized deferred gains on historical property sales from IAGM to the Company.
−Removed: The following table presents condensed income statement information of IAGM:
−Removed: Year ended December 31,
−Removed: IAGM 2023 2022 2021
−Removed: Total income $ 952 $ 27,764 $ 42,145
−Removed: Depreciation and amortization ( 622 ) ( 10,508 ) ( 14,437 )
−Removed: Property operating ( 232 ) ( 5,149 ) ( 7,265 )
−Removed: Real estate taxes ( 127 ) ( 4,086 ) ( 7,507 )
−Removed: Asset management fees ( 32 ) ( 882 ) ( 1,128 )
−Removed: Interest expense, net ( 143 ) ( 4,002 ) ( 5,637 )
−Removed: Other income and expense, net 447 ( 245 ) ( 422 )
−Removed: Gain (loss) on debt extinguishment 444 ( 219 ) ( 229 )
−Removed: Gain on sale of real estate, net 45,208 17,038 18,294
−Removed: Gain on sale of derivatives 2,556 — —
−Removed: Net income $ 48,451 $ 19,711 $ 23,814
−Removed: Company's share of net income $ 26,648 $ 10,832 $ 13,089
−Removed: Outside basis adjustment for investee's sale of real estate, net ( 27,175 ) ( 7,169 ) ( 6,691 )
−Removed: Outside basis adjustment for investee's NCI redemption ( 30 ) — —
−Removed: Equity in (losses) earnings of unconsolidated entities $ ( 557 ) $ 3,663 $ 6,398
+Added: The Company deferred its share of IAGM's gain on sale of derivatives, initially reflecting it within accumulated comprehensive income and amortized it to interest expense, net, through the instruments' maturity date of November 2, 2023.
Intangible Assets, Liabilities, and Deferred Leasing Costs
−Removed: The following table summarizes the Company's intangible assets, liabilities, and deferred leasing costs as of December 31, 2023 and 2022:
+Added: The following table summarizes the Company's intangible assets, intangible liabilities, and deferred leasing costs:
As of December 31
16 unchanged sentences
Deferred leasing costs, net $ 16,139 $ 14,995
−Removed: The following table summarizes the amortization related to intangible assets, liabilities, and deferred leasing costs for the years ended December 31, 2023, 2022 and 2021:
+Added: The following table summarizes the amortization related to intangible assets, intangible liabilities, and deferred leasing costs:
Year ended December 31
8 unchanged sentences
Amortization of deferred leasing costs $ 3,213 $ 2,691 $ 2,533
−Removed: The following table summarizes the amortization during the next five years and thereafter related to intangible assets, liabilities, and deferred leasing costs as of December 31, 2023:
+Added: The following table summarizes the amortization during the next five years and thereafter related to intangible assets, intangible liabilities, and deferred leasing costs as of December 31, 2024:
Year ending December 31, In-place leases Above market leases Below market leases Deferred leasing costs
13 unchanged sentences
On October 17, 2023, the Company extended the maturity of its $ 92.5 million cross-collateralized mortgage debt maturing in 2023 by exercising one of its two 12-month extension options.
−Removed: The maturity date of the mortgage debt is now November 2, 2024.
−Removed: On December 22, 2023, the Company partially paid down the mortgage debt by $ 20.0 million, resulting in the release of Blackhawk Town Center from collateralization and an outstanding balance of $ 72.5 million as of December 31, 2023.
+Added: On December 22, 2023, the Company partially paid down the mortgage debt by $ 20.0 million, resulting in the release of Blackhawk Town Center from collateralization.
+Added: On June 5, 2024, the Company extinguished the $ 7.3 million and $ 8.4 million pooled mortgages payable secured by Plantation Grove and Suncrest Village, respectively, with its available liquidity.
+Added: On September 27, 2024, the Company extinguished the remaining $ 72.5 million pooled mortgage payable secured by Cyfair Town Center, Bay Colony, and Stables Town Center with its available liquidity.
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.
+Added: On October 23, 2024, the Company entered into a third amendment to the Amended Revolving Credit Agreement, which provides for, among other things, an increase in the revolving commitments thereunder from $ 350.0 million to $ 500.0 million and an extension of the maturity date to January 15, 2029, with one 6-month extension option.
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.
12 unchanged sentences
Fixed rate mortgages payable Various Fixed 3.97 % (a) $ 93,380 4.01 % (a) $ 96,080
−Removed: Variable rate mortgages payable 11/2/2024 Variable 1M SOFR + 1.65 % (b)
+Added: Variable rate mortgages payable (b) N/A Variable N/A — 1M SOFR+
Total 93,380 168,548
−Removed: $ 200.0 million 5 years
−Removed: 9/22/2026 Fixed 2.81 % (c) 100,000 2.71 % (c) 100,000
−Removed: $ 200.0 million 5 years
−Removed: 9/22/2026 Fixed 2.81 % (c) 100,000 2.72 % (c) 100,000
−Removed: $ 200.0 million 5.5 years
−Removed: 3/22/2027 Fixed 2.77 % (c) 50,000 2.77 % (c) 50,000
−Removed: $ 200.0 million 5.5 years
−Removed: 3/22/2027 Fixed 2.76 % (c) 50,000 2.76 % (c) 50,000
−Removed: $ 200.0 million 5.5 years
−Removed: 3/22/2027 Fixed 4.99 % (d) 100,000 1M SOFR + 1.30 % (b)
+Added: $ 200.0 million 5 year
+Added: 9/22/26 Fixed 2.81 % (d) 100,000 2.81 % (d) 100,000
+Added: $ 200.0 million 5 year
+Added: 9/22/26 Fixed 2.81 % (d) 100,000 2.81 % (d) 100,000
+Added: $ 200.0 million 5.5 year
+Added: 3/22/27 Fixed 2.78 % (d) 50,000 2.77 % (d) 50,000
+Added: $ 200.0 million 5.5 year
+Added: 3/22/27 Fixed 2.84 % (d) 50,000 2.76 % (d) 50,000
+Added: $ 200.0 million 5.5 year
+Added: 3/22/27 Fixed 4.99 % (d) 100,000 4.99 % (d) 100,000
Total 400,000 400,000
5 unchanged sentences
Revolving Line of Credit
−Removed: $ 350.0 million total capacity
+Added: $ 500.0 million total capacity (e)
1/15/29 Variable 1M SOFR +
−Removed: 1.14 % (b)(e)
−Removed: 1.14 % (b)(e)
+Added: 1.15 % (c)(f)
+Added: 1.14 % (c)(f)
Total debt 4.03 % 743,380 4.29 % 818,548
−Removed: Debt discounts and issuance costs, net ( 3,980 ) ( 5,261 )
+Added: Debt discounts and financing costs, net ( 2,965 ) ( 3,980 )
Debt, net $ 740,415 $ 814,568
(a) Interest rates reflect the weighted average of the Company's mortgages payable.
−Removed: (b) As of December 31, 2023 and 2022, 1-Month Term SOFR was 5.35% and 4.36%, respectively.
−Removed: (c) Interest rates reflect the fixed rates achieved through the Company's interest rate swaps.
−Removed: (d) As of April 3, 2023, the variable portion was swapped to 3.69 %, achieving a fixed rate of 4.99 % through the maturity date.
−Removed: (e) Interest rate applies to drawn balance only.
+Added: (b) These mortgages payable were cross-collateralized by three properties and were extinguished on September 27, 2024.
+Added: (c) As of December 31, 2024 and 2023, 1-Month Term SOFR was 4.33 % and 5.35 %, respectively.
+Added: (d) Interest rates reflect the fixed rates achieved through the Company's interest rate swaps.
+Added: (e) Prior to the third amendment, the total capacity on the Revolving Line of Credit was $ 350.0 million.
+Added: (f) Interest rate applies to drawn balance only.
Additional annual facility fee of 0.15 % applies to entire line of credit capacity.
1 unchanged sentence
Scheduled maturities by year:
−Removed: As of December 31, 2023
+Added: Principal Balance
2025 $ 35,880
−Removed: Thereafter 31,500
Total $ 93,380
Interest Rate Swaps
−Removed: As of December 31, 2023, the Company is party to five effective interest rate swap agreements and two 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.
−Removed: 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.
−Removed: On January 18, 2023, the Company acquired IAGM's two interest rate swap agreements, which achieve fixed interest rates on an aggregate notional amount of $ 75.0 million of the assumed pooled mortgage, each priced in 1-Month Term SOFR.
−Removed: The two acquired interest rate swap agreements expired at the maturity date of November 2, 2023.
−Removed: On March 16, 2023, the Company entered into one interest rate swap agreement with a notional amount of $ 100.0 million at 3.69 %, achieving a fixed interest rate of 4.99 %.
−Removed: As of the effective date of April 3, 2023, the entirety of the Company's variable rate term loans were swapped to fixed rates through the maturity dates of the Amended Term Loan Agreement.
−Removed: The following table summarizes the Company's five effective and two forward interest rate swaps as of December 31, 2023:
−Removed: Interest Rate Swaps Notional
−Removed: Amount Company Receives
−Removed: Variable Rate of Company Pays
−Removed: Fixed Rate of Fixed Rate Achieved Effective Date Maturity Date
−Removed: 5.5 Year Term Loan
−Removed: 50,000 1-Month SOFR
−Removed: 1.47 % 2.77 % Dec 2, 2019 Jun 21, 2024
−Removed: 5.5 Year Term Loan
−Removed: 50,000 1-Month SOFR
−Removed: 1.46 % 2.76 % Dec 2, 2019 Jun 21, 2024
−Removed: 5.5 Year Term Loan
−Removed: 100,000 1-Month SOFR
−Removed: 3.69 % 4.99 % Apr 3, 2023 Mar 22, 2027
+Added: As of December 31, 2024, the Company is party to five effective interest rate swap agreements which achieve fixed interest rates through the maturity dates of the Amended Term Loan Agreement.
+Added: The following table summarizes the Company's five effective interest rate swaps as of December 31, 2024:
+Added: Interest Rate Swaps Effective
+Added: Date Termination Date InvenTrust Receives InvenTrust Pays Fixed Rate of Fixed Rate Achieved Notional
5.5 Year Term Loan
4/3/23 3/22/27 1-Month SOFR
−Removed: 1.51 % 2.81 % Dec 21, 2023 Sep 22, 2026
+Added: 3.69 % 4.99 % $ 100,000
5 Year Term Loan
12/21/23 9/22/26 1-Month SOFR
−Removed: 1.51 % 2.81 % Dec 21, 2023 Sep 22, 2026
+Added: 1.51 % 2.81 % 100,000
5 Year Term Loan
12/21/23 9/22/26 1-Month SOFR
−Removed: 1.48 % 2.78 % Jun 21, 2024 Mar 22, 2027
+Added: 1.51 % 2.81 % 100,000
5.5 Year Term Loan
6/21/24 3/22/27 1-Month SOFR
−Removed: 1.54 % 2.84 % Jun 21, 2024 Mar 22, 2027
−Removed: The following table summarizes the Company's four effective and four forward interest rate swaps as of December 31, 2022:
−Removed: Interest Rate Swaps Notional
−Removed: Amount Company Receives
−Removed: Variable Rate of Company Pays
−Removed: Fixed Rate of Fixed Rate Achieved Effective Date Maturity Date
+Added: 1.54 % 2.84 % 50,000
5.5 Year Term Loan
6/21/24 3/22/27 1-Month SOFR
−Removed: 1.41 % 2.71 % Dec 2, 2019 Dec 21, 2023
+Added: 1.48 % 2.78 % 50,000
+Added: The following table summarizes the Company's five effective and two forward interest rate swaps as of December 31, 2023:
+Added: Interest Rate Swaps Effective
+Added: Date Termination Date InvenTrust Receives InvenTrust Pays Fixed Rate of Fixed Rate Achieved Notional
5.5 Year Term Loan
12/2/19 6/21/24 1-Month SOFR
−Removed: 1.42 % 2.72 % Dec 2, 2019 Dec 21, 2023
+Added: 1.47 % 2.77 % $ 50,000
5.5 Year Term Loan
12/2/19 6/21/24 1-Month SOFR
−Removed: 1.47 % 2.77 % Dec 2, 2019 Jun 21, 2024
+Added: 1.46 % 2.76 % 50,000
5.5 Year Term Loan
4/3/23 3/22/27 1-Month SOFR
−Removed: 1.46 % 2.76 % Dec 2, 2019 Jun 21, 2024
+Added: 3.69 % 4.99 % 100,000
5 Year Term Loan
12/21/23 9/22/26 1-Month SOFR
−Removed: 1.51 % 2.81 % Dec 21, 2023 Sep 22, 2026
+Added: 1.51 % 2.81 % 100,000
5 Year Term Loan
12/21/23 9/22/26 1-Month SOFR
−Removed: 1.51 % 2.81 % Dec 21, 2023 Sep 22, 2026
+Added: 1.51 % 2.81 % 100,000
5.5 Year Term Loan
6/21/24 3/22/27 1-Month SOFR
−Removed: 1.48 % 2.78 % Jun 21, 2024 Mar 22, 2027
+Added: 1.48 % 2.78 % $ 50,000
5.5 Year Term Loan
6/21/24 3/22/27 1-Month SOFR
−Removed: 1.54 % 2.84 % Jun 21, 2024 Mar 22, 2027
−Removed: The following table summarizes the effects of derivative financial instruments on the consolidated financial statements:
+Added: 1.54 % 2.84 % 50,000
+Added: The following table summarizes the effects of derivative financial instruments on the consolidated financial statements for the years ended December 31, 2024, 2023 and 2022:
Location and amount of gain recognized in accumulated
8 unchanged sentences
Fair Value Measurements as of
+Added: December 31, 2024 December 31, 2023
Cash Flow Hedges:
−Removed: December 31, 2023 (c) December 31, 2022 (d)
−Removed: Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
+Added: Level 1 Level 2 (c) Level 3 Level 1 Level 2 (c) Level 3
Derivative interest rate swaps — $ 14,426 — — $ 18,074 —
2 unchanged sentences
As a result, the Company's derivative valuations in their entirety are classified as Level 2 of the fair value hierarchy.
−Removed: (c) The Company's derivative assets or liabilities are recognized as a part of deferred costs and other assets, net or other liabilities, respectively.
−Removed: (d) The Company's derivative assets or liabilities are recognized as a part of deferred costs and other assets, net or other liabilities, respectively.
−Removed: IAGM's derivative assets or liabilities were recognized as a part of investment in unconsolidated entities.
+Added: (c) Derivative assets or liabilities are recognized as a part of deferred costs and other assets, net or other liabilities, respectively.
At December 31, 2024 and 2023, the Company had no Level 1 recurring fair value measurements.
4 unchanged sentences
Investment Properties
+Added: During the year ended December 31, 2024, the Company recorded an impairment of real estate assets of $ 3,854 on one retail property after receiving and accepting a letter of intent to purchase the property for less than its carrying value.
+Added: The estimated fair value of the property was based on this negotiated letter of intent.
+Added: The property was sold on October 31, 2024 for $ 57,800 , resulting in a loss on sale of $ 614 , which was primarily closing costs.
During the years ended December 31, 2023 and 2022, the Company had no Level 3 nonrecurring fair value measurements.
15 unchanged sentences
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.
−Removed: Diluted EPS reflects the potential dilution that may occur from awards issued pursuant to the stock-based compensation plans.
+Added: Diluted EPS reflects the potential dilution that may occur from awards issued pursuant to stock-based compensation plans.
The following table reconciles the amounts used in calculating basic and diluted EPS:
1 unchanged sentence
2024 2023 2022
−Removed: Net income (loss) attributed to common shares $ 5,269 $ 52,233 $ ( 5,360 )
−Removed: Earnings allocated to unvested restricted shares — — —
−Removed: Net income (loss) attributed to common shares - basic and diluted $ 5,269 $ 52,233 $ ( 5,360 )
+Added: Net income attributed to common shares - basic and diluted $ 13,658 $ 5,269 $ 52,233
Weighted average common shares outstanding - basic 70,394,448 67,531,898 67,406,233
−Removed: Dilutive effect of unvested restricted shares (a) 281,282 119,702 —
+Added: Dilutive effect of unvested restricted shares 616,120 281,282 119,702
Weighted average common shares outstanding - diluted 71,010,568 67,813,180 67,525,935
Basic and diluted earnings per common share:
−Removed: Net income (loss) per common share - basic $ 0.08 $ 0.77 $ ( 0.08 )
−Removed: Net income (loss) per common share - diluted $ 0.08 $ 0.77 $ ( 0.08 )
−Removed: (a) For the year ended December 31, 2021, unvested restricted shares were anti-dilutive.
+Added: Net income per common share - basic $ 0.19 $ 0.08 $ 0.77
+Added: Net income per common share - diluted $ 0.19 $ 0.08 $ 0.77
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.
−Removed: During the quarter ended December 31, 2023, the Company raised $ 5.4 million of net proceeds under the ATM Program, after $ 0.1 million in commissions, through the issuance of 208,040 shares of common stock at a weighted average price of $ 26.13 per share.
As of December 31, 2024, $ 236.7 million of common stock remains available for issuance under the ATM Program.
+Added: The following table summarizes the Company's activity under the ATM Program:
+Added: Shares Issued Weighted
+Added: Average Price Gross Proceeds Commissions Net Proceeds
+Added: Quarter ended December 31, 2023
+Added: 208,040 $ 26.13 $ 5,437 $ 68 $ 5,369
+Added: Quarter ended December 31, 2024
+Added: 254,082 $ 30.96 $ 7,866 $ 99 $ 7,767
Share Repurchase Programs
2 unchanged sentences
As of December 31, 2024, the Company has not repurchased any common stock under the SRP.
−Removed: 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.
+Added: Common Stock Offering
+Added: On September 25, 2024, the Company completed an underwritten public offering of its common stock at a price to the public of $ 28.00 per share.
+Added: The Company issued and sold 9,200,000 shares of its common stock, including 1,200,000 shares issued in connection with the full exercise of the underwriters' over-allotment option.
+Added: The Company received $ 247.3 million of net proceeds, after deducting $ 10.3 million in underwriting discounts and commissions.
Stock-Based Compensation
Incentive Award Plan
−Removed: The Company is authorized to issue or transfer up to 3,000,000 shares (the "Share Limit") of the Company's common stock pursuant to awards granted under the Incentive Award Plan.
−Removed: As of December 31, 2023, 536,429 shares were available for future issuance under the Incentive Award Plan.
−Removed: Outstanding restricted stock unit ("RSU") awards are categorized as either time-based awards, performance-based awards, or market-based awards.
+Added: The Company's Board adopted the InvenTrust Properties Corp.
+Added: 2015 Incentive Award Plan effective as of June 19, 2015 (the "Incentive Award Plan").
+Added: On May 6, 2016, the Board adopted the first amendment to the Incentive Award Plan and on March 20, 2024, the Board adopted the second amendment to the Incentive Award Plan (collectively, the "Amendments").
+Added: The Company's stockholders approved the Incentive Award Plan, as amended by the Amendments, on May 7, 2024, which, among other things, increased the aggregate number of shares of common stock that may be issued pursuant to awards granted under the Incentive Award Plan (the "Share Limit") by 2,750,000 shares to 5,750,000 shares.
+Added: Any forfeited awards or unearned performance shares subject to an award are added back to the Share Limit.
+Added: As of December 31, 2024, outstanding restricted stock unit ("RSU") awards are categorized as either time-based awards or market-based awards.
All awards are granted at fair value, earn dividends throughout the vesting period, and have no voting rights.
+Added: As of December 31, 2024, 2,854,824 shares were available for future issuance under the Incentive Award Plan.
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.
1 unchanged sentence
At Grant Date
+Added: 2024 2023 2022
Volatility 31.00 % 34.00 % 33.89 %
1 unchanged sentence
Dividend Yield 3.40 % 3.20 % 3.24 %
−Removed: The following table summarizes the Company's RSU activity during the years ended December 31, 2023, 2022, and 2021:
+Added: The following table summarizes the Company's RSU activity under the Incentive Award Plan:
Unvested Time-
5 unchanged sentences
Shares vested ( 135,491 ) ( 76,520 ) $ 29.36
+Added: Unearned performance shares — ( 61,102 ) $ 31.40
Shares forfeited ( 7,179 ) ( 18,033 ) $ 23.42
2 unchanged sentences
Shares vested ( 126,885 ) ( 60,042 ) $ 29.50
−Removed: Unearned performance shares added back to Share Limit — ( 61,102 ) $ 31.40
+Added: Unearned performance shares — ( 69,803 ) $ 31.40
Shares forfeited ( 1,343 ) ( 3,263 ) $ 19.51
2 unchanged sentences
Shares vested ( 155,511 ) ( 113,954 ) $ 26.33
−Removed: Unearned performance shares added back to Share Limit — ( 69,803 ) $ 31.40
+Added: Unearned performance shares — ( 82,665 ) $ 28.90
Shares forfeited ( 2,190 ) ( 17,360 ) $ 17.41
2 unchanged sentences
Employees may purchase up to an aggregate of 3,300,000 shares of the Company's common stock under the ESPP, of which 3,274,365 shares remain available as of December 31, 2024.
−Removed: The following table summarizes the Company's common stock activity under the ESPP:
−Removed: December 31, 2023
+Added: The following table summarizes the Company's activity under the ESPP:
+Added: Year ended December 31
Shares purchased 13,907 11,728
−Removed: Issuance price $ 20.07
+Added: Discounted issuance price $ 20.14 $ 20.07
Issuance proceeds $ 280 $ 235
8 unchanged sentences
(b) As of December 31, 2024, there was $ 76 of total estimated unrecognized compensation expense related to the ESPP which will be recognized through June 2026 .
+Added: Segment Information
+Added: Single Reportable Segment
+Added: The Company's Chief Executive Officer (the "CEO") evaluates the performance of the Company's portfolio of retail properties and determines how resources are allocated.
+Added: Accordingly, the CEO has been deemed the chief operating decision maker (the "CODM").
+Added: The Company generates substantially all of its earnings from multi-tenant essential retail properties located in the Sun Belt, and the CODM regularly evaluates the performance of the Company and its retail portfolio on a consolidated basis.
+Added: The CODM does not distinguish the Company's principal business, or group its operations by geography or size for the purposes of measuring performance.
+Added: As the CODM reviews, analyzes, makes decisions, and allocates resources on a consolidated basis, the Company has determined it has a single operating and reportable segment, its portfolio of multi-tenant retail properties.
+Added: Segment Performance
+Added: The CODM believes net income or loss determined in accordance with GAAP is the most appropriate earnings measurement to assess the Company's overall performance.
+Added: Additionally, the CODM evaluates the consolidated performance of the Company's portfolio of retail properties based on Net Operating Income ("NOI"), a supplemental non-GAAP measure.
+Added: NOI excludes general and administrative expenses, depreciation and amortization, other income and expense, net, gains (losses) from sales of properties, gains (losses) on extinguishment of debt, impairment of real estate assets, interest expense, net, equity in (losses) earnings of unconsolidated entities, lease termination income and expense, and GAAP rent adjustments such as amortization of market lease intangibles, amortization of lease incentives, and straight-line rent adjustments ("GAAP Rent Adjustments").
+Added: The CODM believes the supplemental non-GAAP measure of NOI is an important measure in assessing operating performance and provides added comparability across periods when evaluating the Company's financial condition and operating performance that is not readily apparent from "Net income" in accordance with GAAP.
+Added: Operating retail properties generally require capital investments, including value-enhancing development and redevelopment projects and leasing commissions.
+Added: During the years ended December 31, 2024 and 2023, the Company spent $ 36,116 and $ 35,744 on capital investments and leasing costs, respectively.
+Added: As of December 31, 2024 and 2023, total accrued capital investments and leasing costs were $ 3,620 and $ 2,562 , respectively.
+Added: The measure of segment assets regularly reviewed by the CODM is reported on the consolidated balance sheets as Total assets.
+Added: No single tenant comprises 10% or more of the Company's Lease income, net for any years presented.
+Added: Net Operating Income
+Added: The following table reconciles net income, the most directly comparable GAAP measure, to NOI:
+Added: Year Ended December 31
+Added: 2024 2023 2022
+Added: Net income $ 13,658 $ 5,269 $ 52,233
+Added: Adjustments to reconcile to NOI:
+Added: Other income and expense, net ( 3,755 ) ( 5,480 ) ( 2,030 )
+Added: Equity in losses (earnings) of unconsolidated entities — 557 ( 3,663 )
+Added: Interest expense, net 37,100 38,138 26,777
+Added: Loss on extinguishment of debt — 15 181
+Added: Gain on sale of investment properties, net ( 3,857 ) ( 2,691 ) ( 38,249 )
+Added: Impairment of real estate assets 3,854 — —
+Added: Depreciation and amortization 113,948 113,430 94,952
+Added: General and administrative 33,172 31,797 33,342
+Added: Other fee income — ( 80 ) ( 2,566 )
+Added: Adjustments to NOI (a) ( 7,548 ) ( 7,528 ) ( 9,743 )
+Added: NOI $ 186,572 $ 173,427 $ 151,234
+Added: (a) Adjustments to NOI include lease termination income and expense and GAAP Rent Adjustments.
+Added: Significant Expenses
+Added: The following table reflects the disaggregation of property operating expenses:
+Added: Year ended December 31
+Added: 2024 2023 2022
+Added: Repairs and maintenance $ 13,366 $ 14,270 $ 15,120
+Added: Payroll, benefits, and office 10,510 10,690 8,336
+Added: Utilities and waste removal 9,462 8,747 7,760
+Added: Property insurance 6,668 5,552 4,168
+Added: Security, legal, and other expenses 3,387 3,573 4,855
+Added: Lease termination expense 20 — —
+Added: Property operating expenses $ 43,413 $ 42,832 $ 40,239
Commitments and Contingencies
8 unchanged sentences
The Captive is capitalized in accordance with the applicable regulatory requirements.
−Removed: As of December 31, 2023, the Captive had no outstanding or unpaid claims.
+Added: During the year ended December 31, 2023, the Captive incurred no claims.
+Added: During the year ended December 31, 2024, the Captive incurred estimated claims of $ 881 , of which $ 61 has been paid.
Operating Lease Commitments
The Company is the lessee under various operating leases for corporate office space for which the Company recognizes right-of-use ("ROU") assets and related lease liabilities.
−Removed: The following table summarizes the Company's operating lease arrangements as of December 31, 2023 and 2022:
+Added: The following table summarizes the Company's operating lease arrangements:
Balance Sheet Caption December 31, 2024 December 31, 2023
4 unchanged sentences
Weighted-average discount rate 4.49 % 4.47 %
−Removed: The following table summarizes the Company's operating lease arrangements for the years ended December 31, 2023 and 2022:
+Added: The following table summarizes the Company's operating lease arrangements:
Statement of Operations and
14 unchanged sentences
In preparing its consolidated financial statements, the Company evaluated events and transactions occurring after December 31, 2024 through the date the financial statements were issued for recognition and disclosure purposes.
−Removed: On February 1, 2024, the Company acquired The Plant, a 57,000 square foot neighborhood center, anchored by Sprouts Farmers Market, in Chandler, Arizona for a gross acquisition price of $ 29.5 million.
−Removed: The Company used cash on hand and assumed $ 13.0 million of existing mortgage debt to fund the acquisition.
INVENTRUST PROPERTIES CORP.
32 unchanged sentences
Frisco, TX — 15,732 49,311 — 801 15,732 50,112 65,844 9,441 2019
−Removed: Eldridge Town Center & Windermere Village
+Added: Eldridge Town Center
Houston, TX — 3,200 16,687 1,761 5,867 4,961 22,554 27,515 10,606 2005
17 unchanged sentences
Winter Park, FL $ — $ 16,594 $ 41,085 $ — $ ( 112 ) $ 16,594 $ 40,973 $ 57,567 $ 8,489 2019
+Added: Market at Mill Creek
+Added: Mount Pleasant, SC — 2,435 20,324 — 12 2,435 20,336 22,771 — 2024
Market at Westlake
Westlake Hills, TX — 1,200 6,274 ( 64 ) ( 42 ) 1,136 6,232 7,368 3,605 2007
+Added: Atlanta, GA — 5,180 17,653 — 10 5,180 17,663 22,843 495 2024
+Added: Nexton Square
+Added: Summerville, SC — 9,531 41,546 — 21 9,531 41,567 51,098 — 2024
Northcross Commons
3 unchanged sentences
Pavilion at La Quinta
−Removed: LaQuinta, CA — 15,200 20,947 — 2,053 15,200 23,000 38,200 11,884 2009
+Added: La Quinta, CA — 15,200 20,947 — 1,217 15,200 22,164 37,364 11,123 2009
Peachland Promenade
2 unchanged sentences
Palm Beach Gardens, FL — 10,414 75,730 — 1,293 10,414 77,023 87,437 17,072 2018
−Removed: Plantation Grove
+Added: Plantation Grove & Maguire Grove
Ocoee, FL — 5,791 19,037 — 1,058 5,791 20,095 25,886 3,126 2014 & 2024
15 unchanged sentences
Marietta, GA — 12,364 27,270 652 4,600 13,016 31,870 44,886 6,151 2018
−Removed: Sarasota Pavilion
−Removed: Sarasota, FL — 12,000 25,823 — 6,684 12,000 32,507 44,507 13,823 2010
−Removed: Scofield Crossing
−Removed: Austin, TX — 8,100 4,992 ( 576 ) 2,937 7,524 7,929 15,453 3,229 2007
−Removed: Shops at Arbor Trails
−Removed: Austin, TX 31,500 28,233 76,769 — 144 28,233 76,913 105,146 6,027 2022
INVENTRUST PROPERTIES CORP.
4 unchanged sentences
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
+Added: Sarasota Pavilion
+Added: Sarasota, FL $ — $ 12,000 $ 25,823 $ — $ 12,532 $ 12,000 $ 38,355 $ 50,355 $ 15,101 2010
+Added: Scofield Crossing
+Added: Austin, TX — 8,100 4,992 ( 576 ) 2,923 7,524 7,915 15,439 3,453 2007
+Added: Scottsdale North Marketplace
+Added: Scottsdale, AZ — 6,505 14,683 — 124 6,505 14,807 21,312 310 2024
+Added: Shops at Arbor Trails
+Added: Austin, TX 31,500 28,233 76,769 — 169 28,233 76,938 105,171 9,112 2022
Shops at Fairview Town Center
8 unchanged sentences
Houston, TX — 5,899 20,439 — 73 5,899 20,512 26,411 1,844 2023
−Removed: Stevenson Ranch
−Removed: Stevenson Ranch, CA — 29,519 39,190 — 1,565 29,519 40,755 70,274 10,804 2016
+Added: Stonehenge Village
+Added: Midlothian, VA — 10,534 44,971 — 14 10,534 44,985 55,519 568 2024
Stone Ridge Market
6 unchanged sentences
Tucker, GA — 2,250 11,091 — 1,899 2,250 12,990 15,240 6,558 2007
+Added: Fort Myers, FL — 9,939 21,943 — 58 9,939 22,001 31,940 87 2024
The Highlands of Flower Mound
1 unchanged sentence
Cedar Park, TX — 9,271 83,078 — 1,550 9,271 84,628 93,899 22,432 2017
+Added: Chandler, AZ 13,000 3,864 21,423 — 8 3,864 21,431 25,295 812 2024
The Pointe at Creedmoor
2 unchanged sentences
Charlotte, NC — 6,232 12,903 — 61 6,232 12,964 19,196 864 2023
+Added: INVENTRUST PROPERTIES CORP.
+Added: Schedule III - Real Estate and Accumulated Depreciation
+Added: (amounts stated in thousands)
+Added: Initial Cost (A) Gross amount at which carried at end of period
+Added: PROPERTY NAME
+Added: Location Encumbrance Land Buildings and Improvements Adjustments to Land Basis (B) Adjustments to Basis (B) Land Buildings and Improvements Total (C) Accumulated Depreciation (D,E) Year Acquired
The Shops at Town Center
8 unchanged sentences
Pembroke Pines, FL — 28,267 124,019 — 7,533 28,267 131,552 159,819 36,026 2017
−Removed: INVENTRUST PROPERTIES CORP.
−Removed: Schedule III - Real Estate and Accumulated Depreciation
−Removed: (amounts stated in thousands)
−Removed: Initial Cost (A) Gross amount at which carried at end of period
−Removed: PROPERTY NAME
−Removed: Location Encumbrance Land Buildings and Improvements Adjustments to Land Basis (B) Adjustments to Basis (B) Land Buildings and Improvements Total (C) Accumulated Depreciation (D,E) Year Acquired
Westpark Shopping Center
10 unchanged sentences
Notes to Schedule III
−Removed: The aggregate cost of real estate owned at December 31, 2023 for federal income tax purposes was approximately $ 2,996,600 (unaudited).
+Added: The aggregate cost of real estate owned as of December 31, 2024, for federal income tax purposes was approximately $ 3,227,994 (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.
3 unchanged sentences
2024 2023 2022
−Removed: Balance at January 1, $ 2,481,662 $ 2,273,103 $ 2,221,689
+Added: Balance as of January 1 $ 2,656,674 $ 2,481,662 $ 2,273,103
Acquisitions and capital improvements 277,912 191,666 307,177
−Removed: Disposals and write-offs of assets no longer in service ( 16,654 ) ( 98,618 ) ( 19,910 )
−Removed: Balance at December 31, $ 2,656,674 $ 2,481,662 $ 2,273,103
+Added: Disposals, impairment, and write-offs of assets no longer in service ( 95,716 ) ( 16,654 ) ( 98,618 )
+Added: Balance as of December 31 $ 2,838,870 $ 2,656,674 $ 2,481,662
(D) Reconciliation of accumulated depreciation:
2 unchanged sentences
Depreciation expense 82,603 78,560 71,428
−Removed: Disposal and write-offs of assets no longer in service ( 6,569 ) ( 32,323 ) ( 8,267 )
+Added: Disposal, impairment, and write-offs of assets no longer in service ( 31,986 ) ( 6,569 ) ( 32,323 )
Balance at December 31, $ 511,969 $ 461,352 $ 389,361
4 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.