InvenTrust Properties Corp. (IVT)
SIC breadcrumb: Finance, Insurance, And Real Estate > Holding And Other Investment Offices > SIC 6798 Real Estate Investment Trusts
SEC company page: https://www.sec.gov/edgar/browse/?CIK=1307748. Latest filing source: 0001307748-26-000045.
Informational only - descriptive public-record data, not investment advice.
Business
Read IVT's verbatim Item 1 Business section from its latest 10-K: Business.
Risk Factors
Read IVT's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 299,169,000 | USD | 2025 | 2026-02-12 |
| Net income | 111,421,000 | USD | 2025 | 2026-02-12 |
| Assets | 2,788,647,000 | USD | 2025 | 2026-02-12 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-12. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001307748.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 251,809,000 | 242,674,000 | 226,490,000 | 197,833,000 | 211,979,000 | 236,707,000 | 258,676,000 | 273,974,000 | 299,169,000 | |
| Net income | 252,722,000 | 61,793,000 | 83,849,000 | 38,399,000 | -10,174,000 | -5,360,000 | 52,233,000 | 5,269,000 | 13,658,000 | 111,421,000 |
| Operating income | 27,626,000 | 16,697,000 | 47,062,000 | 36,375,000 | -28,357,000 | -8,135,000 | 16,984,000 | -30,539,000 | -33,342,000 | 60,017,000 |
| Diluted EPS | 0.53 | -0.14 | -0.08 | 0.77 | 0.08 | 0.19 | 1.42 | |||
| Operating cash flow | 133,164,000 | 118,152,000 | 124,657,000 | 106,008,000 | 94,155,000 | 89,956,000 | 125,795,000 | 129,621,000 | 136,876,000 | 155,416,000 |
| Dividends paid | 98,606,000 | 53,358,000 | 54,194,000 | 53,250,000 | 54,214,000 | 55,561,000 | 55,302,000 | 57,491,000 | 62,779,000 | 72,847,000 |
| Assets | 2,786,754,000 | 2,698,604,000 | 2,536,006,000 | 2,507,188,000 | 2,407,339,000 | 2,212,415,000 | 2,473,034,000 | 2,487,331,000 | 2,635,950,000 | 2,788,647,000 |
| Liabilities | 837,226,000 | 792,882,000 | 683,692,000 | 687,587,000 | 668,476,000 | 640,863,000 | 869,125,000 | 933,287,000 | 875,945,000 | 994,385,000 |
| Stockholders' equity | 1,949,528,000 | 1,905,722,000 | 1,852,307,000 | 1,819,601,000 | 1,738,863,000 | 1,571,552,000 | 1,603,909,000 | 1,554,044,000 | 1,760,005,000 | 1,794,262,000 |
Ratios
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Net margin | 24.54% | 34.55% | 16.95% | -5.14% | -2.53% | 22.07% | 2.04% | 4.99% | 37.24% | |
| Operating margin | 6.63% | 19.39% | 16.06% | -14.33% | -3.84% | 7.18% | -11.81% | -12.17% | 20.06% | |
| Return on equity | 12.96% | 3.24% | 4.53% | 2.11% | -0.59% | -0.34% | 3.26% | 0.34% | 0.78% | 6.21% |
| Return on assets | 9.07% | 2.29% | 3.31% | 1.53% | -0.42% | -0.24% | 2.11% | 0.21% | 0.52% | 4.00% |
| Liabilities / equity | 0.43 | 0.42 | 0.37 | 0.38 | 0.38 | 0.41 | 0.54 | 0.60 | 0.50 | 0.55 |
Industry Peer Context
Net margin peer context
Operating margin peer context
ROE peer context
ROA peer context
Financial Charts
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001307748-26-000045; filed 2026-02-12. Concept: Revenues. Source concepts: us-gaap:Revenues.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001307748-26-000045; filed 2026-02-12. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001307748-26-000045; filed 2026-02-12. Concept: OperatingIncomeLoss. Source concepts: us-gaap:OperatingIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001307748-26-000045; filed 2026-02-12. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001307748-26-000045; filed 2026-02-12. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001307748-26-000045; filed 2026-02-12. Concept: PaymentsOfDividends. Source concepts: us-gaap:PaymentsOfDividends.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001307748-26-000045; filed 2026-02-12. Concept: Assets. Source concepts: us-gaap:Assets.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001307748-26-000045; filed 2026-02-12. Concept: Liabilities. Source concepts: us-gaap:Liabilities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001307748-26-000045; filed 2026-02-12. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-28. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001307748.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2022-Q2 | 2022-06-30 | 0.62 | reported discrete quarter | ||
| 2022-Q3 | 2022-09-30 | 0.01 | reported discrete quarter | ||
| 2023-Q1 | 2023-03-31 | 0.02 | reported discrete quarter | ||
| 2023-Q2 | 2023-03-31 | 1,133,000 | reported discrete quarter | ||
| 2023-Q2 | 2023-06-30 | 64,687,000 | 0.03 | reported discrete quarter | |
| 2023-Q3 | 2023-06-30 | 2,068,000 | reported discrete quarter | ||
| 2023-Q3 | 2023-09-30 | 64,062,000 | -0.01 | reported discrete quarter | |
| 2023-Q4 | 2023-12-31 | 64,722,000 | 2,890,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q1 | 2024-03-31 | 66,798,000 | 2,900,000 | 0.04 | reported discrete quarter |
| 2024-Q2 | 2024-03-31 | 2,900,000 | reported discrete quarter | ||
| 2024-Q2 | 2024-06-30 | 67,423,000 | 0.02 | reported discrete quarter | |
| 2024-Q3 | 2024-06-30 | 1,498,000 | reported discrete quarter | ||
| 2024-Q3 | 2024-09-30 | 68,521,000 | -0.01 | reported discrete quarter | |
| 2024-Q4 | 2024-12-31 | 71,232,000 | 9,799,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2025-03-31 | 73,771,000 | 6,792,000 | 0.09 | reported discrete quarter |
| 2025-Q2 | 2025-03-31 | 6,792,000 | reported discrete quarter | ||
| 2025-Q2 | 2025-06-30 | 73,551,000 | 1.23 | reported discrete quarter | |
| 2025-Q3 | 2025-06-30 | 95,942,000 | reported discrete quarter | ||
| 2025-Q3 | 2025-09-30 | 74,466,000 | 0.08 | reported discrete quarter | |
| 2025-Q4 | 2025-12-31 | 77,381,000 | 2,661,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2026-03-31 | 82,581,000 | 5,184,000 | 0.07 | reported discrete quarter |
Quarterly Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001307748-26-000112; filed 2026-04-28. Concept: Revenues. Source concepts: us-gaap:Revenues.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001307748-26-000112; filed 2026-04-28. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001307748-26-000112; filed 2026-04-28. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0001307748-26-000112.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Certain statements in this "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (this "Quarterly Report"), other than purely historical information, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended ("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"). These statements include statements about InvenTrust Properties Corp.'s (the "Company", "InvenTrust", "we", "our", or "us") plans, objectives, strategies, financial performance and outlook, trends, the amount and timing of future cash distributions, prospects or future events; and involve known and unknown risks that are difficult to predict.
As a result, our actual financial results, performance, achievements, or prospects may differ materially from those expressed or implied by these forward-looking statements. In some cases, forward-looking statements can be identified by the use of words such as "may," "could," "expect," "intend," "plan," "seek," "anticipate," "believe," "estimate," "guidance," "predict," "potential," "continue," "likely," "will," "would," "illustrative," and "should" and variations of these terms and similar expressions, or the negatives of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while we consider reasonable based on our knowledge and understanding of the business and industry, are inherently uncertain. These statements are expressed in good faith and are not guarantees of future performance or results. Our actual results could differ materially from those expressed in the forward-looking statements and readers should not rely on forward-looking statements in making investment decisions.
There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this Quarterly Report. Such risks, uncertainties and other important factors include, among others, the risks, uncertainties, and factors set forth in our filings with the Securities and Exchange Commission ("SEC"), including our Annual Report on Form 10-K for the year ended December 31, 2025 (the "Annual Report"), and as updated in this Quarterly Report and other quarterly and current reports, which are on file with the SEC and are available at the SEC's website (www.sec.gov).
Our operations are subject to a number of risks and uncertainties including, but not limited to:
•our ability to collect rent from tenants or to rent space on favorable terms or at all;
•declaration of bankruptcy by our retail tenants;
•the economic success and viability of our anchor retail tenants;
•our ability to identify, execute and complete acquisition opportunities and to integrate and successfully operate any retail properties acquired in the future and manage the risks associated with such retail properties;
•our ability to manage the risks of expanding, developing or redeveloping our retail properties;
•loss of members of our senior management team or other key personnel;
•changes in the competitive environment in the leasing market and any other market in which we operate;
•shifts in consumer retail shopping from brick-and-mortar stores to e-commerce;
•the impact of leasing and capital expenditures to improve our retail properties to retain and attract tenants;
•our ability to refinance or repay maturing debt or to obtain new or additional financing on attractive terms;
•the impact on our business and financial condition of incurring additional debt or issuing new debt or equity securities in the future;
•future increases in interest rates;
•rising inflation;
•the effects of uncertain and evolving tariff activity and changes in global trade policies on the overall state of the economy and on our business, including the impact on our tenants' business, operations and ability to pay rent;
•natural or man-made disasters, severe weather and climate-related events, such as hurricanes, wildfires, earthquakes, tsunamis, tornadoes, droughts, blizzards, severe freezes and winter storms, hailstorms, floods, mudslides, oil spills, nuclear incidents, and outbreaks of pandemics or contagious diseases, or fear of such outbreaks;
•our status as a real estate investment trust ("REIT") for federal tax purposes; and
•changes in federal, state or local tax law, including legislative, administrative, regulatory or other actions affecting REITs.
19
These factors are not necessarily all of the important factors that could cause our actual results, performance or achievements to differ materially from those expressed in or implied by any of our forward-looking statements. Other unknown or unpredictable factors also could harm our business, financial condition, results of operations, cash flows and overall value.
All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements are only as of the date they are made; we do not undertake or assume any obligation to update publicly any of these forward-looking statements to reflect actual results, new information, future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and the related notes included in this Quarterly Report. All square feet and dollar amounts are stated in thousands, except per share amounts and per square foot metrics, unless otherwise noted.
Overview
Strategy and Outlook
InvenTrust Properties Corp. is a premier Sun Belt, multi-tenant essential retail REIT that owns, leases, redevelops, acquires, and manages grocery-anchored neighborhood and community centers, as well as high-quality power centers that often have a grocery component. We pursue our business strategy by acquiring retail properties in Sun Belt markets, opportunistically disposing of retail properties, and maintaining a flexible capital structure.
InvenTrust focuses on Sun Belt markets with favorable demographics, including above-average growth in population, employment, income, and education levels. We believe these conditions create favorable demand characteristics for grocery-anchored and necessity-based retail centers, which will position us to capitalize on potential future rent increases while enjoying sustained occupancy at our centers. Our strategically located field offices support hands-on property oversight, enabling responsive tenant engagement and strong local market knowledge across our portfolio. We believe that our Sun Belt portfolio of high quality grocery-anchored assets is a distinct differentiator for us in the marketplace.
Macroeconomic Trends
Our business, and the business and operations of our tenants, depend on the overall state of the economy, and we and they could be negatively impacted by slower economic growth and the potential for a recession. Although certain indicators suggest that inflation has moderated, the economic outlook remains uncertain due to ongoing geopolitical tensions, evolving global trade policies and tariff actions, and continued supply chain disruptions. These factors, along with volatility in energy prices and interest rates, may contribute to broader economic uncertainty and could adversely impact our tenants' operations. Additionally, other challenging macroeconomic conditions, and the resulting impact on the economy and consumer spending, could negatively impact our business and that of our tenants.
Evaluation of Operating Performance and Financial Condition
In addition to measures of operating performance determined in accordance with U.S. generally accepted accounting principles ("GAAP"), management evaluates our operating performance and financial condition by focusing on the following non-GAAP financial measures and operating metrics, discussed in further detail herein:
| Non-GAAP Financial Measures | Operating Metrics | |
|---|---|---|
| •Net Operating Income ("NOI") and Same Property NOI•Nareit Funds From Operations ("Nareit FFO") Applicable to Common Shares and Dilutive Securities•Core Funds From Operations ("Core FFO") Applicable to Common Shares and Dilutive Securities•Earnings Before Interest, Taxes, Depreciation, and Amortization ("EBITDA")•Adjusted EBITDA | •Economic and leased occupancy and rental rates•Leasing activity and lease rollover•Operating expense levels and trends•General and administrative expense levels and trends•Debt maturities and leverage ratios•Liquidity levels. |
20
Recent Developments
Acquisitions
On February 13, 2026, the Company acquired Marketplace at Hudson Station, a 60,000 square foot neighborhood center shadow-anchored by Fry's Marketplace in the Phoenix, Arizona market, for a gross acquisition price of $31.25 million. The Company used available liquidity to fund the acquisition.
On February 20, 2026, the Company acquired Nashville West, a 324,000 square foot power center shadow-anchored by Target, Costco, and Publix in Nashville, Tennessee, for a gross acquisition price of $88.0 million. The Company used available liquidity to fund the acquisition.
On March 12, 2026, the Company acquired a 7,000 square foot single-tenant outparcel adjacent to its neighborhood center, The Centre on Hugh Howell, in the Atlanta, Georgia market, for a gross acquisition price of $3.7 million. The Company used available liquidity to fund the acquisition.
Our Retail Portfolio
The following table summarizes our retail portfolio as of March 31, 2026 and 2025:
| As of March 31 | |||
|---|---|---|---|
| 2026 | 2025 | ||
| No. of properties | 75 | 68 | |
| GLA (square feet) | 11,983 | 10,972 | |
| Economic occupancy (a) | 95.1% | 95.4% | |
| Leased occupancy (b) | 96.4% | 97.3% | |
| ABR PSF (c) | $20.63 | $20.21 |
(a)Economic occupancy is defined as the percentage of occupied GLA divided by total GLA (excluding Specialty Leases) for which a tenant is obligated to pay rent under the terms of its lease agreement as of the rent commencement date, regardless of the actual use or occupancy by that tenant of the area being leased. Actual use may be less than economic occupancy. Specialty Leases include small shop leases with terms of less than one year and leases of common area space with terms of any length.
(b)Leased occupancy is defined as economic occupancy plus the percentage of signed but not yet commenced GLA divided by total GLA.
(c)Annualized Base Rent ("ABR") is computed as base rent for the last month of the period multiplied by twelve. Base rent is inclusive of ground rent and exclusive of Specialty Lease rent. ABR per square foot ("PSF") is computed as ABR divided by the occupied square footage as of the end of the period.
Summary by Same Property
Properties classified as same property were owned for the entirety of both periods presented ("Same Properties"). The following table summarizes the Same Properties of our retail portfolio for the three months ended March 31, 2026 and 2025.
[[GREPCENT_TABLE]]
[["","","","Three months ended March 31"],["","","","","","2026","","2025"],["No. of properties","
[Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis relates to the operations of the Company for the years ended December 31, 2025 and 2024 and its financial position as of December 31, 2025 and 2024. Discussion of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Annual Report can be found in "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended December 31, 2024. The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes included in this Annual Report. This discussion contains forward-looking statements about our business. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors discussed in "Forward-Looking Statements" and "Part I, Item 1A. Risk Factors" contained in this Annual Report and in our other reports that we file from time to time with the SEC.
Executive Summary
Strategy and Outlook
InvenTrust Properties Corp. is a premier Sun Belt, multi-tenant essential retail REIT that owns, leases, redevelops, acquires, and manages grocery-anchored neighborhood and community centers, as well as high-quality power centers that often have a grocery component. We pursue our business strategy by acquiring retail properties in Sun Belt markets, opportunistically disposing of retail properties, and maintaining a flexible capital structure.
InvenTrust focuses on Sun Belt markets with favorable demographics, including above-average growth in population, employment, income, and education levels. We believe these conditions create favorable demand characteristics for grocery-anchored and necessity-based retail centers, which will position us to capitalize on potential future rent increases while enjoying sustained occupancy at our centers. Our strategically located field offices support hands-on property oversight, enabling responsive tenant engagement and strong local market knowledge across our portfolio. We believe that our Sun Belt portfolio of high quality grocery-anchored assets is a distinct differentiator for us in the marketplace.
Evaluation of Operating Performance and Financial Condition
In addition to measures of operating performance determined in accordance with U.S. generally accepted accounting principles ("GAAP"), management evaluates our operating performance and financial condition by focusing on the following financial and non-financial indicators, discussed in further detail herein:
•Net Operating Income ("NOI") and Same Property NOI, supplemental non-GAAP measures;
•Nareit Funds From Operations ("Nareit FFO") Applicable to Common Shares and Dilutive Securities, a supplemental non-GAAP measure;
•Core Funds From Operations ("Core FFO") Applicable to Common Shares and Dilutive Securities, a supplemental non-GAAP measure;
•Earnings Before Interest, Taxes, Depreciation, and Amortization ("EBITDA"), a supplemental non-GAAP measure;
•Adjusted EBITDA, a supplemental non-GAAP measure;
•Economic and leased occupancy and rental rates;
•Leasing activity and lease rollover;
•Operating expense levels and trends;
•General and administrative expense levels and trends;
•Debt maturities and leverage ratios; and
•Liquidity levels.
20
Recent Developments
Acquisitions and Mortgage Assumptions
The Company acquired the following properties during the year ended December 31, 2025:
| Month Acquired | Property | Grocery Anchor(s) | Market | Square Feet | Gross Acquisition Price | Assumption of Mortgage Debt | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Apr-25 | Plaza Escondida (a) | Trader Joe's | Tucson, AZ | 91 | $ | 23,000 | $ | 7,981 | |||||||
| Apr-25 | Carmel Village | N/A | Charlotte-Gastonia-Concord, NC | 54 | 19,925 | — | |||||||||
| Jun-25 | West Ashley Station (b) | Whole Foods Market | Charleston-Berkeley-Dorchester, SC | 79 | 26,600 | — | |||||||||
| Jun-25 | Twelve Oaks Shopping Center | Publix | Savannah, GA | 106 | 35,850 | — | |||||||||
| Jul-25 | The Marketplace at Encino Park | Sprouts Farmers Market | San Antonio, TX | 92 | 38,500 | — | |||||||||
| Jul-25 | West Broad Marketplace | Wegmans | Richmond Metro Area, VA | 386 | 86,000 | — | |||||||||
| Aug-25 | Asheville Market (c) | Whole Foods Market | Asheville, NC | 130 | 45,700 | 22,281 | |||||||||
| Sep-25 | Rea Farms | Harris Teeter | Charlotte-Gastonia-Concord, NC | 183 | 80,000 | — | |||||||||
| Dec-25 | Daniels Marketplace (d) | Whole Foods Market | Cape Coral - Fort Myers, FL | 131 | 72,250 | 30,250 | |||||||||
| Dec-25 | Mesa Shores | Sprouts Farmers Market, Trader Joe's | Phoenix - Mesa - Chandler, AZ | 111 | 36,750 | — | |||||||||
| Total | 1,363 | $ | 464,575 | $ | 60,512 |
(a)The Company recognized a fair value adjustment of $507 related to the mortgage payable secured by the property.
(b)The Company recognized a finance lease liability of $10,973 associated with the ground lease assumed upon acquisition. See "Note 13. Commitments and Contingencies".
(c)The Company recognized a fair value adjustment of $607 related to the mortgage payable secured by the property.
(d)The Company recognized a fair value adjustment of $967 related to the mortgage payable secured by the property.
Dispositions
The Company disposed of the following properties during the year ended December 31, 2025:
| Month Disposed | Property | Market | Square Feet | Gross Disposition Price | Gain on Sale | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Jun-25 | California portfolio (a) | California | 746 | $ | 306,000 | $ | 90,909 | |||||||
| Sep-25 | Custer Creek Village (b) | Dallas - Fort Worth - Arlington, TX | N/A | 229 | 52 | |||||||||
| Total | 746 | $ | 306,229 | $ | 90,961 |
(a)The Company disposed of five properties through a portfolio sale, consisting of River Oaks Shopping Center, Campus Marketplace, Old Grove Marketplace, Bear Creek Village Center, and Pavilion at La Quinta, and recognized a gain on sale of $90.9 million.
(b)This disposition was related to the completion of a partial condemnation at one retail property
Debt
The Company has a $500.0 million revolving credit facility (the "Revolving Credit Facility"). The Revolving Credit Facility is scheduled to mature on January 15, 2029, with one 6-month extension option. On August 25, 2025, the Company entered into an amendment to its Revolving Credit Facility, which modified the applicable interest rate thereunder by removing the credit spread adjustment to Secured Overnight Financing Rate ("SOFR"), in addition to other modifications. As of December 31, 2025, the Company had available liquidity of $445.0 million under its amended Revolving Credit Facility.
On August 25, 2025, the Company entered into an amendment (the "Term Loan 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 of each tranche. The Amended Term Loan Agreement consists of a $200.0 million 5-year tranche maturing on August 26, 2030, and a $200.0 million 5.5-year tranche maturing February 24, 2031. The Term Loan Amendment also modified
21
the interest rates, with each tranche bearing interest at a rate equal to, at the Company's option, term SOFR, daily simple SOFR or the adjusted base rate (with no credit spread adjustment) plus a margin ranging from 115 to 160 basis points (in the case of SOFR loans) and 15 to 60 basis points (in the case of base rate loans), in each case, based on the Company's leverage ratio.
Interest Rate Swaps
During the year ended December 31, 2025, in connection with the execution of the Term Loan Amendment, the Company entered into four forward-starting interest rate swap agreements that address the periods between the termination dates of the effective swaps and the maturity dates of the Amended Term Loan Agreement.
Our Retail Portfolio
The following table summarizes our retail portfolio as of December 31, 2025 and 2024.
| Year ended December 31 | |||
|---|---|---|---|
| 2025 | 2024 | ||
| No. of properties | 73 | 68 | |
| GLA (square feet) | 11,589 | 10,972 | |
| Economic occupancy | 95.4% | 95.3% | |
| Leased occupancy | 96.7% | 97.4% | |
| ABR PSF | $20.41 | $20.07 |
Same Property Summary
Properties classified as same property were owned for the entirety of both periods presented ("Same Properties"). The following table summarizes the Same Properties of our retail portfolio for the years ended December 31, 2025 and 2024.
| Year ended December 31 | |||
|---|---|---|---|
| 2025 | 2024 | ||
| No. of properties | 56 | 56 | |
| GLA (square feet) | 9,385 | 9,384 | |
| Economic occupancy | 95.1% | 95.0% | |
| Leased occupancy | 96.4% | 97.3% | |
| ABR PSF | $19.99 | $19.60 |
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Leasing Activity
The Company's portfolio had 1.25 million square feet expiring during the year ended December 31, 2025, of which 1.06 million square feet was re-leased. This achieved a retention rate of approximately 85%. The following table summarizes the activity for leases that were executed during the year ended December 31, 2025.
| No. of Leases Executed | GLA SF (in thousands) | New Contractual Rent ($PSF)(a) | Prior Contractual Rent ($PSF)(a) | % Change over Prior Lease Rent (a) | Weighted Average Lease Term (Years) | Tenant Improvement Allowance ($PSF) | Lease Commissions ($PSF) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| All tenants | |||||||||||||||
| Comparable Renewal Leases (b) | 190 | 1,055 | $21.52 | $19.41 | 10.9% | 5.3 | $0.15 | $0.02 | |||||||
| Comparable New Leases (b) | 35 | 121 | $32.10 | $24.53 | 30.9% | 12.2 | $40.98 | $13.40 | |||||||
| Non-Comparable Renewal and New Leases | 47 | 130 | $29.32 | N/A | N/A | 11.2 | $39.15 | $8.95 | |||||||
| Total | 272 | 1,306 | $22.60 | $19.94 | 13.3% | 6.5 | $7.81 | $2.14 | |||||||
| Anchor tenants (leases ten thousand square feet and over) | |||||||||||||||
| Comparable Renewal Leases (b) | 17 | 624 | $12.72 | $11.68 | 8.9% | 5.1 | $— | $— | |||||||
| Comparable New Leases (b) | 1 | 44 | $17.50 | $9.00 | 94.4% | 16.2 | $60.00 | $6.00 | |||||||
| Non-Comparable Renewal and New Leases | 1 | 38 | $19.95 | N/A | N/A | 20.2 | $79.11 | $— | |||||||
| Total | 19 | 706 | $13.03 | $11.51 | 13.2% | 6.6 | $7.97 | $0.37 | |||||||
| Small shop tenants (leases under ten thousand square feet) | |||||||||||||||
| Comparable Renewal Leases (b) | 173 | 431 | $34.23 | $30.59 | 11.9% | 5.6 | $0.37 | $0.04 | |||||||
| Comparable New Leases (b) | 34 | 77 | $40.38 | $33.35 | 21.1% | 10.0 | $30.19 | $17.60 | |||||||
| Non-Comparable Renewal and New Leases | 46 | 92 | $33.16 | N/A | N/A | 7.5 | $22.73 | $12.63 | |||||||
| Total | 253 | 600 | $35.17 | $31.01 | 13.4% | 6.4 | $7.62 | $4.22 |
(a)Non-comparable leases are not included in totals.
(b)Comparable leases are leases that meet all of the following criteria: terms greater than or equal to one year, unit was vacant less than one year prior to executed lease, square footage of unit remains unchanged or within 10% of prior unit square footage, and has a rent structure consistent with the previous tenant.
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Results of Operations
Comparison of results for the years ended December 31, 2025 and 2024
We generate substantially all of our earnings from property operations. Since January 1, 2024, we have acquired seventeen retail properties and disposed of six retail properties.
The following table presents the comparative results of our income for the years ended December 31, 2025 and 2024.
| Year ended December 31 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Increase | ||||||||
| Income | ||||||||||
| Lease income, net | $ | 297,477 | $ | 272,440 | $ | 25,037 | ||||
| Other property income | 1,692 | 1,534 | 158 | |||||||
| Total income | $ | 299,169 | $ | 273,974 | $ | 25,195 |
Lease income, net, for the year ended December 31, 2025 increased $25.0 million when compared to the same period in 2024, as a result of increases from properties acquired of $35.5 million, decreases from properties disposed of $18.3 million, and the following activity related to our Same Properties:
•$6.4 million of increased minimum base and ground rent, and
•$3.3 million of increased common area maintenance and real estate tax recoveries, partially offset by:
•$0.8 million of decreased lease termination income,
•$0.8 million of net decreased straight-line rent adjustments, and
•$0.3 million of increased net credit losses and related reversals.
The following table presents the comparative results of our operating expenses for the years ended December 31, 2025 and 2024.
| Year ended December 31 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Increase | ||||||||
| Operating expenses | ||||||||||
| Depreciation and amortization | $ | 128,497 | $ | 113,948 | $ | 14,549 | ||||
| Property operating | 46,633 | 43,413 | 3,220 | |||||||
| Real estate taxes | 37,710 | 36,441 | 1,269 | |||||||
| General and administrative | 34,925 | 33,172 | 1,753 | |||||||
| Total operating expenses | $ | 247,765 | $ | 226,974 | $ | 20,791 |
Depreciation and amortization increased $14.5 million as a result of:
•$26.3 million of increases from properties acquired, partially offset by:
•$5.3 million of net decreases from our Same Properties, primarily driven by in-place lease intangibles, and
•$6.5 million of decreases from properties disposed.
Property operating expenses increased $3.2 million as a result of:
•$5.7 million of increases from properties acquired, and
•$0.3 million of increases from our Same Properties, partially offset by:
•$2.8 million of decreases from properties disposed.
Real estate taxes increased $1.3 million as a result of:
•$3.2 million of increases from properties acquired, and
•$0.8 million of net increases from our Same Properties, partially offset by:
•$2.7 million of decreases from properties disposed.
General and administrative expenses increased $1.8 million as a result of $1.0 million of increased stock-based compensation expense and $0.8 million of increased other compensation costs.
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The following table presents the comparative results of our other income and expenses for the years ended December 31, 2025 and 2024.
| Year ended December 31 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Change, net | ||||||||
| Other income (expense) | ||||||||||
| Interest expense, net | $ | (34,519) | $ | (37,100) | $ | 2,581 | ||||
| Impairment of real estate assets | — | (3,854) | 3,854 | |||||||
| Gain on sale of investment properties, net | 90,961 | 3,857 | 87,104 | |||||||
| Other income and expense, net | 3,575 | 3,755 | (180) | |||||||
| Total other (expense) income, net | $ | 60,017 | $ | (33,342) | $ | 93,359 |
Interest expense, net
Interest expense, net, decreased $2.6 million primarily as a result of:
•decreased interest expense of $3.6 million related to the $72.5 million pooled mortgage payable extinguished in September 2024, partially offset by:
•increased interest expenses of $0.3 million related to our finance lease,
•increased interest expense of $0.3 million related to our revolving credit facility, and
•increased amortization of debt discounts and financing costs of $0.4 million.
Impairment of real estate assets
During the year ended December 31, 2024, the Company recorded an impairment of real estate assets of $3.9 million on one retail property. The property was sold on October 31, 2024 for $57.8 million, resulting in a loss on sale of $0.6 million, which was primarily related to closing costs.
Gain on sale of investment properties, net
During the year ended December 31, 2025, the Company recognized a gain of $90.9 million on the completion of a portfolio sale of five properties in California and a gain of $0.1 million on the completion of a partial condemnation at one retail property. During the year ended December 31, 2024, the Company recognized a gain of $4.5 million on the completion of a partial condemnation and partial sale of one retail property and a loss of $0.6 million on the sale of one retail property.
Other income and expense, net
Other income and expense, net, decreased $0.2 million primarily as a result of decreased miscellaneous and settlement income.
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Net Operating Income
We evaluate the performance of our retail properties based on NOI, which excludes general and administrative expenses, depreciation and amortization, other income and expense, net, impairment of real estate assets, gains (losses) from sales of properties, gains (losses) on extinguishment of debt, interest expense, net, 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"). We bifurcate NOI into Same Property NOI and NOI from other investment properties based on whether the retail properties meet our Same Property criteria. NOI from other investment properties includes adjustments for the Company's captive insurance company.
We believe the supplemental non-GAAP measure of NOI, and the bifurcation into same property NOI and NOI from other investment properties, are important measures in assessing operating performance and provide 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.
Reconciliation of Net Income to Non-GAAP Measures
The following table reconciles net income, the most directly comparable GAAP measure, to NOI and Same Property NOI:
| Year ended December 31 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Change, net | ||||||||
| Net income | $ | 111,421 | $ | 13,658 | $ | 97,763 | ||||
| Adjustments to reconcile to non-GAAP metrics: | ||||||||||
| Other income and expense, net | (3,575) | (3,755) | 180 | |||||||
| Interest expense, net | 34,519 | 37,100 | (2,581) | |||||||
| Gain on sale of investment properties, net | (90,961) | (3,857) | (87,104) | |||||||
| Impairment of real estate assets | — | 3,854 | (3,854) | |||||||
| Depreciation and amortization | 128,497 | 113,948 | 14,549 | |||||||
| General and administrative | 34,925 | 33,172 | 1,753 | |||||||
| Adjustments to NOI (a) | (8,401) | (7,548) | (853) | |||||||
| NOI | 206,425 | 186,572 | 19,853 | |||||||
| NOI from other investment properties | (35,102) | (23,822) | (11,280) | |||||||
| Same Property NOI | $ | 171,323 | $ | 162,750 | $ | 8,573 |
(a)Adjustments to NOI include lease termination income and expense and GAAP Rent Adjustments.
Comparison of the components of Same Property NOI for the years ended December 31, 2025 and 2024
A total of 56 retail properties met our Same Property criteria for the years ended December 31, 2025 and 2024.
The following table presents the changes in Same Property NOI for the years ended December 31, 2025 and 2024.
| Year ended December 31 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Change | Variance | |||||||||||
| Minimum base rent | $ | 158,378 | $ | 152,410 | $ | 5,968 | 3.9 | % | ||||||
| Real estate tax recoveries | 30,251 | 29,222 | 1,029 | 3.5 | % | |||||||||
| Common area maintenance, insurance, and other recoveries | 30,819 | 28,575 | 2,244 | 7.9 | % | |||||||||
| Ground rent income | 17,323 | 16,860 | 463 | 2.7 | % | |||||||||
| Short-term and other lease income | 4,016 | 3,939 | 77 | 2.0 | % | |||||||||
| Provision for uncollectible rent and recoveries | (591) | (271) | (320) | 118.1 | % | |||||||||
| Other property income | 1,464 | 1,233 | 231 | 18.7 | % | |||||||||
| Total income | 241,660 | 231,968 | 9,692 | 4.2 | % | |||||||||
| Property operating | 37,615 | 37,296 | 319 | 0.9 | % | |||||||||
| Real estate taxes | 32,722 | 31,922 | 800 | 2.5 | % | |||||||||
| Total operating expenses | 70,337 | 69,218 | 1,119 | 1.6 | % | |||||||||
| Same Property NOI | $ | 171,323 | $ | 162,750 | $ | 8,573 | 5.3 | % |
Same Property NOI increased by $8.6 million, or 5.3%, when comparing the year ended December 31, 2025 to the same period in 2024, and was primarily a result of increased ABR PSF from fixed annual rent escalations, increased economic occupancy, favorable lease spreads, and leases with advantageous fixed recovery terms.
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Funds From Operations
The National Association of Real Estate Investment Trusts ("Nareit"), an industry trade group, has promulgated a widely accepted non-GAAP financial measure of operating performance known as Funds From Operations ("Nareit FFO"). Our Nareit FFO is net income (or loss) in accordance with GAAP, excluding gains (or losses) resulting from dispositions of properties, plus depreciation and amortization and impairment charges on depreciable real property.
In calculating Nareit FFO, impairment charges of depreciable real estate assets are added back even though the impairment charge may represent a permanent decline in value due to the decreased operating performance of the applicable property. Furthermore, because gains and losses from sales of property are excluded from Nareit FFO, it is consistent and appropriate that impairments, which are often early recognition of losses on prospective sales of property, also be excluded.
We believe Nareit FFO Applicable to Common Shares and Dilutive Securities, when considered with the financial statements determined in accordance with GAAP, is helpful to investors in understanding our performance because the historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time. Since real estate values historically rise and fall with market conditions, presentations of operating results for a REIT, using historical accounting for depreciation, could be less informative.
Core Funds From Operations ("Core FFO") is an additional supplemental non-GAAP financial measure of our operating performance. In particular, Core FFO provides an additional measure to compare the operating performance of different REITs without having to account for certain remaining amortization assumptions within Nareit FFO and other unique revenue and expense items, which some may consider not pertinent to measuring a particular company's ongoing operating performance. In that regard, we use Core FFO as an input to our compensation plan to determine cash bonuses.
Our adjustments to Nareit FFO to arrive at Core FFO include removing the impact of (i) amortization of debt discounts and financing costs, (ii) amortization of market-lease intangibles and inducements, net, (iii) depreciation and amortization of corporate assets, (iv) straight-line rent adjustments, (v) gains (or losses) resulting from debt transactions, and (vi) other non-operating revenue and expense items which, in our judgment, are not pertinent to measuring on-going operating performance. Our calculation of Core FFO Applicable to Common Shares and Dilutive Securities does not consider any capital expenditures.
Other REITs may use alternative methodologies for calculating similarly titled measures, which may not be comparable to our definition and calculation of Nareit FFO Applicable to Common Shares and Dilutive Securities or Core FFO Applicable to Common Shares and Dilutive Securities. Furthermore, Nareit FFO and Core FFO are not necessarily indicative of cash flow available to fund cash needs and should not be considered as alternatives to net income as an indication of our performance. Nareit FFO and Core FFO should not be considered as alternatives to our cash flows from operating, investing, and financing activities. Nor should Nareit FFO and Core FFO be considered as measures of liquidity, our ability to make cash distributions, or our ability to service our debt.
27
The following table reconciles net income, the most directly comparable GAAP measure, to Nareit FFO Applicable to Common Shares and Dilutive Securities and Core FFO Applicable to Common Shares and Dilutive Securities:
| Year ended December 31 | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Net income | $ | 111,421 | $ | 13,658 | ||
| Depreciation and amortization of real estate assets | 127,387 | 113,055 | ||||
| Impairment of real estate assets | — | 3,854 | ||||
| Gain on sale of investment properties, net | (90,961) | (3,857) | ||||
| Nareit FFO Applicable to Common Shares and Dilutive Securities | 147,847 | 126,710 | ||||
| Amortization of market lease intangibles and inducements, net | (4,422) | (2,804) | ||||
| Straight-line rent adjustments, net | (3,671) | (3,400) | ||||
| Amortization of debt discounts and financing costs | 2,870 | 2,403 | ||||
| Accretion of finance lease liability | 109 | — | ||||
| Depreciation and amortization of corporate assets | 1,110 | 893 | ||||
| Non-operating income and expense, net (a) | (750) | (1,033) | ||||
| Core FFO Applicable to Common Shares and Dilutive Securities | $ | 143,093 | $ | 122,769 | ||
| Weighted average common shares outstanding - basic | 77,598,121 | 70,394,448 | ||||
| Dilutive effect of unvested restricted shares (b) | 740,328 | 616,120 | ||||
| Weighted average common shares outstanding - diluted | 78,338,449 | 71,010,568 | ||||
| Net income per diluted share | $ | 1.42 | $ | 0.19 | ||
| Per share adjustments for Nareit FFO | 0.47 | 1.59 | ||||
| Nareit FFO per diluted share | $ | 1.89 | $ | 1.78 | ||
| Per share adjustments for Core FFO | (0.06) | (0.05) | ||||
| Core FFO per diluted share | $ | 1.83 | $ | 1.73 |
(a)Reflects items which are not pertinent to measuring on-going operating performance, such as miscellaneous and settlement income.
(b)For purposes of calculating non-GAAP per share metrics, the Company applies the same denominator used in calculating diluted earnings per share in accordance with GAAP.
28
Earnings Before Interest, Taxes, Depreciation, and Amortization
Our measure of EBITDA is net income (or loss) in accordance with GAAP, excluding interest expense, net, income tax expense (or benefit), and depreciation and amortization.
Adjusted EBITDA is an additional supplemental non-GAAP financial measure of our operating performance. In particular, Adjusted EBITDA provides an additional measure to compare the operating performance of different REITs without having to account for certain remaining amortization assumptions within EBITDA, certain gains or losses remaining within EBITDA, and other unique revenue and expense items which some may consider not pertinent to measuring a particular company's ongoing operating performance.
Our adjustments to EBITDA to arrive at Adjusted EBITDA include removing the impact of (i) gains (or losses) resulting from dispositions of properties, (ii) impairment charges on depreciable real property, (iii) amortization of market-lease intangibles and inducements, (vi) straight-line rent adjustments, (v) gains (or losses) resulting from debt transactions, and (vi) other non-operating revenue and expense items which, in our judgment, are not pertinent to measuring on-going operating performance.
The following table reconciles net income, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA:
| Year ended December 31 | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Net income | $ | 111,421 | $ | 13,658 | ||
| Interest expense, net | 34,519 | 37,100 | ||||
| Income tax expense | 568 | 543 | ||||
| Depreciation and amortization | 128,497 | 113,948 | ||||
| EBITDA | 275,005 | 165,249 | ||||
| Impairment of real estate assets | — | 3,854 | ||||
| Gain on sale of investment properties, net | (90,961) | (3,857) | ||||
| Amortization of market-lease intangibles and inducements, net | (4,422) | (2,804) | ||||
| Straight-line rent adjustments, net | (3,671) | (3,400) | ||||
| Non-operating income and expense, net (a) | (750) | (1,033) | ||||
| Adjusted EBITDA | $ | 175,201 | $ | 158,009 |
(a)Reflects items which are not pertinent to measuring on-going operating performance, such as miscellaneous and settlement income.
Liquidity and Capital Resources
Capital Investments and Leasing Costs
Operating retail properties generally require capital investments, including value-enhancing development and redevelopment projects and leasing commissions.
The following table summarizes the cash used for capital investments and leasing costs:
| Year ended December 31 | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Tenant improvements | $ | 7,091 | $ | 9,096 | ||
| Leasing costs | 3,990 | 3,762 | ||||
| Property improvements | 13,427 | 11,486 | ||||
| Capitalized indirect costs (a) | 1,411 | 1,435 | ||||
| Total capital expenditures and leasing costs | 25,919 | 25,779 | ||||
| Development and redevelopment direct costs | 16,993 | 9,253 | ||||
| Development and redevelopment indirect costs (a) | 1,610 | 1,084 | ||||
| Capital investments and leasing costs (b) | $ | 44,522 | $ | 36,116 |
(a)Indirect costs include capitalized interest, real estate taxes, insurance, and payroll costs.
(b)As of December 31, 2025 and 2024, total accrued capital investments and leasing costs were $4,248 and $3,620, respectively.
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Short-Term Liquidity and Capital Resources
On a short-term basis, our principal uses for funds are to pay our operating and corporate expenses, interest and principal on our indebtedness, property capital expenditures, and to make distributions to our stockholders.
Our ability to maintain adequate liquidity for our operations in the future is dependent upon a number of factors, including our revenue, macroeconomic conditions, our ability to contain costs, including capital expenditures, and to collect rents and other receivables, and various other factors, many of which are beyond our control. We will continue to monitor our liquidity position and may seek to raise funds through debt or equity financing in the future to fund operations, significant investments or acquisitions that are consistent with our strategy. Our ability to raise these funds may also be diminished by other macroeconomic factors.
Long-Term Liquidity and Capital Resources
Our objectives are to maximize revenue generated by our retail platform, to further enhance the value of our retail properties to produce attractive current yield and long-term returns for our stockholders, and to generate sustainable and predictable cash flow from our operations to distribute to our stockholders.
Any future determination to pay distributions will be at the discretion of our Board and will depend on our financial condition, capital requirements, restrictions contained in current or future financing instruments, and such other factors as our Board deems relevant.
Capital Sources and Uses
Our primary sources and uses of capital are as follows:
| Sources | Uses | |
|---|---|---|
| •Operating cash flows from our real estate investments;•Proceeds from sales of properties; •Proceeds from mortgage loan borrowings on properties;•Proceeds from corporate borrowings and debt financings;•Proceeds from any ATM Program activities or other equity offerings; and•Proceeds from debt offerings. | •To invest in properties or fund acquisitions;•To fund development, re-development, maintenance and capital expenditures or leasing incentives;•To make distributions to our stockholders; •To service or pay down our debt; •To pay our operating expenses;•To repurchase shares of our common stock; and•To fund other general corporate uses. |
On August 25, 2025, the Company entered into an amendment to its $500.0 million Revolving Credit Facility, which modified the applicable interest rate thereunder by removing the credit spread adjustment to SOFR, in addition to other modifications. As of December 31, 2025, the Company had available liquidity of $445.0 million under its amended Revolving Credit Facility.
On August 25, 2025, the Company entered into the Term Loan Amendment to its $400.0 million Amended Term Loan Agreement. The Amended Term Loan Agreement consists of a $200.0 million 5-year tranche maturing on August 26, 2030, and a $200.0 million 5.5-year tranche maturing February 24, 2031. The Term Loan Amendment also modified the interest rates, with each tranche bearing interest at a rate equal to, at the Company's option, term SOFR, daily simple SOFR or the adjusted base rate (with no credit spread adjustment) plus a margin ranging from 115 to 160 basis points (in the case of SOFR loans) and 15 to 60 basis points (in the case of base rate loans), in each case, based on the Company's leverage ratio.
On September 25, 2024, we completed an underwritten public offering of our common stock at a price to the public of $28.00 per share. We issued and sold 9,200,000 shares of our common stock, including 1,200,000 shares issued in connection with the full exercise of the underwriters' over-allotment option. We received $247.3 million of net proceeds, after deducting $10.3 million in underwriting discounts and commissions.
We maintain an at-the-market equity offering program (the "ATM Program") pursuant to which we may sell shares of our common stock up to an aggregate purchase price of $250.0 million. In connection with the ATM Program, we may sell shares of our 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. During the quarter ended December 31, 2024, we raised $7.8 million of net proceeds, after $0.1 million in commissions, under the ATM Program, through the issuance of 254,082 shares of common stock at a weighted average price of $30.96 per share. During the quarter ended December 31, 2025, no shares were issued under the ATM Program. As of December 31, 2025, $236.7 million of common stock remains available for issuance under the ATM Program.
30
We believe our status as an NYSE-listed issuer facilitates supplementing our capital sources by selling equity securities of the Company under the ATM Program or otherwise if and when we believe appropriate to do so. Also, from time to time, we may seek to acquire amounts of our outstanding common stock through cash purchases or exchanges for other securities. Such purchases or exchanges, if any, will depend on our liquidity requirements, contractual restrictions, and other factors. At this time, we believe our current sources of liquidity are sufficient to meet our short- and long-term cash demands.
Off Balance Sheet Arrangements
None.
Summary of Cash Flows
| Year ended December 31 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||
| Cash provided by operating activities | $ | 155,416 | $ | 136,876 | $ | 18,540 | ||||
| Cash used in investing activities | (144,905) | (240,535) | 95,630 | |||||||
| Cash (used in) provided by financing activities | (61,214) | 95,117 | (156,331) | |||||||
| Decrease in cash, cash equivalents, and restricted cash | (50,703) | (8,542) | (42,161) | |||||||
| Cash, cash equivalents, and restricted cash at beginning of year | 91,221 | 99,763 | (8,542) | |||||||
| Cash, cash equivalents, and restricted cash at end of year | $ | 40,518 | $ | 91,221 | $ | (50,703) |
Cash provided by operating activities of $155.4 million and $136.9 million for the years ended December 31, 2025 and 2024, respectively, was generated primarily from income from property operations. Cash provided by operating activities increased $18.5 million when comparing 2025 to 2024, primarily as a result of acquisition activity in excess of disposition activity and general fluctuations in working capital. Since January 1, 2024, we have acquired seventeen retail properties and disposed of six retail properties.
Cash used in investing activities of $144.9 million for the year ended December 31, 2025, was primarily the result of:
•$400.9 million for acquisitions of investment properties, and
•$44.5 million for capital investments and leasing costs, which were partially offset by:
•$299.5 million from the sale of investment properties, and
•$1.0 million from other investing activities.
Cash used in investing activities of $240.5 million for the year ended December 31, 2024, was primarily the result of:
•$268.1 million for acquisitions of investment properties,
•$36.1 million for capital investments and leasing costs, and
•$1.4 million for other investing activities, which were partially offset by:
•$65.1 million from the sale of investment properties.
Cash used in financing activities of $61.2 million for the year ended December 31, 2025, was primarily the result of:
•$72.8 million for payment of distributions,
•$39.9 million for pay-off of mortgage debt, payment of mortgage principal, and payment of financing costs,
•$13.0 million for repayments of line of credit, and
•$3.9 million for payment of tax withholdings on share-based compensation, which were partially offset by:
•$68.0 million from proceeds from the line of credit, and
•$0.4 million from proceeds from the sale of common stock under the ESPP.
31
Cash provided by financing activities of $95.1 million for the year ended December 31, 2024, was primarily the result of:
•$257.6 million in proceeds from the public offering of our common stock, and
•$8.4 million in proceeds from the sale of common stock under the ATM and ESPP, which were partially offset by:
•$93.4 million for pay-off of debt and other financing activities,
•$62.8 million for payment of pay distributions,
•$12.1 million for costs incurred in relation to sales of our common stock, and
•$2.6 million for payment of tax withholdings on share-based compensation.
We consider 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. We maintain our cash and cash equivalents at major financial institutions. The combined account balances at one or more institutions generally exceed the FDIC insurance coverage. We periodically assess the credit risk associated with these financial institutions. We believe insignificant credit risk exists related to amounts on deposit in excess of FDIC insurance coverage.
Acquisitions and Dispositions of Real Estate Investments
In 2025, we acquired ten retail properties for an aggregate gross acquisition price of $464.6 million. In 2024, we acquired seven retail properties for an aggregate gross acquisition price of $282.1 million.
In 2025, we disposed of five retail properties and completed a partial condemnation at one retail property for an aggregate gross disposition price of $306.2 million. In 2024, we disposed of one retail property and an outparcel adjacent to an existing retail property and completed a partial condemnation at one retail property for an aggregate gross disposition price of $68.6 million.
Distributions
During the year ended December 31, 2025, we declared cash distributions to our stockholders totaling $73.8 million and paid cash distributions of $72.8 million.
As we execute on our retail strategy, the Board evaluated and expects to continue evaluating our distribution rate on a periodic basis. See "Part I. Item 1. Business - Business Strategy" for more information regarding our retail strategy. The following table presents a historical summary of distributions declared and paid.
| Year ended December 31 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | 2022 | 2021 | ||||||||||||||
| Distributions declared | $ | 73,785 | $ | 65,697 | $ | 58,248 | $ | 55,337 | $ | 55,721 | ||||||||
| Distributions paid | $ | 72,847 | $ | 62,779 | $ | 57,491 | $ | 55,302 | $ | 55,561 |
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Borrowings
Mortgages Payable, Maturities
The following table summarizes the scheduled maturities of our mortgages payable as of December 31, 2025.
| Scheduled maturities by year: | Scheduled Principal Payments | Principal Balance | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | $ | 773 | $ | — | $ | 773 | ||||
| 2027 | 810 | 26,000 | 26,810 | |||||||
| 2028 | 495 | 21,321 | 21,816 | |||||||
| 2029 | 449 | 61,750 | 62,199 | |||||||
| 2030 | 154 | 5,853 | 6,007 | |||||||
| Thereafter | — | — | — | |||||||
| Total mortgages payable | $ | 2,681 | $ | 114,924 | $ | 117,605 |
Term Loan, Maturities
The following table summarizes the outstanding borrowings under our unsecured term loan as of December 31, 2025.
| Maturity Date | Interest Rate | Principal Balance | |||||||
|---|---|---|---|---|---|---|---|---|---|
| $200.0 million 5 year | Aug-30 | 2.66% (a) | $ | 100,000 | |||||
| $200.0 million 5 year | Aug-30 | 2.66% (a) | 100,000 | ||||||
| $200.0 million 5.5 year | Feb-31 | 2.63% (a) | 50,000 | ||||||
| $200.0 million 5.5 year | Feb-31 | 2.69% (b) | 50,000 | ||||||
| $200.0 million 5.5 year | Feb-31 | 4.84% (b) | 100,000 | ||||||
| Total | $ | 400,000 |
(a)Interest rates reflect the fixed rates achieved through the Company's effective interest rate swaps terminating on September 22, 2026, at which point the fixed interest rate will become 4.50%.
(b)Interest rates reflect the fixed rates achieved through the Company's effective interest rate swaps terminating on March 22, 2027, at which point the weighted average fixed interest rate will become 4.58%.
Senior Notes, Maturities
The following table summarizes the outstanding borrowings under our Senior Notes as of December 31, 2025.
| Maturity Date | Fixed Interest Rate | Principal Balance | |||||
|---|---|---|---|---|---|---|---|
| $150.0 million Series A | Aug-29 | 5.07% | $ | 150,000 | |||
| $100.0 million Series B | Aug-32 | 5.20% | 100,000 | ||||
| $ | 250,000 |
Revolving Credit Facility, Maturities
The following table summarizes the outstanding borrowings under our Revolving Credit Facility as of December 31, 2025.
| Maturity Date | Variable Interest Rate | Principal Balance | |||||
|---|---|---|---|---|---|---|---|
| $500.0 million total capacity | Jan-29 | 1M SOFR + 1.05% (a) | $ | 55,000 | |||
| $ | 55,000 |
(a)As of December 31, 2025 1-Month Term SOFR was 3.69%.
33
Contractual Obligations
We have obligations related to our mortgage loans, senior notes, term loans, revolving credit facility, and ground lease as described in "Note 8. Debt" in the consolidated financial statements.
The following table presents our obligations to make future payments under debt and lease agreements as of December 31, 2025, exclusive of debt discounts and financing costs which are not future cash obligations.
| Payments due by year ending December 31 | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | ||||||||||||||||||||
| Fixed rate debt: | ||||||||||||||||||||||||||
| Term Loan and Senior Notes (a) | $ | — | $ | — | $ | — | $ | 150,000 | $ | 200,000 | $ | 300,000 | $ | 650,000 | ||||||||||||
| Mortgage maturities | — | 26,000 | 21,321 | 61,750 | 5,853 | — | 114,924 | |||||||||||||||||||
| Mortgage payments | 773 | 810 | 495 | 449 | 154 | — | 2,681 | |||||||||||||||||||
| Interest | 32,622 | 36,111 | 35,132 | 30,458 | 20,521 | 9,754 | 164,598 | |||||||||||||||||||
| Total fixed rate debt | 33,395 | 62,921 | 56,948 | 242,657 | 226,528 | 309,754 | 932,203 | |||||||||||||||||||
| Variable rate debt: | ||||||||||||||||||||||||||
| Revolving Credit Facility | — | — | — | 55,000 | — | — | 55,000 | |||||||||||||||||||
| Interest | 2,470 | 2,341 | 2,455 | 96 | — | — | 7,362 | |||||||||||||||||||
| Total variable rate debt | 2,470 | 2,341 | 2,455 | 55,096 | — | — | 62,362 | |||||||||||||||||||
| Operating leases (b) | 517 | 529 | 522 | 493 | 293 | — | 2,354 | |||||||||||||||||||
| Finance lease (c) | 550 | 578 | 605 | 605 | 605 | 71,211 | 74,154 | |||||||||||||||||||
| Grand total | $ | 36,932 | $ | 66,369 | $ | 60,530 | $ | 298,851 | $ | 227,426 | $ | 380,965 | $ | 1,071,073 |
(a)Includes variable rate debt swapped to fixed rates through interest rate swaps.
(b)Includes leases on corporate office spaces.
(c)Includes payments related to the finance lease liability related to the ground lease at West Ashley Station.
Critical Accounting Estimates
General
The accompanying consolidated financial statements have been prepared in accordance with GAAP, which require 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 collectibility of accounts receivable, allocating the purchase price of acquired retail properties, and evaluating the impairment of long-lived assets. We base these estimates, judgments and assumptions on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results may differ from these estimates.
Acquisition of Real Estate
We evaluate 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 generally capitalized and amortized over the useful life of the acquired assets. Generally, our acquisitions of real estate qualify as asset acquisitions.
We allocate the purchase price of real estate to land, building, other building improvements, tenant improvements, intangible assets and liabilities (such as the value of above- and below-market leases, in-place leases and origination costs associated with in-place leases). The values of above- and below-market leases are recorded as intangible assets and intangible liabilities, respectively, and are amortized as either a decrease (in the case of above-market leases) or an increase (in the case of below-market leases) to lease income, net over the remaining term of the associated tenant lease. The values, if any, associated with in-place leases are recorded in intangible assets and are amortized to depreciation and amortization expense over the remaining lease term.
The difference between the contractual rental rates and our 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.
34
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.
With the assistance of a third-party valuation specialist, we perform 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 our 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.
Impairment of Long Lived Assets
We assess the carrying values of our long-lived tangible and intangible assets whenever events or changes in circumstances indicate that they may not be fully recoverable. An example of an event or changed circumstance is a reduction in the expected holding 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, we recognize 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 our 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, discount and capitalization rates. These unobservable inputs are based on market conditions and the property's expected growth rates. Assumptions and estimates about future cash flows and discount and capitalization rates are complex and subjective. Changes in economic and operating conditions and in our ultimate investment intent that occur subsequent to the impairment analyses could impact these assumptions and result in additional impairment.
Our 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 our disposition strategy or changes in the marketplace may alter the expected hold period of a property which may result in an impairment loss and such loss could be material to the Company's financial condition or operating performance.
Inflation
With respect to current economic conditions and governmental fiscal policy, inflation has become a greater risk. Rising or elevated inflation may affect our and our tenants' expenses, including, without limitation, by increasing product prices and costs such as wages, benefits, taxes, property and casualty insurance, borrowing costs and utilities. We rely on the performance of our assets to increase revenues in order to keep pace with inflation. We may not be able to offset high rates of inflation through rent increases due to the long-term nature of some of our leases.
A number of our leases contain provisions designed to partially mitigate adverse impacts of inflation. Our leases typically require the tenant to pay its share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in these costs resulting from inflation, although some larger tenants have capped the amount of these operating costs they are responsible for. A portion of our leases also include clauses enabling us to receive percentage rents based on a tenant's gross sales above specified levels or rental escalation clauses which are typically based on increases in the Consumer Price Index or similar inflation indices.
35
MD&A history
Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.
FY 2024 10-K MD&A
SEC filing source: 0001307748-25-000028.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis relates to the operations of the Company for the years ended December 31, 2024 and 2023 and its financial position as of December 31, 2024 and 2023. Discussion of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Annual Report can be found in "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended December 31, 2023. The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes included in this Annual Report. This discussion contains forward-looking statements about our business. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors discussed in "Forward-Looking Statements" and "Part I, Item 1A. Risk Factors" contained in this Annual Report and in our other reports that we file from time to time with the SEC.
Executive Summary
Strategy and Outlook
InvenTrust Properties Corp. is a premier Sun Belt, multi-tenant essential retail REIT that owns, leases, redevelops, acquires, and manages grocery-anchored neighborhood and community centers, as well as high-quality power centers that often have a grocery component. We pursue our business strategy by acquiring retail properties in Sun Belt markets, opportunistically disposing of retail properties, and maintaining a flexible capital structure.
InvenTrust focuses on Sun Belt markets with favorable demographics, including above-average growth in population, employment, income and education levels. We believe these conditions create favorable demand characteristics for grocery-anchored and necessity-based retail centers, which will position us to capitalize on potential future rent increases while enjoying sustained occupancy at our centers. Our strategically located field offices are within a two-hour drive of over 95% of our properties which affords us the ability to respond to the needs of our tenants and provides us with in-depth local market knowledge. We believe that our Sun Belt portfolio of high quality grocery-anchored assets is a distinct differentiator for us in the marketplace.
Evaluation of Operating Performance and Financial Condition
In addition to measures of operating performance determined in accordance with U.S. generally accepted accounting principles ("GAAP"), management evaluates our operating performance and financial condition by focusing on the following financial and non-financial indicators, discussed in further detail herein:
•Net Operating Income ("NOI") and Same Property NOI, supplemental non-GAAP measures;
•Nareit Funds From Operations ("Nareit FFO") Applicable to Common Shares and Dilutive Securities, a supplemental non-GAAP measure;
•Core Funds From Operations ("FFO") Applicable to Common Shares and Dilutive Securities, a supplemental non-GAAP measure;
•Earnings Before Interest, Taxes, Depreciation, and Amortization ("EBITDA"), a supplemental non-GAAP measure;
•Adjusted EBITDA, a supplemental non-GAAP measure;
•Economic and leased occupancy and rental rates;
•Leasing activity and lease rollover;
•Operating expense levels and trends;
•General and administrative expense levels and trends;
•Debt maturities and leverage ratios; and
•Liquidity levels.
20
Recent Developments
Acquisitions and Mortgage Assumption
During the year ended December 31, 2024, we acquired the following properties:
| Date | Property | Anchor | Market | Square Feet | Gross Acquisition Price | Assumption of Mortgage Debt | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2/1/24 | The Plant (a) | Sprouts Farmers Market | Phoenix, AZ | 57 | $ | 29,500 | $ | 13,000 | |||||||
| 4/9/24 | Moores Mill | Publix | Atlanta Metro Area, GA | 70 | 28,000 | — | |||||||||
| 6/13/24 | Maguire Groves (b) | Publix | Orlando-Kissimmee, FL | 33 | 16,100 | — | |||||||||
| 8/6/24 | Scottsdale North Marketplace | AJ's Fine Foods | Phoenix, AZ | 66 | 23,000 | — | |||||||||
| 10/9/24 | Stonehenge Village | Wegmans | Richmond, VA | 214 | 62,100 | — | |||||||||
| 11/26/24 | The Forum | Target | Cape Coral-Fort Myers, FL | 186 | 41,370 | — | |||||||||
| 12/18/24 | Market at Mill Creek | Lowes Foods | Charleston-Berkeley-Dorchester, SC | 80 | 27,300 | — | |||||||||
| 12/18/24 | Nexton Square | N/A | Charleston-Berkeley-Dorchester, SC | 134 | 54,700 | — | |||||||||
| Total | 840 | $ | 282,070 | $ | 13,000 |
(a)The Company recognized a fair value adjustment of $0.4 million related to the mortgage payable secured by the property.
(b)Maguire Groves is immediately adjacent to Plantation Grove, a Publix anchored neighborhood center wholly-owned by the Company. The Company operates these properties under the Plantation Grove name.
Dispositions
During the year ended December 31, 2024, we disposed of the following properties:
| Date | Property | Market | Square Feet | Gross Disposition Price | Gain (Loss) on Sale, net | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 7/22/2024 | Eldridge Town Center & Windermere Village (a) | Houston - Sugar Land - Baytown, TX | N/A | $ | 602 | $ | 334 | |||||||
| 10/31/2024 | Stevenson Ranch | So. California - Los Angeles, CA | 187 | 57,800 | (614) | |||||||||
| 12/13/2024 | Eldridge Town Center & Windermere Village (b) | Houston - Sugar Land - Baytown, TX | 31 | 10,150 | 4,137 | |||||||||
| Total | 218 | $ | 68,552 | $ | 3,857 |
(a)This disposition was related to the completion of a partial condemnation at one retail property.
(b)This disposition included the sale of an outparcel at Eldridge Town Center and the entirety of Windermere Village. Subsequent to the transaction, the Company continues to operate the remaining property under the Eldridge Town Center name.
Debt
On June 5, 2024, we extinguished the $7.3 million and $8.4 million pooled mortgages payable secured by Plantation Grove and Suncrest Village, respectively.
On September 27, 2024, we extinguished the remaining $72.5 million pooled mortgage payable secured by Cyfair Town Center, Bay Colony, and Stables Town Center.
On October 23, 2024, we 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 six-month extension option.
Common Stock Offering
On September 25, 2024, we completed an underwritten public offering of our common stock at a price to the public of $28.00 per share. We issued and sold 9,200,000 shares of our common stock, including 1,200,000 shares issued in connection with the full exercise of the underwriters' over-allotment option. We received $247.3 million of net proceeds, after deducting $10.3 million in underwriting discounts and commissions.
ATM Program
During the quarter ended December 31, 2024, we raised $7.8 million of net proceeds, after $0.1 million in commissions, under our at-the-market equity offering program (the "ATM Program"), through the issuance of 254,082 shares of common stock at a weighted average price of $30.96 per share. As of December 31, 2024, $236.7 million of common stock remains available for issuance under the ATM Program.
21
Our Retail Portfolio
The following table summarizes our retail portfolio as of December 31, 2024 and 2023.
| Year ended December 31 | |||
|---|---|---|---|
| 2024 | 2023 | ||
| No. of properties | 68 | 62 | |
| GLA (square feet) | 10,972 | 10,324 | |
| Economic occupancy | 95.3% | 93.3% | |
| Leased occupancy | 97.4% | 96.2% | |
| ABR PSF | $20.07 | $19.48 |
Same Property Summary
Properties classified as same property were owned for the entirety of both periods presented ("Same Properties"). The following table summarizes the Same Properties of our retail portfolio for the years ended December 31, 2024 and 2023.
| Year ended December 31 | |||
|---|---|---|---|
| 2024 | 2023 | ||
| No. of properties | 56 | 56 | |
| GLA (square feet) | 8,916 | 8,890 | |
| Economic occupancy | 95.3% | 93.8% | |
| Leased occupancy | 97.6% | 96.4% | |
| ABR PSF | $20.34 | $19.82 |
Leasing Activity
The following tables summarize the activity for leases executed during the year ended December 31, 2024, compared with expiring or expired leases for the same or previous tenant for renewals, and the same unit for new leases. Of the retail portfolio's expiring GLA of 1.22 million square feet during the year ended December 31, 2024, 1.15 million square feet was re-leased, achieving a retention rate of approximately 94%.
| No. of Leases Executed | GLA SF (in thousands) | New Contractual Rent ($PSF)(b) | Prior Contractual Rent ($PSF)(b) | % Change over Prior Lease Rent (b) | Weighted Average Lease Term (Years) | Tenant Improvement Allowance ($PSF) | Lease Commissions ($PSF) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| All tenants | |||||||||||||||
| Comparable Renewal Leases (a) | 145 | 985 | $21.31 | $19.27 | 10.6% | 5.4 | $0.04 | $— | |||||||
| Comparable New Leases (a) | 26 | 102 | $28.95 | $24.83 | 16.6% | 10.3 | $30.49 | $13.03 | |||||||
| Non-Comparable Renewal and New Leases | 39 | 236 | $20.07 | N/A | N/A | 7.9 | $16.59 | $9.10 | |||||||
| Total | 210 | 1,323 | $22.03 | $19.79 | 11.3% | 6.2 | $5.34 | $2.63 | |||||||
| Anchor tenants (leases ten thousand square feet and over) | |||||||||||||||
| Comparable Renewal Leases (a) | 24 | 702 | $14.48 | $13.16 | 10.0% | 5.4 | $— | $— | |||||||
| Comparable New Leases (a) | 2 | 42 | $14.67 | $12.54 | 17.0% | 10.9 | $30.00 | $8.66 | |||||||
| Non-Comparable Renewal and New Leases | 5 | 141 | $10.92 | N/A | N/A | 7.6 | $10.89 | $5.86 | |||||||
| Total | 31 | 885 | $14.49 | $13.13 | 10.4% | 6.0 | $3.17 | $1.35 | |||||||
| Small shop tenants (leases under ten thousand square feet) | |||||||||||||||
| Comparable Renewal Leases (a) | 121 | 283 | $38.23 | $34.39 | 11.2% | 5.4 | $0.14 | $— | |||||||
| Comparable New Leases (a) | 24 | 60 | $39.05 | $33.56 | 16.4% | 9.9 | $30.83 | $16.12 | |||||||
| Non-Comparable Renewal and New Leases | 34 | 95 | $33.73 | N/A | N/A | 8.5 | $25.10 | $13.95 | |||||||
| Total | 179 | 438 | $38.37 | $34.25 | 12.0% | 6.7 | $9.72 | $5.21 |
(a)Comparable leases are leases that meet all of the following criteria: terms greater than or equal to one year, unit was vacant less than one year prior to executed lease, square footage of unit remains unchanged or within 10% of prior unit square footage, and has a rent structure consistent with the previous tenant.
(b)Non-comparable leases are not included in totals.
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Results of Operations
Comparison of results for the years ended December 31, 2024 and 2023
We generate substantially all of our earnings from property operations. Since January 1, 2023, we have acquired twelve retail properties and disposed of two retail properties.
The following table presents the changes in our income for the years ended December 31, 2024 and 2023.
| Year ended December 31 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | Increase (Decrease) | ||||||||
| Income | ||||||||||
| Lease income, net | $ | 272,440 | $ | 257,146 | $ | 15,294 | ||||
| Other property income | 1,534 | 1,450 | 84 | |||||||
| Other fee income | — | 80 | (80) | |||||||
| Total income | $ | 273,974 | $ | 258,676 | $ | 15,298 |
Lease income, net, for the year ended December 31, 2024 increased $15.3 million when compared to the same period in 2023, as a result of increases from properties acquired of $10.6 million, decreases from properties disposed of $2.1 million, and the following activity related to our Same Properties:
•$4.1 million of increased minimum base rent attributable to increased occupancy and ABR PSF,
•$2.3 million of increased common area maintenance and real estate tax recoveries,
•$0.8 million of net changes in credit losses and related reversals,
•$0.2 million of net increases in all other income, and
•$0.4 million increase in lease termination income, partially offset by:
•$1.0 million of net decreased amortization of market lease intangibles.
The following table presents the changes in our operating expenses for the years ended December 31, 2024 and 2023.
| Year ended December 31 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | Increase | ||||||||
| Operating expenses | ||||||||||
| Depreciation and amortization | $ | 113,948 | $ | 113,430 | $ | 518 | ||||
| Property operating | 43,413 | 42,832 | 581 | |||||||
| Real estate taxes | 36,441 | 34,809 | 1,632 | |||||||
| General and administrative | 33,172 | 31,797 | 1,375 | |||||||
| Total operating expenses | $ | 226,974 | $ | 222,868 | $ | 4,106 |
Depreciation and amortization increased $0.5 million as a result of:
•$5.8 million of increases from properties acquired, partially offset by:
•$0.5 million of decreases from properties disposed, and
•$4.8 million of decreased amortization from our Same Properties, primarily driven by in-place lease intangibles.
Property operating expenses increased $0.6 million as a result of:
•$1.2 million of increases from properties acquired, partially offset by:
•$0.3 million of net decreased costs from our Same Properties primarily driven by decreased repairs and maintenance costs and increased insurance costs, and
•$0.3 million of decreases from properties disposed.
Real estate taxes increased $1.6 million as a result of:
•$0.9 million of increases from properties acquired, and
•$1.0 million of increases from our Same Properties, and partially offset by:
•$0.3 million of decreases from properties disposed.
23
General and administrative expenses increased $1.4 million as a result of $0.8 million of increased stock-based compensation expense and $0.6 million of increased other compensation costs.
The following table presents the changes in our other income and expenses for the years ended December 31, 2024 and 2023.
| Year ended December 31 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | Change, net | ||||||||
| Other income (expense) | ||||||||||
| Interest expense, net | $ | (37,100) | $ | (38,138) | $ | 1,038 | ||||
| Loss on extinguishment of debt | — | (15) | 15 | |||||||
| Impairment of real estate assets | (3,854) | — | (3,854) | |||||||
| Gain on sale of investment properties, net | 3,857 | 2,691 | 1,166 | |||||||
| Equity in losses of unconsolidated entities | — | (557) | 557 | |||||||
| Other income and expense, net | 3,755 | 5,480 | (1,725) | |||||||
| Total other (expense) income, net | $ | (33,342) | $ | (30,539) | $ | (2,803) |
Interest expense, net
Interest expense, net, decreased $1.0 million primarily as a result of:
•decreased amortization of $1.7 million, partially offset by:
•increased interest expense of $0.7 million related to the $92.5 million pooled mortgage payable assumed from our previously owned unconsolidated joint venture, IAGM Retail Fund I, LLC ("IAGM") on October 17, 2023. On December 22, 2023, the Company partially paid down this mortgage debt by $20.0 million. On September 27, 2024, the Company extinguished the remaining $72.5 million pooled mortgage payable.
Impairment of real estate assets
During the year ended December 31, 2024, the Company recorded an impairment of real estate assets of $3.9 million on one retail property after receiving and accepting a letter of intent to purchase the property for less than its carrying value.
Gain on sale of investment properties, net
During the year ended December 31, 2024, the Company recognized a gain of $4.5 million on the completion of a partial condemnation and partial sale of one retail property and a loss of $0.6 million on the sale of one retail property. During the year ended December 31, 2023, the Company recognized a gain of $1.0 million on the completion of a partial condemnation at one retail property and a gain of $1.7 million on the sale of one retail property.
Equity in losses of unconsolidated entities
Equity in losses of unconsolidated entities decreased $0.6 million primarily as a result of the Company acquiring four retail properties from IAGM since January 1, 2023. On December 15, 2023, IAGM was fully liquidated. See "Note 6. Investment in Unconsolidated Entities" in the Notes to the Consolidated Financial Statements for additional information about the Company’s former joint venture.
Other income and expense, net
Other income and expense, net, decreased $1.7 million primarily as a result of decreased non-recurring income from non-operating activities.
24
Net Operating Income
We evaluate the performance of our retail properties based on NOI, which excludes general and administrative expenses, depreciation and amortization, other income and expense, net, impairment of real estate assets, gains (losses) from sales of properties, gains (losses) on extinguishment of debt, interest expense, net, equity in earnings (losses) from 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"). We bifurcate NOI into Same Property NOI and NOI from other investment properties based on whether the retail properties meet our Same Property criteria. NOI from other investment properties includes adjustments for the Company's captive insurance company. A total of 56 retail properties met our Same Property criteria for the years ended December 31, 2024 and 2023.
We believe the supplemental non-GAAP measure of NOI, and the bifurcation into same property NOI and NOI from other investment properties, are important measures in assessing operating performance and provide 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.
Reconciliation of Net Income to Non-GAAP Measures
The following table presents the reconciliation of net income, the most directly comparable GAAP measure, to NOI and Same Property NOI:
| Year ended December 31 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | Change, net | ||||||||
| Net income | $ | 13,658 | $ | 5,269 | $ | 8,389 | ||||
| Adjustments to reconcile to non-GAAP metrics: | ||||||||||
| Other income and expense, net | (3,755) | (5,480) | 1,725 | |||||||
| Equity in losses of unconsolidated entities | — | 557 | (557) | |||||||
| Interest expense, net | 37,100 | 38,138 | (1,038) | |||||||
| Loss on extinguishment of debt | — | 15 | (15) | |||||||
| Gain on sale of investment properties, net | (3,857) | (2,691) | (1,166) | |||||||
| Impairment of real estate assets | 3,854 | — | 3,854 | |||||||
| Depreciation and amortization | 113,948 | 113,430 | 518 | |||||||
| General and administrative | 33,172 | 31,797 | 1,375 | |||||||
| Other fee income | — | (80) | 80 | |||||||
| Adjustments to NOI (a) | (7,548) | (7,528) | (20) | |||||||
| NOI | 186,572 | 173,427 | 13,145 | |||||||
| NOI from other investment properties | (24,017) | (18,579) | (5,438) | |||||||
| Same Property NOI | $ | 162,555 | $ | 154,848 | $ | 7,707 |
(a)Adjustments to NOI include lease termination income and expense and GAAP Rent Adjustments.
25
Comparison of the components of Same Property NOI for the years ended December 31, 2024 and 2023
| Year ended December 31 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | Change | Variance | |||||||||||
| Minimum base rent | $ | 152,502 | $ | 148,304 | $ | 4,198 | 2.8 | % | ||||||
| Real estate tax recoveries | 29,463 | 28,184 | 1,279 | 4.5 | % | |||||||||
| Common area maintenance, insurance, and other recoveries | 28,788 | 27,799 | 989 | 3.6 | % | |||||||||
| Ground rent income | 14,674 | 14,760 | (86) | (0.6) | % | |||||||||
| Short-term and other lease income | 4,496 | 4,323 | 173 | 4.0 | % | |||||||||
| Provision for uncollectible billed rent and recoveries | (266) | (1,046) | 780 | (74.6) | % | |||||||||
| Other property income | 1,305 | 1,241 | 64 | 5.2 | % | |||||||||
| 230,962 | 223,565 | 7,397 | 3.3 | % | ||||||||||
| Property operating | 36,426 | 37,736 | (1,310) | (3.5) | % | |||||||||
| Real estate taxes | 31,981 | 30,981 | 1,000 | 3.2 | % | |||||||||
| 68,407 | 68,717 | (310) | (0.5) | % | ||||||||||
| Same Property NOI | $ | 162,555 | $ | 154,848 | $ | 7,707 | 5.0 | % |
Same Property NOI increased by $7.7 million, or 5.0%, when comparing the year ended December 31, 2024 to the same period in 2023, and was primarily a result of increased occupancy, ABR PSF, favorable lease spreads, and leases with advantageous fixed recovery terms.
Funds From Operations
The National Association of Real Estate Investment Trusts ("Nareit"), an industry trade group, has promulgated a widely accepted non-GAAP financial measure of operating performance known as Funds From Operations ("Nareit FFO"). Our Nareit FFO is net income (or loss) in accordance with GAAP, excluding gains (or losses) resulting from dispositions of properties, plus depreciation and amortization and impairment charges on depreciable real property. Adjustments for IAGM are calculated to reflect our proportionate share of the joint venture's funds from operations on the same basis.
In calculating Nareit FFO, impairment charges of depreciable real estate assets are added back even though the impairment charge may represent a permanent decline in value due to the decreased operating performance of the applicable property. Furthermore, because gains and losses from sales of property are excluded from Nareit FFO, it is consistent and appropriate that impairments, which are often early recognition of losses on prospective sales of property, also be excluded.
We believe Nareit FFO Applicable to Common Shares and Dilutive Securities, when considered with the financial statements determined in accordance with GAAP, is helpful to investors in understanding our performance because the historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time. Since real estate values historically rise and fall with market conditions, presentations of operating results for a REIT, using historical accounting for depreciation, could be less informative.
Core Funds From Operations ("Core FFO") is an additional supplemental non-GAAP financial measure of our operating performance. In particular, Core FFO provides an additional measure to compare the operating performance of different REITs without having to account for certain remaining amortization assumptions within Nareit FFO and other unique revenue and expense items which some may consider not pertinent to measuring a particular company's on-going operating performance. In that regard, we have historically used Core FFO as an input to our compensation plan to determine cash bonuses and measure the achievement of certain performance-based equity awards.
Our adjustments to Nareit FFO to arrive at Core FFO include removing the impact of (i) amortization of debt discounts and financing costs, (ii) amortization of market-lease intangibles and inducements, net, (iii) depreciation and amortization of corporate assets, (iv) straight-line rent adjustments, (v) gains (or losses) resulting from debt extinguishments (vi) other non-operating revenue and expense items which, in our judgment, are not pertinent to measuring on-going operating performance, and (vii) adjustments for IAGM to reflect our share of the ventures' Core FFO on the same basis. Our calculation of Core FFO Applicable to Common Shares and Dilutive Securities does not consider any capital expenditures.
26
Other REITs may use alternative methodologies for calculating similarly titled measures, which may not be comparable to our definition and calculation of Nareit FFO Applicable to Common Shares and Dilutive Securities or Core FFO Applicable to Common Shares and Dilutive Securities. Furthermore, Nareit FFO and Core FFO are not necessarily indicative of cash flow available to fund cash needs and should not be considered as alternatives to net income as an indication of our performance. Nareit FFO and Core FFO should not be considered as alternatives to our cash flows from operating, investing, and financing activities. Nor should Nareit FFO and Core FFO be considered as measures of liquidity, our ability to make cash distributions, or our ability to service our debt.
The following table presents the reconciliation of net income, the most directly comparable GAAP measure, to Nareit FFO Applicable to Common Shares and Dilutive Securities and Core FFO Applicable to Common Shares and Dilutive Securities:
| Year ended December 31 | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Net income | $ | 13,658 | $ | 5,269 | ||
| Depreciation and amortization of real estate assets | 113,055 | 112,578 | ||||
| Impairment of real estate assets | 3,854 | — | ||||
| Gain on sale of investment properties, net | (3,857) | (2,691) | ||||
| Unconsolidated joint venture adjustments (a) | — | 342 | ||||
| Nareit FFO Applicable to Common Shares and Dilutive Securities | 126,710 | 115,498 | ||||
| Amortization of market lease intangibles and inducements, net | (2,804) | (3,343) | ||||
| Straight-line rent adjustments, net | (3,400) | (3,349) | ||||
| Amortization of debt discounts and financing costs | 2,403 | 4,113 | ||||
| Depreciation and amortization of corporate assets | 893 | 852 | ||||
| Non-operating income and expense, net (b) | (1,033) | (1,821) | ||||
| Unconsolidated joint venture adjusting items, net (c) | — | (92) | ||||
| Core FFO Applicable to Common Shares and Dilutive Securities | $ | 122,769 | $ | 111,858 | ||
| Weighted average common shares outstanding - basic | 70,394,448 | 67,531,898 | ||||
| Dilutive effect of unvested restricted shares (d) | 616,120 | 281,282 | ||||
| Weighted average common shares outstanding - diluted | 71,010,568 | 67,813,180 | ||||
| Net income per diluted share | $ | 0.19 | $ | 0.08 | ||
| Per share adjustments for Nareit FFO | 1.59 | 1.62 | ||||
| Nareit FFO per diluted share | $ | 1.78 | $ | 1.70 | ||
| Per share adjustments for Core FFO | (0.05) | (0.05) | ||||
| Core FFO per diluted share | $ | 1.73 | $ | 1.65 |
(a)Reflects the Company’s share of adjustments for IAGM's Nareit FFO on the same basis as InvenTrust.
(b)Reflects items which are not pertinent to measuring on-going operating performance, such as miscellaneous and settlement income, and basis difference recognition arising from acquiring the four remaining properties of IAGM in 2023.
(c)Reflects the Company’s share of adjustments for IAGM's Core FFO on the same basis as InvenTrust.
(d)For purposes of calculating non-GAAP per share metrics, the Company applies the same denominator used in calculating diluted earnings per share in accordance with GAAP.
27
Earnings Before Interest, Taxes, Depreciation, and Amortization
Our measure of EBITDA is net income (or loss) in accordance with GAAP, excluding interest expense, net, income tax expense (or benefit), and depreciation and amortization. Adjustments for IAGM are calculated to reflect our proportionate share of the joint venture's EBITDA on the same basis.
Adjusted EBITDA is an additional supplemental non-GAAP financial measure of our operating performance. In particular, Adjusted EBITDA provides an additional measure to compare the operating performance of different REITs without having to account for certain remaining amortization assumptions within EBITDA, certain gains or losses remaining within EBITDA, and other unique revenue and expense items which some may consider not pertinent to measuring a particular company's on-going operating performance.
Our adjustments to EBITDA to arrive at Adjusted EBITDA include removing the impact of (i) gains (or losses) resulting from dispositions of properties, (ii) impairment charges on depreciable real property, (iii) amortization of market-lease intangibles and inducements, (vi) straight-line rent adjustments, (v) gains (or losses) resulting from debt extinguishments, (vi) other non-operating revenue and expense items which, in our judgment, are not pertinent to measuring on-going operating performance, (vii) adjustments for IAGM to reflect our share of the ventures' Adjusted EBITDA on the same basis.
The following table presents the reconciliation of net income, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA:
| Year ended December 31 | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Net income | $ | 13,658 | $ | 5,269 | ||
| Interest expense, net | 37,100 | 38,138 | ||||
| Income tax expense | 543 | 517 | ||||
| Depreciation and amortization | 113,948 | 113,430 | ||||
| Unconsolidated joint venture adjustments (a) | — | 417 | ||||
| EBITDA | 165,249 | 157,771 | ||||
| Impairment of real estate assets | 3,854 | — | ||||
| Gain on sale of investment properties, net | (3,857) | (2,691) | ||||
| Amortization of market-lease intangibles and inducements, net | (2,804) | (3,343) | ||||
| Straight-line rent adjustments, net | (3,400) | (3,349) | ||||
| Non-operating income and expense, net (b) | (1,033) | (1,821) | ||||
| Unconsolidated joint venture adjusting items, net (c) | — | (108) | ||||
| Adjusted EBITDA | $ | 158,009 | $ | 146,459 |
(a)Reflects the Company's share of adjustments for IAGM's EBITDA on the same basis as InvenTrust.
(b)Reflects items which are not pertinent to measuring on-going operating performance, such as miscellaneous and settlement income, and basis difference recognition arising from acquiring the four remaining properties of IAGM in 2023.
(c)Reflects the Company’s share of adjustments for IAGM's Adjusted EBITDA on the same basis as InvenTrust.
28
Liquidity and Capital Resources
Capital Investments and Leasing Costs
Operating retail properties generally require capital investments, including value-enhancing development and redevelopment projects and leasing commissions.
The following table summarizes the capital resources used for capital investments and leasing costs on a cash basis:
| Year ended December 31 | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Tenant improvements | $ | 9,096 | $ | 7,945 | ||
| Leasing costs | 3,762 | 3,888 | ||||
| Property improvements | 11,486 | 17,424 | ||||
| Capitalized indirect costs (a) | 1,435 | 1,929 | ||||
| Total capital expenditures and leasing costs | 25,779 | 31,186 | ||||
| Development and redevelopment direct costs | 9,253 | 3,788 | ||||
| Development and redevelopment indirect costs (a) | 1,084 | 770 | ||||
| Capital investments and leasing costs (b) | $ | 36,116 | $ | 35,744 |
(a)Indirect costs include capitalized interest, real estate taxes, insurance, and payroll costs.
(b)As of December 31, 2024 and 2023, total accrued capital investments and leasing costs were $3,620 and $2,562, respectively.
Short-Term Liquidity and Capital Resources
On a short-term basis, our principal uses for funds are to pay our operating and corporate expenses, interest and principal on our indebtedness, property capital expenditures, and to make distributions to our stockholders.
Our ability to maintain adequate liquidity for our operations in the future is dependent upon a number of factors, including our revenue, macroeconomic conditions, our ability to contain costs, including capital expenditures, and to collect rents and other receivables, and various other factors, many of which are beyond our control. We will continue to monitor our liquidity position and may seek to raise funds through debt or equity financing in the future to fund operations, significant investments or acquisitions that are consistent with our strategy. Our ability to raise these funds may also be diminished by other macroeconomic factors.
Long-Term Liquidity and Capital Resources
Our objectives are to maximize revenue generated by our retail platform, to further enhance the value of our retail properties to produce attractive current yield and long-term returns for our stockholders, and to generate sustainable and predictable cash flow from our operations to distribute to our stockholders.
Any future determination to pay distributions will be at the discretion of our Board and will depend on our financial condition, capital requirements, restrictions contained in current or future financing instruments, and such other factors as our Board deems relevant.
Our primary sources and uses of capital are as follows:
| Sources | Uses | |
|---|---|---|
| •Operating cash flows from our real estate investments;•Proceeds from sales of properties; •Proceeds from mortgage loan borrowings on properties;•Proceeds from corporate borrowings and debt financings;•Proceeds from any ATM Program activities or other equity offerings; and•Proceeds from our Series A and Series B Notes offering or other debt offerings. | •To invest in properties or fund acquisitions;•To fund development, re-development, maintenance and capital expenditures or leasing incentives;•To make distributions to our stockholders; •To service or pay down our debt; •To pay our operating expenses;•To repurchase shares of our common stock; and•To fund other general corporate uses. |
29
On September 25, 2024, we completed an underwritten public offering of our common stock at a price to the public of $28.00 per share. We issued and sold 9,200,000 shares of our common stock, including 1,200,000 shares issued in connection with the full exercise of the underwriters' over-allotment option. We received $247.3 million of net proceeds, after deducting $10.3 million in underwriting discounts and commissions.
In the first quarter of 2022, we entered into an ATM Program pursuant to which we may sell shares of our common stock up to an aggregate purchase price of $250.0 million. During the quarter ended December 31, 2024, we raised $7.8 million of net proceeds, after $0.1 million in commissions, under the ATM Program, through the issuance of 254,082 shares of common stock at a weighted average price of $30.96 per share. As of December 31, 2024, $236.7 million of common stock remains available for issuance under the ATM Program.
We believe our status as an NYSE-listed issuer will facilitate supplementing our capital sources by selling equity securities of the Company under the ATM Program or otherwise if and when we believe appropriate to do so. Also, from time to time, we may seek to acquire amounts of our outstanding common stock through cash purchases or exchanges for other securities. Such purchases or exchanges, if any, will depend on our liquidity requirements, contractual restrictions, and other factors. At this time, we believe our current sources of liquidity are sufficient to meet our short- and long-term cash demands.
Off Balance Sheet Arrangements
None.
Summary of Cash Flows
| Year ended December 31 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||||||
| Cash provided by operating activities | $ | 136,876 | $ | 129,621 | $ | 7,255 | ||||
| Cash used in investing activities | (240,535) | (79,718) | (160,817) | |||||||
| Cash provided by (used in) financing activities | 95,117 | (87,902) | 183,019 | |||||||
| Decrease in cash, cash equivalents and restricted cash | (8,542) | (37,999) | 29,457 | |||||||
| Cash, cash equivalents and restricted cash at beginning of year | 99,763 | 137,762 | (37,999) | |||||||
| Cash, cash equivalents and restricted cash at end of year | $ | 91,221 | $ | 99,763 | $ | (8,542) |
Cash provided by operating activities of $136.9 million and $129.6 million for the years ended December 31, 2024 and 2023, respectively, was generated primarily from income from property operations. Cash provided by operating activities increased $7.3 million when comparing 2024 to 2023, primarily as a result of acquisition activity in excess of disposition activity and general fluctuations in working capital. Since January 1, 2023, we have acquired twelve retail properties and disposed of two retail properties.
Cash used in investing activities of $240.5 million for the year ended December 31, 2024, was primarily the result of:
•$268.1 million for acquisitions of investment properties,
•$36.1 million for capital investments and leasing costs, and
•$1.4 million from other investing activities, which was partially offset by:
•$65.1 million from the sale of investment properties.
Cash used in investing activities of $79.7 million for the year ended December 31, 2023, was primarily the result of:
•$152.0 million for acquisitions of investment properties, and
•$35.8 million for capital investments and leasing costs, which were partially offset by:
•$95.1 million from distributions from unconsolidated entities,
•$12.6 million from the sale of investment properties, and
•$0.4 million from other investing activities.
30
Cash provided by financing activities of $95.1 million for the year ended December 31, 2024, was primarily the result of:
•$257.6 million in proceeds from the public offering of our common stock,
•$8.4 million from proceeds from the sale of common stock under the ATM and ESPP, which were partially offset by:
•$93.4 million for pay-off of debt and other financing activities,
•$62.8 million to pay distributions,
•$12.1 million for costs incurred in relation to sales of our common stock, and
•$2.6 million for the payment of tax withholdings for share-based compensation.
Cash used in financing activities of $87.9 million for the year ended December 31, 2023, was primarily the result of:
•$57.5 million to pay distributions,
•$33.8 million for pay-off of debt, debt prepayment penalties, principal payments of mortgage debt, payment of loan fees, and other financing activities, and
•$1.6 million for the payment of tax withholdings for share-based compensation, which was partially offset by:
•$5.0 million from net proceeds from the sale of common stock under the ESPP and ATM.
We consider 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. We maintain our cash and cash equivalents at major financial institutions. The combined account balances at one or more institutions generally exceed the FDIC insurance coverage. We periodically assess the credit risk associated with these financial institutions. We believe insignificant credit risk exists related to amounts on deposit in excess of FDIC insurance coverage.
Acquisitions and Dispositions of Real Estate Investments
In 2024, we acquired seven retail properties for an aggregate gross acquisition price of $282.1 million. In 2023, we acquired five retail properties for an aggregate gross acquisition price of $244.0 million.
In 2024, we disposed of one retail property and an outparcel adjacent to an existing retail property and completed a partial condemnation at one retail property for an aggregate gross disposition price of $68.6 million. In 2023, we disposed of one retail property for an aggregate gross disposition price of $13.1 million.
31
Distributions
During the year ended December 31, 2024, we declared cash distributions to our stockholders totaling $65.7 million and paid cash distributions of $62.8 million.
As we execute on our retail strategy, the Board evaluated and expects to continue evaluating our distribution rate on a periodic basis. See "Part I. Item 1. Business - Business Strategy" for more information regarding our retail strategy. The following table presents a historical summary of distributions declared, paid and reinvested.
| Year ended December 31 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2021 | 2020 | ||||||||||||||
| Distributions declared | $ | 65,697 | $ | 58,248 | $ | 55,337 | $ | 55,721 | $ | 54,604 | ||||||||
| Distributions paid | $ | 62,779 | $ | 57,491 | $ | 55,302 | $ | 55,561 | $ | 54,214 | ||||||||
| Distributions reinvested | $ | — | $ | — | $ | — | $ | — | $ | 185 |
Borrowings
Mortgages Payable, Maturities
The following table summarizes the scheduled maturities of our mortgages payable as of December 31, 2024.
| Scheduled maturities by year: | Principal Balance | |
|---|---|---|
| 2025 | $ | 35,880 |
| 2026 | — | |
| 2027 | 26,000 | |
| 2028 | — | |
| 2029 | 31,500 | |
| Thereafter | — | |
| Total mortgages payable | $ | 93,380 |
Credit Agreements, Maturities
The following table summarizes the outstanding borrowings under our unsecured term loans as of December 31, 2024.
| Maturity Date | Interest Rate | Principal Balance | |||||||
|---|---|---|---|---|---|---|---|---|---|
| $200.0 million 5 year | 9/22/26 | 2.81% (a) | $ | 100,000 | |||||
| $200.0 million 5 year | 9/22/26 | 2.81% (a) | 100,000 | ||||||
| $200.0 million 5.5 year | 3/22/27 | 2.78% (a) | 50,000 | ||||||
| $200.0 million 5.5 year | 3/22/27 | 2.84% (a) | 50,000 | ||||||
| $200.0 million 5.5 year | 3/22/27 | 4.99% (a) | 100,000 | ||||||
| Total | $ | 400,000 |
(a)Interest rates reflect the fixed rates achieved through the Company's interest rate swaps.
Senior Notes, Maturities
The following table summarizes the outstanding borrowings under our Senior Notes as of December 31, 2024.
| Maturity Date | Fixed Interest Rate | Principal Balance | |||||
|---|---|---|---|---|---|---|---|
| $150.0 million Series A | 8/11/29 | 5.07% | $ | 150,000 | |||
| $100.0 million Series B | 8/11/32 | 5.20% | 100,000 | ||||
| $ | 250,000 |
32
Contractual Obligations
We have obligations related to our mortgage loans, senior notes, term loans, and revolving credit facility as described in "Note 8. Debt" in the consolidated financial statements.
The following table presents our obligations to make future payments under debt and lease agreements as of December 31, 2024, exclusive of debt discounts and financing costs which are not future cash obligations.
| Payments due by year ending December 31 | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter | Total | ||||||||||||||||||||
| Long term debt: | ||||||||||||||||||||||||||
| Fixed rate debt, principal (a) | $ | 35,880 | $ | 200,000 | $ | 226,000 | $ | — | $ | 181,500 | $ | 100,000 | $ | 743,380 | ||||||||||||
| Interest | 30,467 | 27,891 | 17,089 | 14,853 | 11,081 | 13,578 | 114,959 | |||||||||||||||||||
| Total long term debt | 66,347 | 227,891 | 243,089 | 14,853 | 192,581 | 113,578 | 858,339 | |||||||||||||||||||
| Operating leases (b) | 511 | 517 | 529 | 522 | 493 | 293 | 2,865 | |||||||||||||||||||
| Grand total | $ | 66,858 | $ | 228,408 | $ | 243,618 | $ | 15,375 | $ | 193,074 | $ | 113,871 | $ | 861,204 |
(a)Includes variable rate debt swapped to fixed rates through the Company's interest rate swaps.
(b)Includes leases on corporate office spaces.
Critical Accounting Estimates
General
The accompanying consolidated financial statements have been prepared in accordance with GAAP, which require 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 collectibility of accounts receivable, allocating the purchase price of acquired retail properties, and evaluating the impairment of long-lived assets. We base these estimates, judgments and assumptions on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results may differ from these estimates.
Acquisition of Real Estate
We evaluate 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 generally capitalized and amortized over the useful life of the acquired assets. Generally, our acquisitions of real estate qualify as asset acquisitions.
We allocate the purchase price of real estate to land, building, other building improvements, tenant improvements, intangible assets and liabilities (such as the value of above- and below-market leases, in-place leases and origination costs associated with in-place leases). The values of above- and below-market leases are recorded as intangible assets and intangible liabilities, respectively, and are amortized as either a decrease (in the case of above-market leases) or an increase (in the case of below-market leases) to lease income, net over the remaining term of the associated tenant lease. The values, if any, associated with in-place leases are recorded in intangible assets and are amortized to depreciation and amortization expense over the remaining lease term.
The difference between the contractual rental rates and our 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.
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With the assistance of a third-party valuation specialist, we perform 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 our 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.
Impairment of Long Lived Assets
We assess the carrying values of our long-lived tangible and intangible assets whenever events or changes in circumstances indicate that they may not be fully recoverable. An example of an event or changed circumstance is a reduction in the expected holding 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, we recognize 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 our 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, discount and capitalization rates. These unobservable inputs are based on market conditions and the property's expected growth rates. Assumptions and estimates about future cash flows and discount and capitalization rates are complex and subjective. Changes in economic and operating conditions and in our ultimate investment intent that occur subsequent to the impairment analyses could impact these assumptions and result in additional impairment.
Our 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 our disposition strategy or changes in the marketplace may alter the expected hold period of a property which may result in an impairment loss and such loss could be material to the Company's financial condition or operating performance.
Inflation
With respect to current economic conditions and governmental fiscal policy, inflation has become a greater risk. Rising inflation may affect our and our tenants' expenses, including, without limitation, by increasing product prices and costs such as wages, benefits, taxes, property and casualty insurance, borrowing costs and utilities. We rely on the performance of our assets to increase revenues in order to keep pace with inflation. We may not be able to offset high rates of inflation through rent increases due to the long-term nature of some of our leases.
A number of our leases contain provisions designed to partially mitigate adverse impacts of inflation. Our leases typically require the tenant to pay its share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in these costs resulting from inflation, although some larger tenants have capped the amount of these operating costs they are responsible for. A portion of our leases also include clauses enabling us to receive percentage rents based on a tenant's gross sales above specified levels or rental escalation clauses which are typically based on increases in the Consumer Price Index or similar inflation indices.
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FY 2023 10-K MD&A
SEC filing source: 0001307748-24-000016.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis relates to the operations of the Company for the years ended December 31, 2023 and 2022 and its financial position as of December 31, 2023 and 2022. Discussion of 2021 items and year-to-year comparisons between 2022 and 2021 that are not included in this Annual Report can be found in "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended December 31, 2022. The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes included in this Annual Report. This discussion contains forward-looking statements about our business. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors discussed in "Forward-Looking Statements" and "Part I, Item 1A. Risk Factors" contained in this Annual Report and in our other reports that we file from time to time with the SEC.
Executive Summary
InvenTrust Properties Corp. is a premier Sun Belt, multi-tenant essential retail REIT that owns, leases, redevelops, acquires, and manages grocery-anchored neighborhood and community centers, as well as high-quality power centers that often have a grocery component. We pursue our business strategy by acquiring retail properties in Sun Belt markets, opportunistically disposing of retail properties, maintaining a flexible capital structure, and enhancing our environmental, social and governance practices and standards.
Current Strategy and Outlook
InvenTrust focuses on Sun Belt markets with favorable demographics, including above average growth in population, employment, income and education levels. We believe these conditions create favorable demand characteristics for grocery-anchored and necessity-based essential retail centers, which will position us to capitalize on potential future rent increases while benefiting from sustained occupancy at our centers. Our strategically located regional field offices are within a two-hour drive of over 95% of our properties which affords us the ability to respond to the needs of our tenants and provides us with in-depth local market knowledge. We believe that our Sun Belt portfolio of high quality grocery-anchored assets is a distinct differentiator for us in the marketplace.
Evaluation of Financial Condition and Operating Results
In addition to measures of operating performance determined in accordance with U.S generally accepted accounting principles ("GAAP"), management evaluates our financial condition and operating performance by focusing on the following financial and non-financial indicators, discussed in further detail herein:
•Net Operating Income ("NOI") and Same Property NOI, supplemental non-GAAP measures;
•NAREIT Funds From Operations ("NAREIT FFO") Applicable to Common Shares and Dilutive Securities, a supplemental non-GAAP measure;
•Core FFO Applicable to Common Shares and Dilutive Securities, a supplemental non-GAAP measure;
•Economic and leased occupancy and rental rates;
•Leasing activity and lease rollover;
•Operating expense levels and trends;
•General and administrative expense levels and trends;
•Debt maturities and leverage ratios; and
•Liquidity levels.
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Recent Developments
Joint Venture Acquisition and IAGM Dispositions
On January 18, 2023, we 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. 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. On December 15, 2023, IAGM was fully liquidated.
During the year ended December 31, 2023, IAGM disposed of the following properties:
| Date | Property | Metropolitan Area | Square Feet | Gross Disposition Price (a) | Gain on Sale | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| January 18, 2023 | Bay Colony | Houston, TX | 416 | $ | 79,100 | $ | 22,327 | |||||||
| January 18, 2023 | Blackhawk Town Center | Houston, TX | 127 | 26,300 | 12,632 | |||||||||
| January 18, 2023 | Cyfair Town Center | Houston, TX | 433 | 79,200 | 4,713 | |||||||||
| January 18, 2023 | Stables Town Center | Houston, TX | 148 | 37,000 | 5,536 | |||||||||
| Total | 1,124 | $ | 221,600 | $ | 45,208 |
(a)Disposition price and square feet for the joint venture disposition activity are reflected at 100%.
Acquisitions and Mortgage Assumptions
During the year ended December 31, 2023, we acquired the following properties:
| Date | Property | Grocer Anchor | Metropolitan Area | Square Feet | Gross Acquisition Price | Assumption of Mortgage Debt | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| January 18, 2023 | Bay Colony (a) | HEB | Houston, TX | 416 | $ | 79,100 | $ | 41,969 | ||||||||
| January 18, 2023 | Blackhawk Town Center (a) | HEB | Houston, TX | 127 | 26,300 | 13,008 | ||||||||||
| January 18, 2023 | Cyfair Town Center (a) | Kroger | Houston, TX | 433 | 79,200 | 30,880 | ||||||||||
| January 18, 2023 | Stables Town Center (a) | Kroger | Houston, TX | 148 | 37,000 | 6,611 | ||||||||||
| June 2, 2023 | The Shoppes at Davis Lake | Harris Teeter | Charlotte, NC | 91 | 22,400 | — | ||||||||||
| Total | 1,215 | $ | 244,000 | $ | 92,468 |
(a)We acquired these properties from our joint venture, IAGM.
Dispositions
During the year ended December 31, 2023, we disposed of the following properties:
| Date | Property | Metropolitan Area | Square Feet | Gross Disposition Price | Gain on Sale | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 20, 2023 | Shops at the Galleria (a) | Austin, TX | N/A | $ | 1,692 | $ | 984 | |||||||
| August 25, 2023 | Trowbridge Crossing | Atlanta, GA | 63 | 11,450 | 1,707 | |||||||||
| Total | 63 | $ | 13,142 | $ | 2,691 |
(a)This disposition was related to the completion of a partial condemnation at one retail property.
Debt
On February 6, 2023, the Company extinguished the $13.7 million mortgage payable secured by Renaissance Center with its available liquidity.
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. The maturity date of the mortgage debt is now November 2, 2024. 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.
ATM Program
During the quarter ended December 31, 2023, the Company raised $5.4 million of net proceeds, after $0.1 million in commissions, under its at-the-market equity offering program (the "ATM Program"), through the issuance of 208,040 shares of common stock at a weighted average price of $26.13 per share. As of December 31, 2023, $244.6 million of common stock remains available for issuance under the ATM Program.
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Our Retail Portfolio
As of December 31, 2023 and 2022, our wholly-owned and managed retail properties include grocery-anchored community and neighborhood centers and power centers, including those classified as necessity-based. For the year ended December 31, 2022, we have included results from IAGM properties at share when combined with our wholly-owned properties.
The following table summarizes our retail portfolio, on a wholly-owned, IAGM, and pro rata combined basis, as of December 31, 2023 and 2022.
| Wholly-Owned Retail Properties | IAGM Retail Properties | Pro Rata Combined Retail Portfolio | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | ||||||
| No. of properties | 62 | 58 | — | 4 | 62 | 62 | |||||
| GLA (square feet) | 10,324 | 9,171 | — | 1,125 | 10,324 | 9,790 | |||||
| Economic occupancy | 93.3% | 94.2% | —% | 90.2% | 93.3% | 93.9% | |||||
| Leased occupancy | 96.2% | 96.2% | —% | 93.6% | 96.2% | 96.1% | |||||
| ABR PSF | $19.48 | $19.26 | $— | $16.22 | $19.48 | $19.08 |
Summary by Center Type
Our retail properties consist of community and neighborhood centers and power centers.
•Community and neighborhood centers are generally open-air and designed for tenants that offer a wide array of merchandise and services, including groceries, soft goods and convenience-oriented offerings. Our community centers contain large anchor stores and a significant presence of national retail tenants. Our neighborhood centers are generally smaller open-air centers with a grocery store anchor and/or drugstore and other small service-type retailers.
•Power centers are generally larger and consist of several anchors, such as discount department stores, off-price stores, specialty grocers and warehouse clubs. Typically, the number of specialty tenants is limited and most are national or regional in scope.
The following tables summarize our retail portfolio, by center type, as of December 31, 2023 and 2022.
Community and neighborhood centers
| Wholly-Owned Retail Properties | IAGM Retail Properties | Pro Rata Combined Retail Portfolio | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | ||||||
| No. of properties | 50 | 46 | — | 4 | 50 | 50 | |||||
| GLA (square feet) | 6,800 | 5,647 | — | 1,125 | 6,800 | 6,266 | |||||
| Economic occupancy | 94.8% | 95.0% | —% | 90.2% | 94.8% | 94.5% | |||||
| Leased occupancy | 97.1% | 96.9% | —% | 93.6% | 97.1% | 96.6% | |||||
| ABR PSF | $20.22 | $20.36 | $— | $16.22 | $20.22 | $19.98 |
Power centers
| Wholly-Owned Retail Properties | IAGM Retail Properties | Pro Rata Combined Retail Portfolio | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | ||||||
| No. of properties | 12 | 12 | — | — | 12 | 12 | |||||
| GLA (square feet) | 3,524 | 3,524 | — | — | 3,524 | 3,524 | |||||
| Economic occupancy | 90.2% | 92.9% | —% | —% | 90.2% | 92.9% | |||||
| Leased occupancy | 94.2% | 95.1% | —% | —% | 94.2% | 95.1% | |||||
| ABR PSF | $18.00 | $17.45 | $— | $— | $18.00 | $17.45 |
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Same Property Summary
Properties classified as same property were owned for the entirety of both periods presented ("Same Properties"). The following table summarizes the Same Properties of our retail portfolio for the years ended December 31, 2023 and 2022.
| Year ended December 31 | |||
|---|---|---|---|
| 2023 | 2022 | ||
| No. of properties | 51 | 51 | |
| GLA (square feet) | 8,029 | 8,029 | |
| Economic occupancy | 93.4% | 94.1% | |
| Leased occupancy | 96.3% | 96.3% | |
| ABR PSF | $20.15 | $19.54 |
Leasing Activity
The following tables summarize the activity for leases that were executed during the year ended December 31, 2023, compared with expiring or expired leases for the same or previous tenant for renewals, and the same unit for new leases at the 62 properties in our retail portfolio. The Company's retail portfolio had GLA totaling 893 thousand square feet expiring during the year ended December 31, 2023, of which 802 thousand square feet was re-leased. This achieved a retention rate of approximately 90.0%.
| No. of Leases Executed | GLA SF (in thousands) | New Contractual Rent ($PSF)(b) | Prior Contractual Rent ($PSF)(b) | % Change over Prior Lease Rent (b) | Weighted Average Lease Term (Years) | Tenant Improvement Allowance ($PSF) | Lease Commissions ($PSF) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| All tenants | |||||||||||||||
| Comparable Renewal Leases (a) | 190 | 827 | $22.94 | $21.39 | 7.2% | 5.2 | $0.49 | $0.03 | |||||||
| Comparable New Leases (a) | 32 | 147 | $24.80 | $19.80 | 25.3% | 10.3 | $27.82 | $11.92 | |||||||
| Non-Comparable Renewal and New Leases | 77 | 444 | $21.64 | N/A | N/A | 6.7 | $14.03 | $6.83 | |||||||
| Total | 299 | 1,418 | $23.23 | $21.15 | 9.8% | 6.2 | $7.56 | $3.39 | |||||||
| Anchor tenants (leases ten thousand square feet and over) | |||||||||||||||
| Comparable Renewal Leases (a) | 13 | 409 | $12.47 | $11.62 | 7.3% | 5.0 | $— | $— | |||||||
| Comparable New Leases (a) | 3 | 85 | $17.50 | $12.94 | 35.2% | 10.6 | $27.00 | $9.97 | |||||||
| Non-Comparable Renewal and New Leases | 8 | 248 | $13.25 | N/A | N/A | 5.0 | $1.21 | $2.15 | |||||||
| Total | 24 | 742 | $13.34 | $11.85 | 12.6% | 5.6 | $3.49 | $1.86 | |||||||
| Small shop tenants (leases under ten thousand square feet) | |||||||||||||||
| Comparable Renewal Leases (a) | 177 | 418 | $33.21 | $30.97 | 7.2% | 5.3 | $0.98 | $0.06 | |||||||
| Comparable New Leases (a) | 29 | 62 | $34.86 | $29.10 | 19.8% | 9.9 | $28.95 | $14.61 | |||||||
| Non-Comparable Renewal and New Leases | 69 | 196 | $32.31 | N/A | N/A | 9.0 | $30.34 | $12.78 | |||||||
| Total | 275 | 676 | $33.43 | $30.73 | 8.8% | 6.8 | $12.04 | $5.08 |
(a)Comparable leases are leases that meet all of the following criteria: terms greater than or equal to one year, unit was vacant less than one year prior to executed lease, square footage of unit remains unchanged or within 10% of prior unit square footage, and has a rent structure consistent with the previous tenant.
(b)Non-comparable leases are not included in totals.
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Results of Operations
Comparison of results for the years ended December 31, 2023 and 2022
We generate substantially all of our earnings from property operations. Since January 1, 2022, we have acquired eleven retail properties and disposed of four retail properties.
The following table presents the changes in our income for the years ended December 31, 2023 and 2022.
| Year ended December 31 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | Increase (Decrease) | ||||||||
| Income | ||||||||||
| Lease income, net | $ | 257,146 | $ | 232,980 | $ | 24,166 | ||||
| Other property income | 1,450 | 1,161 | 289 | |||||||
| Other fee income | 80 | 2,566 | (2,486) | |||||||
| Total income | $ | 258,676 | $ | 236,707 | $ | 21,969 |
Lease income, net increased $24.2 million as a result of increases from properties acquired of $31.5 million, decreases from properties disposed of $9.1 million, and the following activity related to our Same Properties:
•$5.3 million of increased minimum rent attributable to increased ABR PSF and favorable lease spreads, and
•$0.3 million of increased common area maintenance and real estate tax recoveries, partially offset by:
•$2.4 million of decreased amortization of market lease intangibles and straight-line rent adjustments, and
•$1.4 million of net changes in credit losses and related reversals primarily attributable to lump sum rent collections from our cash basis tenants in 2022 pertaining to prior period rent charges.
Other fee income decreased $2.5 million as a result of the Company acquiring six retail properties from IAGM since January 1, 2022.
The following table presents the changes in our operating expenses for the years ended December 31, 2023 and 2022.
| Year ended December 31 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | Increase (Decrease) | ||||||||
| Operating expenses | ||||||||||
| Depreciation and amortization | $ | 113,430 | $ | 94,952 | $ | 18,478 | ||||
| Property operating | 42,832 | 40,239 | 2,593 | |||||||
| Real estate taxes | 34,809 | 32,925 | 1,884 | |||||||
| General and administrative | 31,797 | 33,342 | (1,545) | |||||||
| Total operating expenses | $ | 222,868 | $ | 201,458 | $ | 21,410 |
Depreciation and amortization increased $18.5 million as a result of:
•$23.1 million of increases from properties acquired, partially offset by:
•$2.9 million of decreases from properties disposed, and
•$1.7 million of decreased in-place lease intangible amortization from our Same Properties.
Property operating expenses increased $2.6 million as a result of:
•$5.4 million of increases from properties acquired, partially offset by:
•$1.2 million of decreased pre-leasing costs from our Same Properties, and
•$1.6 million of decreases from properties disposed.
Real estate taxes increased $1.9 million as a result of:
•$4.0 million of increases from properties acquired, partially offset by:
•$0.4 million of decreases from our Same Properties, and
•$1.7 million of decreases from properties disposed.
23
General and administrative expenses decreased $1.5 million as a result of:
•$2.1 million of decreased non-compensation costs, and
•$1.7 million of decreased other compensation costs, partially offset by:
•$2.3 million of increased stock-based compensation costs.
The following table presents the changes in our other income and expenses for the years ended December 31, 2023 and 2022.
| Year ended December 31 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | Change, net | ||||||||
| Other income (expense) | ||||||||||
| Interest expense, net | $ | (38,138) | $ | (26,777) | $ | (11,361) | ||||
| Loss on extinguishment of debt | (15) | (181) | 166 | |||||||
| Gain on sale of investment properties | 2,691 | 38,249 | (35,558) | |||||||
| Equity in (losses) earnings of unconsolidated entities | (557) | 3,663 | (4,220) | |||||||
| Other income and expense, net | 5,480 | 2,030 | 3,450 | |||||||
| Total other (expense) income, net | $ | (30,539) | $ | 16,984 | $ | (47,523) |
Interest expense, net
Interest expense, net, increased $11.4 million primarily as a result of:
•the private placement of our senior notes in August 2022, generating increased interest expense of $7.8 million,
•increased interest rates on our corporate term loans generating increased interest expense of $2.6 million,
•aggregate assumption of mortgages of $172.8 million since January 1, 2022, generating increased interest expense of $3.0 million, and
•increased amortization of debt issuance costs of $1.3 million, partially offset by:
•decreased balances on our corporate line of credit resulting in decreased interest expense of $1.3 million, and
•aggregate reduction of mortgage payable of $90.3 million since January 1, 2022, generating decreased interest expense of $2.0 million.
Loss on extinguishment of debt
During the year ended December 31, 2023, we recognized an insignificant loss on the extinguishment of total mortgages payable of $33.7 million. During the year ended December 31, 2022, we recognized an aggregate loss of $0.2 million on the extinguishment of total mortgages payable of $75.6 million.
Gain on sale of investment properties
During the year ended December 31, 2023, we recognized a gain of $1.0 million on the completion of a partial condemnation at one retail property and a gain of $1.7 million on the sale of one retail property. During the year ended December 31, 2022, we recognized a gain of $38.2 million on the sale of three retail properties.
Equity in (losses) earnings of unconsolidated entities
Equity in (losses) earnings of unconsolidated entities decreased $4.2 million primarily as a result of the Company acquiring six retail properties from IAGM since January 1, 2022.
Other income and expense, net
Other income and expense, net increased $3.5 million primarily as a result of increased interest income earned on cash and cash equivalents and non-recurring income from non-operating activities.
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Net Operating Income
We evaluate the performance of our retail properties based on NOI, which 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, interest expense, net, equity in earnings (losses) from 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"). We bifurcate NOI into Same Property NOI and NOI from other investment properties based on whether the retail properties meet our Same Property criteria. NOI from other investment properties includes adjustments for the Company's captive insurance company.
We believe the supplemental non-GAAP financial measures of NOI, same property NOI, and NOI from other investment properties provide added comparability across periods when evaluating our financial condition and operating performance that is not readily apparent from "Operating income" or "Net income" in accordance with GAAP.
Comparison of Same Property results for the years ended December 31, 2023 and 2022
A total of 51 wholly-owned retail properties met our Same Property criteria for the years ended December 31, 2023 and 2022. The following table presents the reconciliation of net income, the most directly comparable GAAP measure, to NOI and Same Property NOI for the years ended December 31, 2023 and 2022:
| Year ended December 31 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | Change, net | ||||||||
| Net income | $ | 5,269 | $ | 52,233 | $ | (46,964) | ||||
| Adjustments to reconcile to non-GAAP metrics: | ||||||||||
| Other income and expense, net | (5,480) | (2,030) | (3,450) | |||||||
| Equity in losses (earnings) of unconsolidated entities | 557 | (3,663) | 4,220 | |||||||
| Interest expense, net | 38,138 | 26,777 | 11,361 | |||||||
| Loss on extinguishment of debt | 15 | 181 | (166) | |||||||
| Gain on sale of investment properties | (2,691) | (38,249) | 35,558 | |||||||
| Depreciation and amortization | 113,430 | 94,952 | 18,478 | |||||||
| General and administrative | 31,797 | 33,342 | (1,545) | |||||||
| Other fee income | (80) | (2,566) | 2,486 | |||||||
| Adjustments to NOI (a) | (7,528) | (9,743) | 2,215 | |||||||
| NOI | 173,427 | 151,234 | 22,193 | |||||||
| NOI from other investment properties | (31,303) | (15,691) | (15,612) | |||||||
| Same Property NOI | $ | 142,124 | $ | 135,543 | $ | 6,581 |
(a)Adjustments to NOI include termination fee income and expense and GAAP Rent Adjustments.
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Comparison of the components of Same Property NOI for the years ended December 31, 2023 and 2022
| Year ended December 31 | Change | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | Variance | |||||||||||
| Lease income, net | $ | 203,231 | $ | 198,963 | $ | 4,268 | 2.1% | ||||||
| Other property income | 1,212 | 1,127 | 85 | 7.5% | |||||||||
| 204,443 | 200,090 | 4,353 | 2.2% | ||||||||||
| Property operating expenses | 33,841 | 35,695 | (1,854) | (5.2)% | |||||||||
| Real estate taxes | 28,478 | 28,852 | (374) | (1.3)% | |||||||||
| 62,319 | 64,547 | (2,228) | (3.5)% | ||||||||||
| Same Property NOI | $ | 142,124 | $ | 135,543 | $ | 6,581 | 4.9% |
Same Property NOI increased by $6.6 million, or 4.9%, when comparing the year ended December 31, 2023 to the same period in 2022, and was primarily a result of:
•$5.3 million of increased minimum rent attributable to increased ABR PSF and favorable lease spreads,
•$1.7 million of increased recoveries in excess of recoverable operating expenses, primarily attributable to leases with fixed recovery terms, and
•$1.0 million of decreased non-recoverable pre-leasing costs, partially offset by:
•$1.4 million of net changes in credit losses and related reversals primarily attributable to lump sum rent collections from our cash basis tenants in 2022 pertaining to prior period rent charges.
Funds From Operations
The National Association of Real Estate Investment Trusts ("NAREIT"), an industry trade group, has promulgated a widely accepted non-GAAP financial measure of operating performance known as Funds From Operations ("NAREIT FFO"). Our NAREIT FFO is net income (or loss) in accordance with GAAP, excluding gains (or losses) resulting from dispositions of properties, plus depreciation and amortization and impairment charges on depreciable real property. Adjustments for IAGM are calculated to reflect our proportionate share of the joint venture's funds from operations on the same basis.
In calculating NAREIT FFO, impairment charges of depreciable real estate assets are added back even though the impairment charge may represent a permanent decline in value due to the decreased operating performance of the applicable property. Furthermore, because gains and losses from sales of property are excluded from NAREIT FFO, it is consistent and appropriate that impairments, which are often early recognition of losses on prospective sales of property, also be excluded.
We believe NAREIT FFO Applicable to Common Shares and Dilutive Securities, when considered with the financial statements determined in accordance with GAAP, is helpful to investors in understanding our performance because the historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time. Since real estate values historically rise and fall with market conditions, presentations of operating results for a REIT, using historical accounting for depreciation, could be less informative.
Core Funds From Operations ("Core FFO") is an additional supplemental non-GAAP financial measure of our operating performance. In particular, Core FFO provides an additional measure to compare the operating performance of different REITs without having to account for certain remaining amortization assumptions within NAREIT FFO and other unique revenue and expense items which some may consider not pertinent to measuring a particular company's on-going operating performance. In that regard, we use Core FFO as an input to our compensation plan to determine cash bonuses and measure the achievement of certain performance-based equity awards.
Our adjustments to NAREIT FFO to arrive at Core FFO include removing the impact of (i) amortization of debt discounts and financing costs, (ii) amortization of market-lease intangibles and inducements, net, (iii) depreciation and amortization of corporate assets, (iv) straight-line rent adjustments, (v) gains (or losses) resulting from debt extinguishments (vi) other non-operating revenue and expense items which, in our judgement, are not pertinent to measuring on-going operating performance, (vii) adjustments for IAGM to reflect our share of the ventures' Core FFO on the same basis. Our calculation of Core FFO Applicable to Common Shares and Dilutive Securities does not consider any capital expenditures.
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Other REITs may use alternative methodologies for calculating similarly titled measures, which may not be comparable to our definition and calculation of NAREIT FFO Applicable to Common Shares and Dilutive Securities or Core FFO Applicable to Common Shares and Dilutive Securities. Furthermore, NAREIT FFO and Core FFO are not necessarily indicative of cash flow available to fund cash needs and should not be considered as alternatives to net income as an indication of our performance. NAREIT FFO and Core FFO should not be considered as alternatives to our cash flows from operating, investing, and financing activities. Nor should NAREIT FFO and Core FFO be considered as measures of liquidity, our ability to make cash distributions, or our ability to service our debt.
NAREIT FFO Applicable to Common Shares and Dilutive Securities and Core FFO Applicable to Common Shares and Dilutive Securities is calculated as follows:
| Year ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Net income | $ | 5,269 | $ | 52,233 | ||
| Depreciation and amortization related to investment properties | 112,578 | 94,142 | ||||
| Gain on sale of investment properties | (2,691) | (38,249) | ||||
| Unconsolidated joint venture adjustments (a) | 342 | 3,850 | ||||
| NAREIT FFO Applicable to Common Shares and Dilutive Securities | 115,498 | 111,976 | ||||
| Amortization of market-lease intangibles and inducements, net | (3,343) | (5,589) | ||||
| Straight-line rent adjustments, net | (3,349) | (3,815) | ||||
| Amortization of debt discounts and financing costs | 4,113 | 2,816 | ||||
| Adjusting items, net (b) | (969) | (18) | ||||
| Unconsolidated joint venture adjusting items, net (c) | (92) | 582 | ||||
| Core FFO Applicable to Common Shares and Dilutive Securities | $ | 111,858 | $ | 105,952 | ||
| Weighted average common shares outstanding - basic | 67,531,898 | 67,406,233 | ||||
| Dilutive effect of unvested restricted shares (d) | 281,282 | 119,702 | ||||
| Weighted average common shares outstanding - diluted | 67,813,180 | 67,525,935 | ||||
| Net income per diluted share | $ | 0.08 | $ | 0.77 | ||
| Per share adjustments for NAREIT FFO | 1.62 | 0.89 | ||||
| NAREIT FFO per diluted share | $ | 1.70 | $ | 1.66 | ||
| Per share adjustments for Core FFO | (0.05) | (0.09) | ||||
| Core FFO per diluted share | $ | 1.65 | $ | 1.57 |
(a)Represents our share of depreciation, amortization, and gain on sale related to investment properties held in IAGM.
(b)Adjusting items, net, are primarily loss on extinguishment of debt, depreciation and amortization of corporate assets, and non-operating income and expenses, net, which includes items which are not pertinent to measuring on-going operating performance, such as basis difference recognition arising from acquiring the four remaining properties of IAGM, and miscellaneous and settlement income.
(c)Represents our share of amortization of market lease intangibles and inducements, net, straight line rent adjustments, net and adjusting items, net related to IAGM.
(d)For purposes of calculating non-GAAP per share metrics, the same denominator is used as that which would be used in calculating diluted earnings per share in accordance with GAAP.
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Critical Accounting Estimates
General
The accompanying consolidated financial statements have been prepared in accordance with GAAP, which require 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 collectability of accounts receivable, allocating the purchase price of acquired retail properties, and evaluating the impairment of long-lived assets. We base these estimates, judgments and assumptions on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results may differ from these estimates.
Acquisition of Real Estate
We evaluate 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 generally capitalized and amortized over the useful life of the acquired assets. Generally, our acquisitions of real estate qualify as asset acquisitions.
We allocate the purchase price of real estate to land, building, other building improvements, tenant improvements, intangible assets and liabilities (such as the value of above- and below-market leases, in-place leases and origination costs associated with in-place leases). The values of above- and below-market leases are recorded as intangible assets and intangible liabilities, respectively, and are amortized as either a decrease (in the case of above-market leases) or an increase (in the case of below-market leases) to lease income, net over the remaining term of the associated tenant lease. The values, if any, associated with in-place leases are recorded in intangible assets and are amortized to depreciation and amortization expense over the remaining lease term.
The difference between the contractual rental rates and our 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.
With the assistance of a third-party valuation specialist, we perform 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 our 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.
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Impairment of Long Lived Assets
We assess the carrying values of our long-lived tangible and intangible assets whenever events or changes in circumstances indicate that they may not be fully recoverable. An example of an event or changed circumstance is a reduction in the expected holding 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, we recognize 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 our 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, discount and capitalization rates. These unobservable inputs are based on market conditions and the property's expected growth rates. Assumptions and estimates about future cash flows and discount and capitalization rates are complex and subjective. Changes in economic and operating conditions and in our ultimate investment intent that occur subsequent to the impairment analyses could impact these assumptions and result in additional impairment.
Our 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 our disposition strategy or changes in the marketplace may alter the expected hold period of a property which may result in an impairment loss and such loss could be material to the Company's financial condition or operating performance.
Liquidity and Capital Resources
Development, Re-development, Capital Expenditures and Tenant Improvements
The following table summarizes capital resources used for development and re-development, capital expenditures, and tenant improvements at our retail properties during the year ended December 31, 2023. These costs are classified as cash used in capital expenditures and tenant improvements and investment in development and re-development projects on the consolidated statements of cash flows during the year ended December 31, 2023.
| Development and Re-development | Capital Expenditures | Tenant Improvements | Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Direct costs | $ | 3,788 | (a) | $ | 17,284 | $ | 8,085 | (c) | $ | 29,157 | ||||
| Indirect costs | 770 | (b) | 1,929 | — | 2,699 | |||||||||
| Total | $ | 4,558 | $ | 19,213 | $ | 8,085 | $ | 31,856 |
(a)Direct development and re-development costs relate to construction of buildings at our retail properties.
(b)Indirect development and re-development costs relate to capitalized interest, real estate taxes, insurance, and payroll attributed to improvements at our retail properties.
(c)Direct costs relate to improvements to a tenant space that are either paid directly by us or reimbursed to the tenants.
Short-Term Liquidity and Capital Resources
On a short-term basis, our principal uses for funds are to pay our operating and corporate expenses, interest and principal on our indebtedness, property capital expenditures, and to make distributions to our stockholders.
Our ability to maintain adequate liquidity for our operations in the future is dependent upon a number of factors, including our revenue, macroeconomic conditions, our ability to contain costs, including capital expenditures, and to collect rents and other receivables, and various other factors, many of which are beyond our control. We will continue to monitor our liquidity position and may seek to raise funds through debt or equity financing in the future to fund operations, significant investments or acquisitions that are consistent with our strategy. Our ability to raise these funds may also be diminished by other macroeconomic factors.
Long-Term Liquidity and Capital Resources
Our objectives are to maximize revenue generated by our retail platform, to further enhance the value of our retail properties to produce attractive current yield and long-term returns for our stockholders, and to generate sustainable and predictable cash flow from our operations to distribute to our stockholders.
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Any future determination to pay distributions will be at the discretion of our Board and will depend on our financial condition, capital requirements, restrictions contained in current or future financing instruments, and such other factors as our Board deems relevant. In November 2023, our Board approved an increase to our annual distribution rate effective for the quarterly distribution to be paid in April 2024.
Our primary sources and uses of capital are as follows:
| Sources | Uses | |
|---|---|---|
| •Operating cash flows from our real estate investments;•Proceeds from sales of properties; •Proceeds from mortgage loan borrowings on properties;•Proceeds from corporate borrowings and debt financings;•Proceeds from any ATM Program activities; and•Proceeds from our Series A and Series B Notes offering. | •To invest in properties or fund acquisitions;•To fund development, re-development, maintenance and capital expenditures or leasing incentives;•To make distributions to our stockholders; •To service or pay down our debt; •To pay our operating expenses;•To repurchase shares of our common stock; and•To fund other general corporate uses. |
We believe our listing on the NYSE will facilitate supplementing these sources by selling equity securities of the Company if and when we believe appropriate to do so. Also, from time to time, we may seek to acquire additional amounts of our outstanding common stock through cash purchases or exchanges for other securities. Such purchases or exchanges, if any, will depend on our liquidity requirements, contractual restrictions, and other factors.
In the first quarter of 2022, we entered into an ATM Program pursuant to which we may sell shares of our common stock up to an aggregate purchase price of $250.0 million. In the fourth quarter of 2023, we 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, 2023, $244.6 million of common stock remains available for issuance under the ATM Program.
In the third quarter of 2023, Fitch Ratings, Inc. ("Fitch") affirmed our Long-Term Issuer Default Rating (IDR) at 'BBB-'. In addition, Fitch affirmed our senior unsecured debt at 'BBB-'. Our investment grade Rating Outlook is Stable.
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 the Note Purchase Agreement. 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.
Off Balance Sheet Arrangements
The Company does not have off balance sheet arrangements other than its joint venture, IAGM, as disclosed in "Part IV. Item 8. Note 6. Investment in Unconsolidated Entities."
Summary of Cash Flows
| Year ended December 31, | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||||||
| Cash provided by operating activities | $ | 129,621 | $ | 125,795 | $ | 3,826 | ||||
| Cash used in investing activities | (79,718) | (144,461) | 64,743 | |||||||
| Cash (used in) provided by financing activities | (87,902) | 111,574 | (199,476) | |||||||
| Decrease in cash, cash equivalents and restricted cash | (37,999) | 92,908 | (130,907) | |||||||
| Cash, cash equivalents and restricted cash at beginning of year | 137,762 | 44,854 | 92,908 | |||||||
| Cash, cash equivalents and restricted cash at end of year | $ | 99,763 | $ | 137,762 | $ | (37,999) |
Cash provided by operating activities of $129.6 million and $125.8 million for the years ended December 31, 2023 and 2022, respectively, was generated primarily from income from property operations. Cash provided by operating activities increased $3.8 million when comparing 2023 to 2022, primarily as a result of acquisition activity in excess of disposition activity and general fluctuations in working capital. Since January 1, 2022, we have acquired eleven retail properties and disposed of four retail properties.
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Cash used in investing activities of $79.7 million for the year ended December 31, 2023, was primarily the result of:
•$152.0 million for acquisitions of investment properties, and
•$35.8 million for capital investments and leasing costs, which were partially offset by:
•$95.1 million from distributions from unconsolidated entities,
•$12.6 million from the sale of investment properties, and
•$0.4 million from other investing activities.
Cash used in investing activities of $144.5 million for the year ended December 31, 2022, was primarily the result of:
•$235.0 million for acquisitions of investment properties,
•$33.2 million for capital investments and leasing costs, and
•$1.2 million for other investing cash outflows, which were partially offset by:
•$77.5 million from the sale of investment properties, and
•$47.4 million from distributions from unconsolidated entities.
Cash used in financing activities of $87.9 million for the year ended December 31, 2023, was primarily the result of:
•$33.8 million for pay-offs of debt, principal payments of mortgage debt, payment of loan fees and other deposits, and other financing activities,
•$57.5 million to pay distributions, and
•$1.6 million for the payment of tax withholdings for share-based compensation, which were partially offset by:
•$5.0 million from net proceeds from the sale of common stock under the ESPP and ATM.
Cash provided by financing activities of $111.6 million for the year ended December 31, 2022, was primarily the result of:
•$250.0 million from our issuance of senior notes, and
•$112.0 million drawn from our line of credit, which were partially offset by:
•$143.0 million repaid on our line of credit,
•$50.5 million for pay-offs of debt, debt prepayment penalties, principal payments of mortgage debt, payment of loan fees and other deposits, and other financing activities,
•$55.3 million to pay distributions, and
•$1.6 million for the payment of tax withholdings for share-based compensation.
We consider 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. We maintain our cash and cash equivalents at major financial institutions. The combined account balances at one or more institutions generally exceed the FDIC insurance coverage. We periodically assess the credit risk associated with these financial institutions. We believe insignificant credit risk exists related to amounts on deposit in excess of FDIC insurance coverage.
Acquisitions and Dispositions of Real Estate Investments
In 2023, we acquired five retail properties for an aggregate gross acquisition price of $244.0 million. In 2022, we acquired six retail properties and an outparcel adjacent to an existing retail property for an aggregate gross acquisition price of $319.1 million.
In 2023, we disposed of one retail property and completed a partial condemnation at one retail property for an aggregate gross disposition price of $13.1 million. In 2022, we disposed of three retail properties for an aggregate gross disposition price of $110.5 million.
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Distributions
During the year ended December 31, 2023, we declared cash distributions to our stockholders totaling $58.2 million and paid cash distributions of $57.5 million.
As we execute on our retail strategy, the Board evaluated and expects to continue to evaluate our distribution rate on a periodic basis. See "Part I. Item 1. Business - Current Strategy and Outlook" for more information regarding our retail strategy. The following table presents a historical summary of distributions declared, paid and reinvested.
| Year ended December 31, | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | 2020 | 2019 | ||||||||||||||
| Distributions declared | $ | 58,248 | $ | 55,337 | $ | 55,721 | $ | 54,604 | $ | 53,473 | ||||||||
| Distributions paid | $ | 57,491 | $ | 55,302 | $ | 55,561 | $ | 54,214 | $ | 53,250 | ||||||||
| Distributions reinvested | $ | — | $ | — | $ | — | $ | 185 | $ | 50 |
Borrowings
Mortgages Payable, Maturities
The following table summarizes the scheduled maturities of our mortgages payable as of December 31, 2023.
| Scheduled maturities by year: | As of December 31, 2023 | |
|---|---|---|
| 2024 | $ | 88,168 |
| 2025 | 22,880 | |
| 2026 | — | |
| 2027 | 26,000 | |
| 2028 | — | |
| Thereafter | 31,500 | |
| Total mortgages payable | $ | 168,548 |
Credit Agreements, Maturities
The following table summarizes the outstanding borrowings under our unsecured term loans as of December 31, 2023.
| Principal Balance | Interest Rate | Maturity Date | |||||
|---|---|---|---|---|---|---|---|
| $200.0 million 5 year - swapped to fixed rate | $ | 100,000 | 2.81% (a) | September 22, 2026 | |||
| $200.0 million 5 year - swapped to fixed rate | 100,000 | 2.81% (a) | September 22, 2026 | ||||
| $200.0 million 5.5 year - swapped to fixed rate | 50,000 | 2.77% (a) | March 22, 2027 | ||||
| $200.0 million 5.5 year - swapped to fixed rate | 50,000 | 2.76% (a) | March 22, 2027 | ||||
| $200.0 million 5.5 year - swapped to fixed rate | 100,000 | 4.99% (a) | March 22, 2027 | ||||
| Total unsecured term loans | $ | 400,000 |
(a)Interest rates reflect the fixed rates achieved through the Company's interest rate swaps.
Senior Notes, Maturities
The following table summarizes the outstanding borrowings under our Senior Notes as of December 31, 2023.
| Principal Balance | Fixed Interest Rate | Maturity Date | |||||
|---|---|---|---|---|---|---|---|
| $150.0 million Series A | $ | 150,000 | 5.07% | August 11, 2029 | |||
| $100.0 million Series B | 100,000 | 5.20% | August 11, 2032 | ||||
| $ | 250,000 |
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Contractual Obligations
We have obligations related to our mortgage loans, senior notes, term loans, and revolving credit facility as described in "Note 8. Debt" in the consolidated financial statements.
The following table presents our obligations to make future payments under debt and lease agreements as of December 31, 2023, exclusive of debt discounts and issuance costs which are not future cash obligations.
| Payments due by year ending December 31, | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2026 | 2027 | 2028 | Thereafter | Total | ||||||||||||||||||||
| Long term debt: | ||||||||||||||||||||||||||
| Fixed rate debt, principal (a) | $ | 15,700 | $ | 22,880 | $ | 200,000 | $ | 226,000 | $ | — | $ | 281,500 | $ | 746,080 | ||||||||||||
| Variable rate debt, principal | 72,468 | — | — | — | — | — | 72,468 | |||||||||||||||||||
| Interest | 33,861 | 29,532 | 27,141 | 16,339 | 14,103 | 24,629 | 145,605 | |||||||||||||||||||
| Total long term debt | 122,029 | 52,412 | 227,141 | 242,339 | 14,103 | 306,129 | 964,153 | |||||||||||||||||||
| Operating leases (b) | 628 | 511 | 517 | 529 | 522 | 786 | 3,493 | |||||||||||||||||||
| Grand total | $ | 122,657 | $ | 52,923 | $ | 227,658 | $ | 242,868 | $ | 14,625 | $ | 306,915 | $ | 967,646 |
(a)Includes variable rate debt swapped to fixed rates through the Company's interest rate swaps.
(b)Includes leases on corporate office spaces.
Inflation
With respect to current economic conditions and governmental fiscal policy, inflation has become a greater risk. Rising inflation may affect our and our tenants' expenses, including, without limitation, by increasing product prices and costs such as wages, benefits, taxes, property and casualty insurance, borrowing costs and utilities. We rely on the performance of our assets to increase revenues in order to keep pace with inflation. We may not be able to offset high rates of inflation through rent increases due to the long-term nature of some of our leases.
A number of our leases contain provisions designed to partially mitigate adverse impacts of inflation. Our leases typically require the tenant to pay its share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in these costs resulting from inflation, although some larger tenants have capped the amount of these operating costs they are responsible for. A portion of our leases also include clauses enabling us to receive percentage rents based on a tenant's gross sales above specified levels or rental escalation clauses which are typically based on increases in the Consumer Price Index or similar inflation indices.
FY 2022 10-K MD&A
SEC filing source: 0001307748-23-000031.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis relates to the operations of the Company for the years ended December 31, 2022 and 2021 and its financial position as of December 31, 2022 and 2021. Discussion of 2020 items and year-to-year comparisons between 2021 and 2020 that are not included in this Annual Report can be found in "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended December 31, 2021. The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes included in this Annual Report. This discussion contains forward-looking statements about our business. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors discussed in "Forward-Looking Statements" and "Part I-Item 1A. Risk Factors" contained in this Annual Report and in our other reports that we file from time to time with the SEC.
Executive Summary
InvenTrust is a premier Sun Belt, multi-tenant essential retail REIT that owns, leases, redevelops, acquires, and manages grocery-anchored neighborhood and community centers, as well as high-quality power centers that often have a grocery component. We pursue our business strategy by:
•Acquiring retail properties in Sun Belt markets;
•Opportunistically disposing of retail properties;
•Maintaining a flexible capital structure; and
•Enhancing our environmental, social and governance practices and standards.
Current Strategy and Outlook
InvenTrust focuses on Sun Belt grocery-anchored neighborhood and community centers, and select power centers that often have a grocery component, in markets with favorable demographics, including above average growth in population, employment, income and education levels. We believe these conditions create favorable demand characteristics for grocery-anchored and necessity-based essential retail centers, which will position us to capitalize on potential future rent increases while benefiting from sustained occupancy at our centers. Our strategically located regional field offices are within a two-hour drive of over 95% of our properties which affords us the ability to respond to the needs of our tenants and provides us with in-depth local market knowledge. We believe that our Sun Belt portfolio of high quality grocery-anchored assets is a distinct differentiator for us in the marketplace.
Evaluation of Financial Condition and Operating Results
Historically, management has evaluated our financial condition and operating performance by focusing on the following financial and non-financial indicators, discussed in further detail herein:
•Net Operating Income ("NOI") and Same Property NOI, supplemental non-GAAP measures;
•NAREIT Funds From Operations ("NAREIT FFO") Applicable to Common Shares and Dilutive Securities, a supplemental non-GAAP measure;
•Core FFO Applicable to Common Shares and Dilutive Securities, a supplemental non-GAAP measure;
•Cash flow from operations as determined in accordance with GAAP;
•Economic and leased occupancy and rental rates;
•Leasing activity and lease rollover;
•Operating expense levels and trends;
•General and administrative expense levels and trends;
•Debt maturities and leverage ratios; and
•Liquidity levels.
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Recent Developments
Acquisitions and Mortgage Assumptions
During the year ended December 31, 2022, we acquired the following properties:
| Date | Property | Grocer Anchor | Metropolitan Area | Square Feet | Gross Acquisition Price | Assumption of Mortgage Debt | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| February 2, 2022 | Shops at Arbor Trails | Costco, Whole Foods Market | Austin-Round Rock, TX | 357 | $ | 112,190 | $ | 31,500 | ||||||||
| February 2, 2022 | Escarpment Village | HEB | Austin-Round Rock, TX | 170 | 77,150 | 26,000 | ||||||||||
| April 21, 2022 | The Highlands of Flower Mound (a) | Target | Dallas-Fort Worth-Arlington, TX | 175 | 38,000 | 22,880 | ||||||||||
| May 4, 2022 | Bay Landing | The Fresh Market | Cape Coral-Fort Myers, FL | 63 | 10,425 | — | ||||||||||
| June 10, 2022 | Kyle Marketplace - Outparcel | N/A | Austin-Round Rock, TX | — | 705 | — | ||||||||||
| October 28, 2022 | Eastfield Village | Food Lion | Charlotte-Gastonia-Concord, NC | 96 | 22,500 | — | ||||||||||
| December 16, 2022 | Stone Ridge Market (a) | HEB Plus | San Antonio, TX | 219 | 58,100 | — | ||||||||||
| Total | 1,080 | $ | 319,070 | $ | 80,380 |
(a)We acquired these properties from our joint venture, IAGM.
Dispositions
During the year ended December 31, 2022, we disposed of the following properties:
| 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 | |||||||||
| Total | 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.
IAGM Dispositions and Mortgage Payoffs
During the year ended December 31, 2022, IAGM disposed of the following properties:
| Date | Property | Metropolitan Area | Square Feet | Gross Disposition Price | Gain (Loss) on Sale | Our Share of Gain (Loss) on Sale | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| March 3, 2022 | Price Plaza (a) | Houston-Sugar Land-Baytown, TX | 206 | $ | 39,100 | $ | 3,751 | $ | 2,063 | |||||||||
| April 21, 2022 | The Highlands of Flower Mound (b) | Dallas-Fort Worth-Arlington, TX | 175 | 38,000 | 1,244 | 684 | ||||||||||||
| December 16, 2022 | Stone Ridge Market (b)(c) | San Antonio, TX | 219 | 58,100 | 12,287 | 6,758 | ||||||||||||
| December 22, 2022 | Stables Town Center I (d) | Houston-Sugar Land-Baytown, TX | 43 | 7,800 | (244) | (135) | ||||||||||||
| Total | 643 | $ | 143,000 | $ | 17,038 | $ | 9,370 |
(a)The property's buyer assumed a $17.8 million mortgage payable secured by the property.
(b)These properties were acquired by the Company.
(c)IAGM paid off the property's $28.1 million mortgage payable with proceeds from the sale.
(d)IAGM paid down $5.4 million of the senior secured pooled loan with proceeds from the sale.
21
Share Repurchase Program
On February 23, 2022, we established a share repurchase program (the "SRP") of up to $150.0 million of our outstanding shares of common stock. The SRP may be suspended or discontinued at any time, and does not obligate us to repurchase any dollar amount or particular amount of shares. As of December 31, 2022, we have not repurchased any common stock under the SRP.
Debt
On March 4, 2022, we paid off a $22.3 million mortgage payable at Pavilion at La Quinta using cash on hand and recognized a loss on debt extinguishment of $0.1 million.
On October 6, 2022, we paid off a $24.7 million mortgage payable secured by University Oaks Shopping Center with cash on hand and recognized a loss on debt extinguishment of $0.01 million.
ATM Program
On March 7, 2022,we established an at-the-market equity offering program (the "ATM Program") pursuant to which we may sell from time to time up to an aggregate of $250.0 million shares of our common stock. In connection with the ATM Program, we may sell shares of our 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.
Reduction of Authorized Shares
On April 28, 2022, we filed an amendment to our 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 by the Company 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 as of December 31, 2022.
Credit Agreements
On May 11, 2022, we transitioned our revolving credit agreement and term loan agreement from the 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 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, we 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.
We 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.
22
Our Retail Portfolio
Our wholly-owned and managed retail properties include grocery-anchored community and neighborhood centers and power centers, including those classified as necessity-based. As of December 31, 2022, we owned or had an interest in 62 retail properties with a GLA of approximately 10.3 million square feet, which includes 4 retail properties with a GLA of approximately 1.1 million square feet owned through the Company's 55% ownership interest in an unconsolidated joint venture, IAGM.
The following table summarizes our retail portfolio, on a wholly-owned, IAGM, and pro rata combined basis, as of December 31, 2022 and 2021.
| Wholly-Owned Retail Properties | IAGM Retail Properties | Pro Rata Combined Retail Portfolio | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | ||||||
| No. of properties | 58 | 55 | 4 | 7 | 62 | 62 | |||||
| GLA (square feet) | 9,171 | 8,560 | 1,125 | 1,768 | 9,790 | 9,532 | |||||
| Economic occupancy | 94.2% | 93.4% | 90.2% | 87.6% | 93.9% | 92.8% | |||||
| Leased occupancy | 96.2% | 94.6% | 93.6% | 88.2% | 96.1% | 93.9% | |||||
| ABR PSF | $19.26 | $18.76 | $16.22 | $16.98 | $19.08 | $18.59 |
Retail Portfolio Summary by Center Type
Our retail properties consist of community and neighborhood centers and power centers.
•Community and neighborhood centers are generally open-air and designed for tenants that offer a wide array of merchandise and services, including groceries, soft goods and convenience-oriented offerings. Our community centers contain large anchor stores and a significant presence of national retail tenants. Our neighborhood centers are generally smaller open-air centers with a grocery store anchor and/or drugstore and other small service-type retailers.
•Power centers are generally larger and consist of several anchors, such as discount department stores, off-price stores, specialty grocers and warehouse clubs. Typically, the number of specialty tenants is limited and most are national or regional in scope.
The following tables summarize our retail portfolio, by center type, as of December 31, 2022 and 2021.
Community and neighborhood centers
| Wholly-Owned Retail Properties | IAGM Retail Properties | Pro Rata Combined Retail Portfolio | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | ||||||
| No. of properties | 46 | 43 | 4 | 5 | 50 | 48 | |||||
| GLA (square feet) | 5,647 | 4,984 | 1,125 | 1,387 | 6,266 | 5,747 | |||||
| Economic occupancy | 95.0% | 94.1% | 90.2% | 86.1% | 94.5% | 93.1% | |||||
| Leased occupancy | 96.9% | 95.0% | 93.6% | 86.8% | 96.6% | 93.9% | |||||
| ABR PSF | $20.36 | $19.93 | $16.22 | $17.02 | $19.98 | $19.57 |
Power centers
| Wholly-Owned Retail Properties | IAGM Retail Properties | Pro Rata Combined Retail Portfolio | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | ||||||
| No. of properties | 12 | 12 | — | 2 | 12 | 14 | |||||
| GLA (square feet) | 3,524 | 3,576 | — | 381 | 3,524 | 3,785 | |||||
| Economic occupancy | 92.9% | 92.3% | —% | 93.1% | 92.9% | 92.3% | |||||
| Leased occupancy | 95.1% | 93.9% | —% | 93.1% | 95.1% | 93.9% | |||||
| ABR PSF | $17.45 | $17.10 | $— | $16.85 | $17.45 | $17.08 |
23
Same Property Retail Portfolio Summary
Properties classified as same property were owned for the entirety of both periods presented ("Same Properties"). The following table summarizes the GLA, economic occupancy and ABR PSF of Same Properties included in our retail portfolio for the years ended December 31, 2022 and 2021.
| Wholly-Owned Retail Properties | IAGM Retail Properties | Pro Rata Combined Retail Portfolio | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | ||||||
| No. of properties | 51 | 51 | 4 | 4 | 55 | 55 | |||||
| GLA (square feet) | 7,859 | 7,860 | 1,125 | 1,125 | 8,477 | 8,479 | |||||
| Economic occupancy | 94.6% | 93.6% | 90.2% | 86.6% | 94.3% | 93.1% | |||||
| Leased occupancy | 96.2% | 94.9% | 93.6% | 87.2% | 96.1% | 94.3% | |||||
| ABR PSF | $19.44 | $18.82 | $16.22 | $15.64 | $19.22 | $18.60 |
Leasing Activity, Pro Rata Combined Retail Portfolio
The following tables summarize the leasing activity for leases that were executed during the year ended December 31, 2022, compared with expiring or expired leases for the same or previous tenant for renewals and the same unit for new leases at the 62 properties in our Pro Rata Combined Retail Portfolio. These tables do not include rent deferral lease amendments executed as a result of the impact of the COVID-19 pandemic.
In our Pro Rata Combined Retail Portfolio, we had GLA totaling 1.63 million square feet expiring during the year ended December 31, 2022, of which 1.47 million square feet was re-leased. This achieved a retention rate of approximately 90.2%.
| No. of Leases Executed for the year ended Dec. 31, 2022 | GLA SF (in thousands) | New Contractual Rent ($PSF)(b) | Prior Contractual Rent ($PSF)(b) | % Change over Prior Lease Rent (b) | Weighted Average Lease Term (Years) | Tenant Improvement Allowance ($PSF) | Lease Commissions ($PSF) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| All tenants | |||||||||||||||
| Comparable Renewal Leases (a) | 175 | 828 | $20.91 | $19.75 | 5.9% | 5.5 | $0.17 | $— | |||||||
| Comparable New Leases (a) | 21 | 142 | $18.74 | $14.53 | 29.0% | 12.2 | $23.69 | $7.12 | |||||||
| Non-Comparable Renewal and New Leases | 72 | 343 | $18.45 | N/A | N/A | 7.2 | $26.14 | $6.51 | |||||||
| Total | 268 | 1,313 | $20.59 | $18.99 | 8.4% | 6.7 | $9.50 | $2.47 | |||||||
| Anchor tenants (leases ten thousand square feet and over) | |||||||||||||||
| Comparable Renewal Leases (a) | 20 | 511 | $12.35 | $11.67 | 5.8% | 5.5 | $0.10 | $— | |||||||
| Comparable New Leases (a) | 4 | 112 | $13.87 | $10.22 | 35.7% | 13.3 | $23.30 | $5.31 | |||||||
| Non-Comparable Renewal and New Leases | 7 | 192 | $9.00 | N/A | N/A | 6.3 | $21.36 | $2.90 | |||||||
| Total | 31 | 815 | $12.62 | $11.41 | 10.6% | 6.8 | $8.29 | $1.41 | |||||||
| Small shop tenants (leases under ten thousand square feet) | |||||||||||||||
| Comparable Renewal Leases (a) | 155 | 317 | $34.73 | $32.78 | 5.9% | 5.4 | $0.28 | $— | |||||||
| Comparable New Leases (a) | 17 | 30 | $36.79 | $30.50 | 20.6% | 8.3 | $25.15 | $13.86 | |||||||
| Non-Comparable Renewal and New Leases | 65 | 151 | $30.42 | N/A | N/A | 8.5 | $32.19 | $11.07 | |||||||
| Total | 237 | 498 | $34.91 | $32.58 | 7.2% | 6.5 | $11.49 | $4.21 |
(a)Comparable leases are leases that meet all of the following criteria: terms greater than or equal to one year, unit was vacant less than one year prior to executed lease, square footage of unit remains unchanged or within 10% of prior unit square footage, and has a rent structure consistent with the previous tenant.
(b)Non-comparable leases are not included in totals.
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Results of Operations
Comparison of results for the years ended December 31, 2022 and 2021
We generate substantially all of our earnings from property operations. Since January 1, 2021, we have acquired seven retail properties and disposed of four retail properties.
The following table presents the changes in our income for the years ended December 31, 2022 and 2021.
| Year ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Increase (Decrease) | ||||||||
| Income | ||||||||||
| Lease income, net | $ | 232,980 | $ | 207,350 | $ | 25,630 | ||||
| Other property income | 1,161 | 1,087 | 74 | |||||||
| Other fee income | 2,566 | 3,542 | (976) | |||||||
| Total income | $ | 236,707 | $ | 211,979 | $ | 24,728 |
Lease income, net increased $25.6 million as a result of increases from properties acquired of $18.4 million, decreases from properties disposed of $3.3 million, and the following activity related to our Same Properties:
•$6.7 million of increased minimum rent attributable to increased occupancy levels and rental rates and $1.8 million of rent abatements in 2021 related to the COVID-19 pandemic,
•$2.1 million of increased recoveries associated with common area maintenance, insurance, and real estate taxes, primarily attributable to tax refunds reflected in 2021 tenant charges,
•$1.1 million of increased amortization of market lease intangibles and straight-line rent adjustments,
•$1.0 million of increased percentage rent attributable to grocers experiencing heightened sales volumes, and was partially offset by:
•$2.2 million of net changes in credit losses and related reversals primarily attributable to lump sum rent collections from our cash basis tenants in 2021 pertaining to prior period rent charges.
Other fee income decreased $1.0 million primarily as a result of real estate sales within IAGM.
The following table presents the changes in our operating expenses for the years ended December 31, 2022 and 2021.
| Year ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Increase (Decrease) | ||||||||
| Operating expenses | ||||||||||
| Depreciation and amortization | $ | 94,952 | $ | 87,143 | $ | 7,809 | ||||
| Property operating | 40,239 | 32,788 | 7,451 | |||||||
| Real estate taxes | 32,925 | 31,312 | 1,613 | |||||||
| General and administrative | 33,342 | 38,192 | (4,850) | |||||||
| Direct listing costs | — | 19,769 | (19,769) | |||||||
| Total operating expenses | $ | 201,458 | $ | 209,204 | $ | (7,746) |
Depreciation and amortization increased $7.8 million as a result of:
•$13.4 million of increases from properties acquired, and was partially offset by:
•$1.4 million of decreases from properties disposed, and
•$4.2 million of decreased in-place lease intangible amortization for our Same Properties.
Property operating expenses increased $7.5 million as a result of:
•$4.4 million of increased costs relating to repairs, maintenance, and landscaping for our Same Properties,
•$3.4 million of increases from properties acquired, and was partially offset by:
•$0.3 million of decreases from properties disposed.
25
Real estate taxes increased $1.6 million as a result of:
•$3.4 million of increased real estate taxes from properties acquired, and was partially offset by:
•$1.0 million of decreased real estate taxes from properties disposed, and
•$0.8 million of decreased real estate taxes for our Same Properties, primarily attributable to tax refunds.
General and administrative expenses decreased $4.9 million as a result of:
•$2.7 million of long-term incentive plan costs in 2021 related to the expected retirement of its former President and Chief Executive Officer and the appointment of certain executives in establishing a plan of succession,
•$1.2 million of decreased other compensation costs, and
•$1.0 million of decreased non-compensation costs.
During the year ended December 31, 2021, we recognized $19.8 million of expense relating to the direct listing of our common stock on the NYSE.
The following table presents the changes in our other income and expenses for the years ended December 31, 2022 and 2021.
| Year ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change, net | ||||||||
| Other income (expense) | ||||||||||
| Interest expense, net | $ | (26,777) | $ | (16,261) | $ | (10,516) | ||||
| Loss on extinguishment of debt | (181) | (400) | 219 | |||||||
| Gain on sale of investment properties, net | 38,249 | 1,522 | 36,727 | |||||||
| Equity in earnings of unconsolidated entities | 3,663 | 6,398 | (2,735) | |||||||
| Other income and expense, net | 2,030 | 606 | 1,424 | |||||||
| Total other income (expense), net | $ | 16,984 | $ | (8,135) | $ | 25,119 |
Interest expense, net
Interest expense, net, increased $10.5 million primarily as a result of:
•$5.0 million of increased interest expense generated from the private placement of our senior notes,
•$3.0 million of increased interest expense generated from the fluctuations in our line of credit balances and interest rates on our corporate credit facilities,
•$2.7 million of increased interest expense from the assumption of mortgages on Shops at Arbor Trails, Escarpment Village, and the Highlands of Flower Mound of $31.5 million, $26.0 million, and $22.9 million, respectively,
•$1.0 million of increased amortization of debt issuance costs, and was partially offset by:
•$1.2 million of decreased interest expense from the pay-off of mortgages on Pavilion at LaQuinta and University Oaks Shopping Center of $22.3 million, and $24.7 million, respectively.
Loss on extinguishment of debt
During the year ended December 31, 2022, we recognized an aggregate loss of $0.2 million on the extinguishment of total mortgages payable of $75.6 million on three retail properties. During the year ended December 31, 2021, we recognized a loss of $0.4 million in connection with amending our corporate debt facilities.
Gain on sale of investment properties, net
During the year ended December 31, 2022, we recognized a gain of $38.2 million on the sale of three retail properties. During the year ended December 31, 2021, we recognized a gain of $1.5 million on the sale of one retail property and the completion of partial condemnations at four retail properties.
26
Equity in earnings of unconsolidated entities
Equity in earnings of unconsolidated entities decreased $2.7 million primarily as a result of decreased earnings from property operations of $2.3 million and decreased gains on sales of properties of $1.3 million, which were partially offset by decreased interest expense of $0.9 million. The aforementioned amounts represent our proportionate share of the activity.
Other income and expense, net
Other income and expense, net increased $1.4 million primarily as a result of increased interest income earned on cash and cash equivalents.
Net Operating Income
We evaluate the performance of our retail properties based on NOI, which excludes general and administrative expenses, direct listing costs, depreciation and amortization, provision for asset impairment, other income and expense, net, gains (losses) from sales of properties, gains (losses) on extinguishment of debt, interest expense, net, equity in earnings (losses) from unconsolidated entities, lease termination income and expense, and GAAP rent adjustments such as straight-line rent adjustments, amortization of market lease intangibles, and amortization of lease incentives ("GAAP Rent Adjustments"). We bifurcate NOI into Same Property NOI and NOI from other investment properties based on whether the underlying retail properties meet our same property criteria.
We believe the supplemental non-GAAP financial measures of NOI, same property NOI, and NOI from other investment properties provide added comparability across periods when evaluating our financial condition and operating performance that is not readily apparent from "Operating income" or "Net income" in accordance with GAAP.
Comparison of Same Property results for the years ended December 31, 2022 and 2021
A total of 51 wholly-owned retail properties met our Same Property criteria for the years ended December 31, 2022 and 2021. The following table presents the reconciliation of net income or loss, the most directly comparable GAAP measure, to NOI, Same Property NOI, and Pro Rata Same Property NOI for the years ended December 31, 2022 and 2021:
| Year ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change, net | ||||||||
| Net income (loss) | $ | 52,233 | $ | (5,360) | $ | 57,593 | ||||
| Adjustments to reconcile to non-GAAP metrics: | ||||||||||
| Other income and expense, net | (2,030) | (606) | (1,424) | |||||||
| Equity in earnings of unconsolidated entities | (3,663) | (6,398) | 2,735 | |||||||
| Interest expense, net | 26,777 | 16,261 | 10,516 | |||||||
| Loss on extinguishment of debt | 181 | 400 | (219) | |||||||
| Gain on sale of investment properties, net | (38,249) | (1,522) | (36,727) | |||||||
| Depreciation and amortization | 94,952 | 87,143 | 7,809 | |||||||
| General and administrative | 33,342 | 38,192 | (4,850) | |||||||
| Direct listing costs | — | 19,769 | (19,769) | |||||||
| Other fee income | (2,566) | (3,542) | 976 | |||||||
| Adjustments to NOI (a) | (9,743) | (7,528) | (2,215) | |||||||
| NOI | 151,234 | 136,809 | 14,425 | |||||||
| NOI from other investment properties | (18,042) | (9,368) | (8,674) | |||||||
| Same Property NOI | 133,192 | 127,441 | 5,751 | |||||||
| IAGM Same Property NOI at share | 7,885 | 7,380 | 505 | |||||||
| Pro Rata Same Property NOI | $ | 141,077 | $ | 134,821 | $ | 6,256 |
(a)Adjustments to NOI include termination fee income and expense and GAAP Rent Adjustments.
27
Comparison of the components of Same Property NOI for the years ended December 31, 2022 and 2021
| Year ended December 31, | Change | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Variance | |||||||||||
| Lease income, net | $ | 194,849 | $ | 185,502 | $ | 9,347 | 5.0% | ||||||
| Other property income | 1,123 | 1,087 | 36 | 3.3% | |||||||||
| 195,972 | 186,589 | 9,383 | 5.0% | ||||||||||
| Property operating expenses | 35,085 | 30,681 | 4,404 | 14.4% | |||||||||
| Real estate taxes | 27,695 | 28,467 | (772) | (2.7)% | |||||||||
| 62,780 | 59,148 | 3,632 | 6.1% | ||||||||||
| Same Property NOI | $ | 133,192 | $ | 127,441 | $ | 5,751 | 4.5% |
Same Property NOI increased by $5.8 million, or 4.5%, when comparing the year ended December 31, 2022 to the same period in 2021, and was primarily a result of:
•$6.7 million of increased minimum rent attributable to increased occupancy levels and rental rates and $1.8 million of rent abatements in 2021 related to the COVID-19 pandemic,
•$1.0 million of increased percentage rent attributable to grocers experiencing heightened sales volumes,
•$1.1 million of decreased real estate tax expense, net of associated recoveries, primarily attributable to tax refunds, and was offset by:
•$2.2 million of net changes in credit losses and related reversals primarily attributable to lump sum rent collections from our cash basis tenants in 2021 pertaining to prior period rent charges,
•$1.4 million of increased operating expense, net of associated recoveries, primarily attributable to increased repairs, maintenance, and landscaping costs, and
•$1.2 million of increased non-recoverable operating expenses, primarily attributable to tenant lease negotiations.
28
Funds From Operations
The National Association of Real Estate Investment Trusts ("NAREIT"), an industry trade group, has promulgated a widely accepted non-GAAP financial measure of operating performance known as Funds From Operations ("NAREIT FFO"). Our NAREIT FFO is net income (or loss) in accordance with GAAP, excluding gains (or losses) resulting from dispositions of properties, plus depreciation and amortization and impairment charges on depreciable real property. Adjustments for IAGM are calculated to reflect our proportionate share of the joint venture's funds from operations on the same basis.
In calculating NAREIT FFO, impairment charges of depreciable real estate assets are added back even though the impairment charge may represent a permanent decline in value due to the decreased operating performance of the applicable property. Furthermore, because gains and losses from sales of property are excluded from NAREIT FFO, it is consistent and appropriate that impairments, which are often early recognition of losses on prospective sales of property, also be excluded. If evidence exists that a loss reflected in the investment of an unconsolidated entity is due to the impairment of depreciable real estate assets, our share of these impairments is added back to net income in the determination of NAREIT FFO.
We believe NAREIT FFO Applicable to Common Shares and Dilutive Securities, when considered with the financial statements determined in accordance with GAAP, is helpful to investors in understanding our performance because the historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time. Since real estate values historically rise and fall with market conditions, presentations of operating results for a REIT, using historical accounting for depreciation, could be less informative.
Core Funds From Operations ("Core FFO") is an additional supplemental non-GAAP financial measure of our operating performance. In particular, Core FFO provides an additional measure to compare the operating performance of different REITs without having to account for certain remaining amortization assumptions within NAREIT FFO and other unique revenue and expense items which some may consider not pertinent to measuring a particular company's on-going operating performance. In that regard, we use Core FFO as an input to our compensation plan to determine cash bonuses and measure the achievement of certain performance-based equity awards.
Our adjustments to NAREIT FFO to arrive at Core FFO include removing the impact of (i) amortization of debt discounts and financing costs, (ii) amortization of market-lease intangibles and inducements, net, (iii) depreciation and amortization of corporate assets, (iv) straight-line rent adjustments, (v) gains (or losses) resulting from debt extinguishments (vi) other non-operating revenue and expense items which, in our judgement, are not pertinent to measuring on-going operating performance, (vii) adjustments for IAGM to reflect our share of the ventures' Core FFO on the same basis. Our calculation of Core FFO Applicable to Common Shares and Dilutive Securities does not consider any capital expenditures.
Other REITs may use alternative methodologies for calculating similarly titled measures, which may not be comparable to our definition and calculation of NAREIT FFO Applicable to Common Shares and Dilutive Securities or Core FFO Applicable to Common Shares and Dilutive Securities. Furthermore, NAREIT FFO and Core FFO are not necessarily indicative of cash flow available to fund cash needs and should not be considered as alternatives to net income as an indication of our performance. NAREIT FFO and Core FFO should not be considered as alternatives to our cash flows from operating, investing, and financing activities. Nor should NAREIT FFO and Core FFO be considered as measures of liquidity, our ability to make cash distributions, or our ability to service our debt.
29
NAREIT FFO Applicable to Common Shares and Dilutive Securities and Core FFO Applicable to Common Shares and Dilutive Securities is calculated as follows:
| Year ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| Net income (loss) | $ | 52,233 | $ | (5,360) | ||
| Depreciation and amortization related to investment properties | 94,142 | 86,257 | ||||
| Gain on sale of investment properties, net | (38,249) | (1,522) | ||||
| Unconsolidated joint venture adjusting items, net (a) | 3,850 | 4,713 | ||||
| NAREIT FFO Applicable to Common Shares and Dilutive Securities | 111,976 | 84,088 | ||||
| Amortization of market-lease intangibles and inducements, net | (5,589) | (4,318) | ||||
| Straight-line rent adjustments, net | (3,815) | (2,805) | ||||
| Direct listing costs | — | 19,769 | ||||
| Adjusting items, net (b) | 2,798 | 2,201 | ||||
| Unconsolidated joint venture adjusting items, net (c) | 582 | 672 | ||||
| Core FFO Applicable to Common Shares and Dilutive Securities | $ | 105,952 | $ | 99,607 | ||
| Weighted average common shares outstanding - basic | 67,406,233 | 71,072,933 | ||||
| Dilutive effect of unvested restricted shares (d) | 119,702 | — | ||||
| Weighted average common shares outstanding - diluted | 67,525,935 | 71,072,933 | ||||
| Net income (loss) per common share | $ | 0.77 | $ | (0.08) | ||
| Per share adjustments for NAREIT FFO Applicable to Common Shares and Dilutive Securities | 0.89 | 1.26 | ||||
| NAREIT FFO Applicable to Common Shares and Dilutive Securities per share | $ | 1.66 | $ | 1.18 | ||
| Per share adjustments for Core FFO Applicable to Common Shares and Dilutive Securities | (0.09) | 0.22 | ||||
| Core FFO Applicable to Common Shares and Dilutive Securities per share | $ | 1.57 | $ | 1.40 |
(a)Represents our share of depreciation, amortization, impairment, and gains on sale related to investment properties held in IAGM.
(b)Adjusting items, net, are primarily loss on extinguishment of debt, amortization of debt discounts and financing costs, depreciation and amortization of corporate assets, and non-operating income and expenses, net, which includes items which are not pertinent to measuring on-going operating performance, such as miscellaneous and settlement income.
(c)Represents our share of amortization of market lease intangibles and lease inducements, net, straight-line rent adjustments, net and adjusting items, net related to IAGM.
(d)For purposes of calculating non-GAAP per share metrics, the same denominator is used as that which would be used in calculating diluted earnings per share in accordance with GAAP. For the year ended December 31, 2021, unvested restricted shares were antidilutive and therefore excluded from the denominator in the diluted earnings per share calculation in accordance with GAAP.
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Critical Accounting Estimates
General
The accompanying consolidated financial statements have been prepared in accordance with GAAP, which require 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 collectability of accounts receivable, allocating the purchase price of acquired retail properties, and evaluating the impairment of long-lived assets. We base these estimates, judgments and assumptions on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results may differ from these estimates.
Revenue Recognition
Credit Losses
We review the collectability of amounts due from our 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 we 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 we have entered into an amendment to provide the tenant with 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.
Acquisition of Real Estate
We evaluate 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 generally capitalized and amortized over the useful life of the acquired assets. Generally, our acquisitions of real estate qualify as asset acquisitions.
We allocate the purchase price of real estate to land, building, other building improvements, tenant improvements, intangible assets and liabilities (such as the value of above- and below-market leases, in-place leases and origination costs associated with in-place leases). The values of above- and below-market leases are recorded as intangible assets and intangible liabilities, respectively, and are amortized as either a decrease (in the case of above-market leases) or an increase (in the case of below-market leases) to lease income, net over the remaining term of the associated tenant lease. The values, if any, associated with in-place leases are recorded in intangible assets and are amortized to depreciation and amortization expense over the remaining lease term.
The difference between the contractual rental rates and our 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.
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With the assistance of a third-party valuation specialist, we perform 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 our 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.
Impairment of Long Lived Assets
We assess the carrying values of our long-lived tangible and intangible assets whenever events or changes in circumstances indicate that they may not be fully recoverable. An example of an event or changed circumstance is a reduction in the expected holding 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, we recognize 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 our 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, discount and capitalization rates. These unobservable inputs are based on market conditions and the property's expected growth rates. Assumptions and estimates about future cash flows and discount and capitalization rates are complex and subjective. Changes in economic and operating conditions and in our ultimate investment intent that occur subsequent to the impairment analyses could impact these assumptions and result in additional impairment.
Our 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 our disposition strategy or changes in the marketplace may alter the expected hold period of a property which may result in an impairment loss and such loss could be material to the Company's financial condition or operating performance.
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Liquidity and Capital Resources
Development, Re-development, Capital Expenditures and Leasing Activities
The following table summarizes capital resources used through development and re-development, capital expenditures, and leasing activities at our retail properties owned during the year ended December 31, 2022. These costs are classified as cash used in capital expenditures and tenant improvements and investment in development and re-development projects on the consolidated statements of cash flows during the year ended December 31, 2022.
| Development and Re-development | Capital Expenditures | Leasing | Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Direct costs | $ | 8,374 | (a) | $ | 10,771 | $ | 7,185 | (c) | $ | 26,330 | ||||
| Indirect costs | 1,087 | (b) | 1,464 | — | 2,551 | |||||||||
| Total | $ | 9,461 | $ | 12,235 | $ | 7,185 | $ | 28,881 |
(a)Direct development and re-development costs relate to construction of buildings at our retail properties.
(b)Indirect development and re-development costs relate to capitalized interest, real estate taxes, insurance, and payroll attributed to improvements at our retail properties.
(c)Direct leasing costs relate to improvements to a tenant space that are either paid directly by us or reimbursed to the tenants.
Short-Term Liquidity and Capital Resources
On a short-term basis, our principal uses for funds are to pay our operating and corporate expenses, interest and principal on our indebtedness, property capital expenditures, and to make distributions to our stockholders.
Our ability to maintain adequate liquidity for our operations in the future is dependent upon a number of factors, including our revenue, macroeconomic conditions, our ability to contain costs, including capital expenditures, and to collect rents and other receivables, and various other factors, many of which are beyond our control. We will continue to monitor our liquidity position and may seek to raise funds through debt or equity financing in the future to fund operations, significant investments or acquisitions that are consistent with our strategy. Our ability to raise these funds may also be diminished by other macroeconomic factors.
Long-Term Liquidity and Capital Resources
Our objectives are to maximize revenue generated by our retail platform, to further enhance the value of our retail properties to produce attractive current yield and long-term returns for our stockholders, and to generate sustainable and predictable cash flow from our operations to distribute to our stockholders.
Any future determination to pay distributions will be at the discretion of our Board and will depend on our financial condition, capital requirements, restrictions contained in current or future financing instruments, and such other factors as our Board deems relevant. In November 2022, our Board approved an increase to our annual distribution rate effective for the quarterly distribution paid in April 2023.
Our primary sources and uses of capital are as follows:
| Sources | Uses | |
|---|---|---|
| •Operating cash flows from our real estate investments;•Distributions from our joint venture investment; •Proceeds from sales of properties; •Proceeds from mortgage loan borrowings on properties;•Proceeds from corporate borrowings and debt financings;•Proceeds from any ATM Program activities; and•Proceeds from our Series A and Series B Notes offering. | •To invest in properties or fund acquisitions;•To fund development, re-development, maintenance and capital expenditures or leasing incentives;•To make distributions to our stockholders; •To service or pay down our debt; •To pay our operating expenses;•To repurchase shares of our common stock; and•To fund other general corporate uses. |
We believe our listing on the NYSE will facilitate supplementing these sources by selling equity securities of the Company if and when we believe appropriate to do so. Also, from time to time, we may seek to acquire additional amounts of our outstanding common stock through cash purchases or exchanges for other securities. Such purchases or exchanges, if any, will depend on our liquidity requirements, contractual restrictions, and other factors.
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In the first quarter of 2022, we entered into an ATM Program pursuant to which we may sell shares of our common stock up to an aggregate purchase price of $250.0 million. As of December 31, 2022, the Company has not sold any common stock under the ATM Program.
In the second quarter of 2022, we received an inaugural investment-grade credit rating from Fitch Ratings, Inc. of BBB-.
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 the Note Purchase Agreement. 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.
Off Balance Sheet Arrangements
The Company does not have off balance sheet arrangements other than its joint venture, IAGM, as disclosed in "Part IV. Item 8. Note 6. Investment in Unconsolidated Entities."
Summary of Cash Flows
| Year ended December 31, | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||||
| Cash provided by operating activities | $ | 125,795 | $ | 89,956 | $ | 35,839 | ||||
| Cash used in investing activities | (144,461) | (64,701) | (79,760) | |||||||
| Cash provided by (used in) financing activities | 111,574 | (204,171) | 315,745 | |||||||
| Decrease in cash, cash equivalents and restricted cash | 92,908 | (178,916) | 271,824 | |||||||
| Cash, cash equivalents and restricted cash at beginning of year | 44,854 | 223,770 | (178,916) | |||||||
| Cash, cash equivalents and restricted cash at end of year | $ | 137,762 | $ | 44,854 | $ | 92,908 |
Cash provided by operating activities of $125.8 million and $90.0 million for the years ended December 31, 2022 and 2021, respectively, was generated primarily from income from property operations and operating distributions from IAGM. Cash provided by operating activities increased $35.8 million when comparing 2022 to 2021, primarily as a result of direct listing costs of $19.8 million in 2021, increased operating distributions from IAGM, general fluctuations in working capital, and acquisition activity in excess of disposition activity. Since January 1, 2021, we have acquired seven retail properties and disposed of four retail properties.
Cash used in investing activities of $144.5 million for the year ended December 31, 2022, was primarily the result of:
•$235.0 million for acquisitions of investment properties,
•$33.2 million for capital investments and leasing costs,
•$1.2 million for other investing cash outflows, and was partially offset by:
•$77.5 million from net proceeds received from the sale of investment properties, and
•$47.4 million from distributions from unconsolidated entities.
Cash used in investing activities of $64.7 million for the year ended December 31, 2021, was primarily the result of:
•$53.1 million for acquisitions of investment properties,
•$25.0 million for capital investments and leasing costs,
•$1.4 million for other investing cash outflows, and was partially offset by:
•$14.8 million from net proceeds received from the sale of investment properties.
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Cash provided by financing activities of $111.6 million for the year ended December 31, 2022, was primarily the result of:
•$250.0 million from our issuance of senior notes, and
•$112.0 million drawn from our line of credit, which were partially offset by:
•$143.0 million repaid on our line of credit,
•$50.5 million for pay-offs of debt, principal payments of mortgage debt, and payment of loan fees and other deposits, and other financing activities,
•$55.3 million to pay distributions, and
•$1.6 million for the payment of tax withholdings for share-based compensation.
Cash used in financing activities of $204.2 million for the year ended December 31, 2021, was primarily the result of:
•$457.8 million for pay-offs of debt, debt prepayment penalties, principal payments of mortgage debt, payment of loan fees and other deposits, and other financing activities,
•$16.7 million for the repurchase of common stock under our share repurchase plan,
•$103.3 million for the repurchase of common stock through a tender offer,
•$55.6 million to pay distributions,
•$1.8 million for the payment of tax withholdings for share-based compensation, which were partially offset by:
•$431.0 million from proceeds received under our unsecured credit agreements.
We consider 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. We maintain our cash and cash equivalents at major financial institutions. The combined account balances at one or more institutions generally exceed the FDIC insurance coverage. We periodically assess the credit risk associated with these financial institutions. We believe insignificant credit risk exists related to amounts on deposit in excess of FDIC insurance coverage.
Acquisitions and Dispositions of Real Estate Investments
In 2022, we acquired six retail properties and an outparcel adjacent to an existing retail property for an aggregate gross acquisition price of $319.1 million. In 2021, we acquired one retail property and an outparcel adjacent to an existing retail property for an aggregate gross acquisition price of $54.7 million.
In 2022, we disposed of three retail properties for an aggregate gross disposition price of $110.5 million. In 2021, we disposed of one retail property and completed partial condemnations at four retail properties for an aggregate gross disposition price of $15.0 million.
Distributions
During the year ended December 31, 2022, we declared cash distributions to our stockholders totaling $55.3 million and paid cash distributions of $55.3 million.
As we execute on our retail strategy, the Board evaluated and expects to continue to evaluate our distribution rate on a periodic basis. See "Part I. Item 1. Business - Current Strategy and Outlook" for more information regarding our retail strategy. The following table presents a historical summary of distributions declared, paid and reinvested.
| Year ended December 31, | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | 2019 | 2018 | ||||||||||||||
| Distributions declared | $ | 55,337 | $ | 55,721 | $ | 54,604 | $ | 53,473 | $ | 53,782 | ||||||||
| Distributions paid | $ | 55,302 | $ | 55,561 | $ | 54,214 | $ | 53,250 | $ | 54,194 | ||||||||
| Distributions reinvested | $ | — | $ | — | $ | 185 | $ | 50 | $ | — |
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Borrowings
Mortgages Payable, Maturities
The following table reflects the scheduled maturities of the Company's mortgages payable as of December 31, 2022, for each of the next five years and thereafter.
| 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 mortgages payable | $ | 109,812 |
Credit Agreements, Maturities
The following table reflects the Company's outstanding borrowings under its unsecured term loans as of December 31, 2022.
| Principal Balance | Interest Rate | Maturity Date | |||||
|---|---|---|---|---|---|---|---|
| $200.0 million 5 year - swapped to fixed rate | $ | 100,000 | 2.71% (a) | September 22, 2026 | |||
| $200.0 million 5 year - swapped to fixed rate | 100,000 | 2.72% (a) | September 22, 2026 | ||||
| $200.0 million 5.5 year - swapped to fixed rate | 50,000 | 2.77% (a) | March 22, 2027 | ||||
| $200.0 million 5.5 year - swapped to fixed rate | 50,000 | 2.76% (a) | March 22, 2027 | ||||
| $200.0 million 5.5 year - variable rate | 100,000 | 1M SOFR + 1.30% (b) | March 22, 2027 | ||||
| Total unsecured term loans | $ | 400,000 |
(a)Interest rates reflect the fixed rates achieved through the Company's interest rate swaps.
(b)As of December 31, 2022, 1-Month Term SOFR was 4.3581%.
Senior Notes, Maturities
The following table summarizes the Company's outstanding borrowings under its Senior Notes as of December 31, 2022.
| Principal Balance | Fixed Interest Rate | Maturity Date | |||||
|---|---|---|---|---|---|---|---|
| $150.0 million Series A | $ | 150,000 | 5.07% | August 11, 2029 | |||
| $100.0 million Series B | 100,000 | 5.20% | August 11, 2032 | ||||
| $ | 250,000 |
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Contractual Obligations
We have obligations related to our mortgage loans, senior notes, term loans, and revolving credit facility as described in "Note 8. Debt" in the consolidated financial statements. The unconsolidated joint venture in which we have an investment has third party mortgage debt of $92.5 million at December 31, 2022, as described in "Note 6. Investment in Unconsolidated Entities" in the consolidated financial statements. It is anticipated that our unconsolidated entity will be able to repay or refinance all of its debt on a timely basis.
The following table presents, on a consolidated basis, our obligations to make future payments under debt and lease agreements. It excludes debt payable by our unconsolidated joint venture and debt discounts that are not future cash obligations as of December 31, 2022.
| Payments due by year ending December 31, | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2024 | 2025 | 2026 | 2027 | Thereafter | Total | ||||||||||||||||||||
| Long term debt: | ||||||||||||||||||||||||||
| Fixed rate debt, principal (a) | $ | 13,732 | $ | 15,700 | $ | 22,880 | $ | 200,000 | $ | 126,000 | $ | 281,500 | $ | 659,812 | ||||||||||||
| Variable rate debt, principal | — | — | — | — | 100,000 | — | 100,000 | |||||||||||||||||||
| Interest | 31,277 | 30,156 | 29,036 | 26,606 | 16,227 | 38,732 | 172,034 | |||||||||||||||||||
| Total long term debt | 45,009 | 45,856 | 51,916 | 226,606 | 242,227 | 320,232 | 931,846 | |||||||||||||||||||
| Operating leases (b) | 565 | 628 | 511 | 517 | 529 | 1,308 | 4,058 | |||||||||||||||||||
| Grand total | $ | 45,574 | $ | 46,484 | $ | 52,427 | $ | 227,123 | $ | 242,756 | $ | 321,540 | $ | 935,904 |
(a)Includes $200.0 million of variable-rate unsecured term loans that have been swapped to a fixed rate until September 22, 2026, and $100.0 million of variable-rate unsecured term loans that have been swapped to a fixed rate until March 22, 2027.
(b)Includes leases on corporate office spaces.
Inflation
With respect to current economic conditions and governmental fiscal policy, inflation has become a greater risk. Rising inflation may affect our and our tenants' expenses, including, without limitation, by increasing product prices and costs such as wages, benefits, taxes, property and casualty insurance, borrowing costs and utilities. We rely on the performance of our assets to increase revenues in order to keep pace with inflation. We may not be able to offset high rates of inflation through rent increases due to the long-term nature of some of our leases.
A number of our leases contain provisions designed to partially mitigate adverse impacts of inflation. Our leases typically require the tenant to pay its share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in these costs resulting from inflation, although some larger tenants have capped the amount of these operating costs they are responsible for. A portion of our leases also include clauses enabling us to receive percentage rents based on a tenant's gross sales above specified levels or rental escalation clauses which are typically based on increases in the Consumer Price Index or similar inflation indices.
FY 2021 10-K MD&A
SEC filing source: 0001307748-22-000021.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis relates to the operations of the Company for the years ended December 31, 2021 and 2020 and its financial position as of December 31, 2021 and 2020. Discussion of 2019 items and year-to-year comparisons between 2020 and 2019 that are not included in this Annual Report can be found in "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended December 31, 2020. The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes included in this Annual Report. This discussion contains forward-looking statements about our business. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors discussed in "Forward-Looking Statements" and "Part I-Item 1A. Risk Factors" contained in this Annual Report and in our other reports that we file from time to time with the SEC.
Executive Summary
InvenTrust is a premier Sun Belt, multi-tenant essential retail REIT that owns, leases, redevelops, acquires, and manages grocery-anchored neighborhood and community centers, as well as high-quality power centers that often have a grocery component. We pursue our business strategy by:
•Acquiring retail properties in Sun Belt markets;
•Opportunistically disposing of retail properties;
•Maintaining a flexible capital structure; and
•Enhancing environmental, social and governance practices and standards.
Current Strategy and Outlook
InvenTrust focuses on Sun Belt grocery-anchored neighborhood and community centers, and select power centers that often have a grocery component, in markets with favorable demographics, including above average growth in population, employment, income and education levels. We believe these conditions create favorable demand characteristics for grocery-anchored and necessity-based essential retail centers which will position us to capitalize on potential future rent increases while benefiting from sustained occupancy at our centers. Our strategically located regional field offices are within a two-hour drive of 90% of our properties which affords us the ability to respond to the needs of our tenants and provides us with in-depth local market knowledge. We believe that our Sun Belt portfolio of high quality grocery-anchored assets is a distinct differentiator for us in the marketplace.
Evaluation of Financial Condition and Operating Results
Historically, management has evaluated our financial condition and operating performance by focusing on the following financial and non-financial indicators, discussed in further detail herein:
•NAREIT Funds From Operations ("NAREIT FFO") Applicable to Common Shares and Dilutive Securities, a supplemental non-GAAP measure;
•Core FFO Applicable to Common Shares and Dilutive Securities, a supplemental non-GAAP measure;
•Cash flow from operations as determined in accordance with GAAP;
•Net Operating Income ("NOI") and Same Property NOI, supplemental non-GAAP measures;
•Economic and leased occupancy and rental rates;
•Leasing activity and lease rollover;
•Operating expense levels and trends;
•General and administrative expense levels and trends;
•Debt maturities and leverage ratios; and
•Liquidity levels.
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Impact of the COVID-19 Pandemic on the Company's Business and Financial Statements
The impact of the pandemic was and continues to be related to a portion of our tenants' ability to make their future rental payments in a timely fashion or at all. We have been working with these tenants to collect rental payments to which we are entitled.
At this time, given the uncertainty related to variants of the virus, we are unable to predict whether cases of COVID-19 in our markets will decrease, increase, or remain the same, whether the approved COVID-19 vaccines will be effective against the virus and new variants of the virus, and whether local governments will mandate closures of our tenants' businesses or implement other restrictive measures on their and our operations in the future in response to a resurgence of the pandemic. We have taken and will continue to consider a number of measures to mitigate the impact of the pandemic on our business and financial condition. We continue to believe that the long-term prospects for our business remain strong despite the uncertainty related to the new variants of COVID-19.
Tenant Assistance Efforts and Deferred Rental Payments
As of December 31, 2021, we have granted approximately $5.8 million of rental payment deferrals on a cumulative basis since the start of the pandemic, including our proportionate share of IAGM, with contractual payment terms through the year ending December 31, 2024.
During the year ended December 31, 2021, deferred rental payments of $5.4 million, including our proportionate share of IAGM, became due; we have collected $5.3 million of such deferred rental payments as of December 31, 2021.
In addition to collections of deferred rental payments, during the year ended December 31, 2021, we collected approximately $2.1 million of rent, including our proportionate share of IAGM, for which we previously recognized credit losses in 2020.
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Highlights for the year ended December 31, 2021
New York Stock Exchange Listing
On October 12, 2021, our common stock began trading on the New York Stock Exchange ("NYSE") under the ticker symbol "IVT".
"Dutch Auction" Tender Offer
On October 12, 2021, in conjunction with the NYSE listing, we commenced a modified "Dutch Auction" tender offer (the "Tender Offer") to purchase for cash up to $100.0 million of its shares of common stock at a price not greater than $28.00 nor less than $25.00 per share, net to the seller in cash, less any applicable withholding of taxes and without interest. The Tender Offer expired on November 8, 2021.
As a result of the Tender Offer, the Company accepted for purchase 4,000,000 shares of its common stock (which represented approximately 5.6% of the total number of shares of common stock outstanding as of November 8, 2021) at a purchase price of $25.00 per share, for an aggregate cost of $100.0 million, excluding related fees and expenses. Aggregate fees and expenses of $3.3 million were recognized as reductions to common stock and additional paid-in capital.
Acquisitions
On July 12, 2021, we purchased Prestonwood Town Center, a 233 thousand square foot grocery-anchored power center located in Dallas, Texas, from our unconsolidated joint venture, IAGM for a gross acquisition price of $52.8 million. On September 2, 2021, we purchased a seven thousand square foot retail outparcel adjacent to Rio Pinar Plaza for a gross acquisition price of $1.9 million.
Dispositions
On July 20, 2021, we disposed of Kroger Tomball, a 74 thousand square foot grocery store located in Tomball, Texas, for a gross disposition price of $13.7 million and completed partial condemnations at four retail properties for a total gain on sale, net of $1.5 million.
On September 3, 2021, IAGM disposed of Westover Marketplace, a 243 thousand square foot retail property located in San Antonio, Texas, for a gross disposition price of $28.8 million and recognized a gain on sale of $0.4 million. Our share of IAGM's gain on sale was $0.2 million.
On December 1, 2021, IAGM disposed of South Frisco Village, a 227 thousand square foot retail power center located in Frisco, Texas, for a gross disposition price of $32.6 million and recognized a gain on sale of $5.5 million. Our share of IAGM's gain on sale was $3.0 million.
Revolving Credit Agreement
On September 22, 2021, we entered into an amendment to our unsecured revolving credit agreement (the "Amended Revolving Credit Agreement"), which provides for, among other things, an extension of the maturity of our $350.0 million unsecured revolving line of credit to September 22, 2025, with two six-month extension options.
Unsecured Term Loans
On September 22, 2021, we entered into an amendment to our $400.0 million unsecured term loan agreement (the "Amended Term Loan Agreement"), which provides for, among other things, an extension of the maturity and a reallocation of indebtedness under the two outstanding tranches of term loans thereunder. 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.
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Our Retail Portfolio
Our wholly-owned and managed retail properties include grocery-anchored community and neighborhood centers and power centers, including those classified as necessity-based. As of December 31, 2021, we owned or had an interest in 62 retail properties with a GLA of approximately 10.3 million square feet, which includes 7 retail properties with a GLA of approximately 1.8 million square feet owned through the Company's 55% ownership interest in an unconsolidated joint venture, IAGM.
The following table summarizes our retail portfolio, on a wholly-owned, IAGM, and pro rata combined basis, as of December 31, 2021 and 2020.
| Wholly-Owned Retail Properties | IAGM Retail Properties | Pro Rata Combined Retail Portfolio | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | ||||||
| No. of properties | 55 | 55 | 7 | 10 | 62 | 65 | |||||
| GLA (square feet) | 8,560 | 8,392 | 1,768 | 2,470 | 9,532 | 9,751 | |||||
| Economic occupancy | 93.4% | 92.2% | 87.6% | 84.7% | 92.8% | 91.1% | |||||
| Leased occupancy | 94.6% | 93.7% | 88.2% | 86.8% | 93.9% | 92.8% | |||||
| ABR PSF | $18.76 | $18.39 | $16.98 | $16.99 | $18.59 | $18.21 |
Retail Portfolio Summary by Center Type
Our retail properties consist of community and neighborhood centers and power centers.
•Community and neighborhood centers are generally open-air and designed for tenants that offer a wide array of merchandise and services, including groceries, soft goods and convenience-oriented offerings. Our community centers contain large anchor stores and a significant presence of national retail tenants. Our neighborhood centers are generally smaller open-air centers with a grocery store anchor and/or drugstore and other small service-type retailers.
•Power centers are generally larger and consist of several anchors, such as discount department stores, off-price stores, specialty grocers and warehouse clubs. Typically, the number of specialty tenants is limited and most are national or regional in scope.
The following tables summarize our retail portfolio, by center type, as of December 31, 2021 and 2020.
Community and neighborhood centers
| Wholly-Owned Retail Properties | IAGM Retail Properties | Pro Rata Combined Retail Portfolio | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | ||||||
| No. of properties | 43 | 44 | 5 | 5 | 48 | 49 | |||||
| GLA (square feet) | 4,984 | 5,049 | 1,387 | 1,386 | 5,747 | 5,812 | |||||
| Economic occupancy | 94.1% | 93.0% | 86.1% | 88.1% | 93.1% | 92.3% | |||||
| Leased occupancy | 95.0% | 94.8% | 86.8% | 88.3% | 93.9% | 94.0% | |||||
| ABR PSF | $19.93 | $19.40 | $17.02 | $16.62 | $19.57 | $19.05 |
Power centers
| Wholly-Owned Retail Properties | IAGM Retail Properties | Pro Rata Combined Retail Portfolio | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | ||||||
| No. of properties | 12 | 11 | 2 | 5 | 14 | 16 | |||||
| GLA (square feet) | 3,576 | 3,343 | 381 | 1,084 | 3,785 | 3,939 | |||||
| Economic occupancy | 92.3% | 91.0% | 93.1% | 80.5% | 92.3% | 89.4% | |||||
| Leased occupancy | 93.9% | 92.0% | 93.1% | 85.0% | 93.9% | 90.9% | |||||
| ABR PSF | $17.10 | $16.86 | $16.85 | $17.50 | $17.08 | $16.95 |
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Same Property Retail Portfolio Summary
The following table summarizes the GLA, economic occupancy and ABR PSF of the properties included in our retail portfolio classified as same property for the years ended December 31, 2021 and 2020. The properties classified as same property were owned for the entirety of both periods presented.
| Wholly-Owned Retail Properties | IAGM Retail Properties | Pro Rata Combined Retail Portfolio | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | ||||||
| No. of properties | 52 | 52 | 7 | 7 | 59 | 59 | |||||
| GLA (square feet) | 8,088 | 8,082 | 1,767 | 1,767 | 9,060 | 9,054 | |||||
| Economic occupancy | 93.5% | 91.9% | 87.6% | 85.5% | 92.9% | 91.2% | |||||
| Leased occupancy | 94.8% | 93.5% | 88.2% | 87.9% | 94.1% | 92.9% | |||||
| ABR PSF | $18.91 | $18.71 | $16.98 | $16.69 | $18.72 | $18.50 |
Leasing Activity, Pro Rata Combined Retail Portfolio
The following tables summarize the leasing activity for leases that were executed during the year ended December 31, 2021, compared with expiring or expired leases for the same or previous tenant for renewals and the same unit for new leases at the 62 properties in our Pro Rata Combined Retail Portfolio. These tables do not include rent deferral lease amendments executed as a result of the impact of the COVID-19 pandemic.
In our Pro Rata Combined Retail Portfolio, we had GLA totaling 875 thousand square feet expiring during the year ended December 31, 2021, of which 784 thousand square feet was re-leased. This achieved a retention rate of approximately 89.7%.
| No. of Leases Executed for the year ended Dec. 31, 2021 | GLA SF (in thousands) | New Contractual Rent ($PSF)(b) | Prior Contractual Rent ($PSF)(b) | % Change over Prior Lease Rent (b) | Weighted Average Lease Term (Years) | Tenant Improvement Allowance ($PSF) | Lease Commissions ($PSF) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| All tenants | |||||||||||||||
| Comparable Renewal Leases (a) | 184 | 1,268 | $18.79 | $18.06 | 4.0% | 5.0 | $0.55 | $— | |||||||
| Comparable New Leases (a) | 32 | 86 | $24.53 | $24.57 | (0.2)% | 9.3 | $16.58 | $9.90 | |||||||
| Non-Comparable Renewal and New Leases | 82 | 351 | $21.43 | N/A | N/A | 8.9 | $13.47 | $5.77 | |||||||
| Total | 298 | 1,705 | $19.16 | $18.48 | 3.7% | 6.0 | $4.03 | $1.70 | |||||||
| Anchor tenants (leases ten thousand square feet and over) | |||||||||||||||
| Comparable Renewal Leases (a) | 28 | 922 | $14.41 | $13.58 | 6.1% | 5.0 | $0.27 | $— | |||||||
| Comparable New Leases (a) | 2 | 27 | $14.28 | $12.16 | 17.4% | 10.3 | $16.04 | $7.43 | |||||||
| Non-Comparable Renewal and New Leases | 8 | 179 | $13.91 | N/A | N/A | 10.0 | $6.76 | $1.28 | |||||||
| Total | 38 | 1,128 | $14.40 | $13.54 | 6.4% | 5.9 | $1.69 | $0.39 | |||||||
| Small shop tenants (leases under ten thousand square feet) | |||||||||||||||
| Comparable Renewal Leases (a) | 156 | 346 | $30.48 | $30.02 | 1.5% | 5.0 | $1.29 | $0.01 | |||||||
| Comparable New Leases (a) | 30 | 59 | $29.34 | $30.42 | (3.6)% | 8.8 | $16.84 | $11.06 | |||||||
| Non-Comparable Renewal and New Leases | 74 | 172 | $29.87 | N/A | N/A | 7.8 | $20.45 | $10.44 | |||||||
| Total | 260 | 577 | $30.32 | $30.08 | 0.8% | 6.2 | $8.60 | $4.26 |
(a)Comparable leases are leases that meet all of the following criteria: terms greater than or equal to one year, unit was vacant less than one year prior to executed lease, square footage of unit remains unchanged or within 10% of prior unit square footage, and has a rent structure consistent with the previous tenant.
(b)Non-comparable leases are not included in totals.
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Results of Operations
Comparison of results for the years ended December 31, 2021 and 2020
We generate substantially all of our earnings from property operations. Since January 1, 2020, we have acquired three retail properties and disposed of two retail properties.
The following table presents the changes in our income for the years ended December 31, 2021 and 2020.
| Year ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | Increase (Decrease) | ||||||||
| Income | ||||||||||
| Lease income, net | $ | 207,350 | $ | 192,957 | $ | 14,393 | ||||
| Other property income | 1,087 | 1,229 | (142) | |||||||
| Other fee income | 3,542 | 3,647 | (105) | |||||||
| Total income | $ | 211,979 | $ | 197,833 | $ | 14,146 |
Lease income, net, for the year ended December 31, 2021, increased $14.4 million when compared to the same period in 2020, primarily as a result of net positive changes in credit losses and related reversals of $13.4 million, increased minimum rent of $1.3 million, increased recovery income of $2.1 million, and increased short-term lease income of $0.4 million, which were partially offset by decreased termination fee income of $0.8 million and net decreased GAAP rent adjustments of $2.0 million.
The following table presents the changes in our operating expenses for the years ended December 31, 2021 and 2020.
| Year ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | Increase (Decrease) | ||||||||
| Operating expenses | ||||||||||
| Depreciation and amortization | $ | 87,143 | $ | 87,755 | $ | (612) | ||||
| Property operating | 32,788 | 27,909 | 4,879 | |||||||
| Real estate taxes | 31,312 | 30,845 | 467 | |||||||
| General and administrative | 38,192 | 33,141 | 5,051 | |||||||
| Direct listing costs | 19,769 | — | 19,769 | |||||||
| Total operating expenses | $ | 209,204 | $ | 179,650 | $ | 29,554 |
Property operating expenses, for the year ended December 31, 2021, increased $4.9 million when compared to the same period in 2020, primarily as a result of increased recoverable expenses of $3.1 million principally relating to utilities, landscaping, and maintenance costs and increased non-recoverable expenses of $2.2 million principally relating to the completion of property projects and initiatives which were put on hold in 2020 during the onset of the COVID-19 pandemic, which were partially offset by decreased lease termination expenses of $0.4 million.
General and administrative expenses for the year ended December 31, 2021, increased $5.1 million when compared to the same period in 2020, primarily as a result of increased long-term incentive plan costs of $4.9 million and increased other compensation costs of $1.9 million, which were partially offset by decreased non-compensation costs of $1.7 million. 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.
During the year ended December 31, 2021, we recognized $19.8 million of expense relating to the direct listing of our common stock on the NYSE.
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The following table presents the changes in our other income and expenses for the years ended December 31, 2021 and 2020.
| Year ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | Change, net | ||||||||
| Other (expense) income | ||||||||||
| Interest expense, net | $ | (16,261) | $ | (18,749) | $ | 2,488 | ||||
| Loss on extinguishment of debt | (400) | (2,543) | 2,143 | |||||||
| Provision for asset impairment | — | (9,002) | 9,002 | |||||||
| Gain on sale of investment properties, net | 1,522 | 1,752 | (230) | |||||||
| Equity in earnings (losses) of unconsolidated entities | 6,398 | (3,141) | 9,539 | |||||||
| Other income and expense, net | 606 | 3,326 | (2,720) | |||||||
| Total other (expense) income, net | $ | (8,135) | $ | (28,357) | $ | 20,222 |
Interest expense, net
Interest expense, net, for the year ended December 31, 2021, decreased $2.5 million when compared to the same period in 2020, primarily as a result of fluctuations in our line of credit balances, declining 1-month LIBOR interest rates on our corporate credit facilities, and repaying total mortgages payable of $67.5 million across three retail properties, generating decreased interest expense of $1.2 million, $0.6 million and $0.7 million, respectively.
Loss on extinguishment of debt
During the year ended December 31, 2021, we recognized a loss of $0.4 million in connection with amending our corporate debt facilities. During the year ended December 31, 2020, we recognized a loss of $2.5 million on the extinguishment of total mortgages payable of $26.3 million on two retail properties, primarily related to prepayment penalties.
Provision for asset impairment
During the year ended December 31, 2020, we identified one retail property that had a reduction in its expected hold period. We recorded a provision for asset impairment of $9.0 million as a result of the executed sales contract price being lower than the property's carrying value. This property was sold on May 1, 2020.
Gain on sale of investment properties, net
During the year ended December 31, 2021, we recognized a gain of $1.5 million on the sale of one retail property and the completion of partial condemnations at four retail properties. During the year ended December 31, 2020, we recognized a gain of $1.8 million on the sale of one retail property, partial sale of one retail property, and the completion of partial condemnations at three retail properties.
Equity in earnings (losses) of unconsolidated entities
Equity in earnings of unconsolidated entities for the year ended December 31, 2021, increased $9.5 million when compared to the same period in 2020, primarily as a result of decreased impairment charges of $6.0 million, increased gains on sales of properties of $3.2 million, and decreased interest expense of $1.0 million, which were partially offset by decreased earnings from property operations of $0.7 million. The aforementioned amounts represent our proportionate share of the activity.
Other income and expense, net
Under the federal legislation enacted on March 27, 2020, known as 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 our taxable REIT subsidiaries, total additional tax benefits of $1.2 million were recognized during the year ended December 31, 2020. The remaining $1.5 million decrease in other income and expense, net is the result of decreased interest income of $0.7 million and net decreases in all other income and expenses of $0.8 million.
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Net Operating Income
We evaluate the performance of our retail properties based on NOI, which excludes general and administrative expenses, direct listing costs, depreciation and amortization, provision for asset impairment, other income and expense, net, gains (losses) from sales of properties, gains (losses) on extinguishment of debt, interest expense, net, equity in earnings (losses) from unconsolidated entities, lease termination income and expense, and GAAP rent adjustments (such as straight-line rent, above/below market lease amortization and amortization of lease incentives). We bifurcate NOI into Same Property NOI and NOI from other investment properties based on whether the underlying retail properties meet our same property criteria.
We believe the supplemental non-GAAP financial measures of NOI, same property NOI, and NOI from other investment properties provide added comparability across periods when evaluating our financial condition and operating performance that is not readily apparent from "Operating income" or "Net income" in accordance with GAAP.
Comparison of Same Property results for the years ended December 31, 2021 and 2020
A total of 52 wholly-owned retail properties met our Same Property criteria for the years ended December 31, 2021 and 2020. The following table represents the reconciliation of net loss, the most directly comparable GAAP measure, to NOI and Same Property NOI for the years ended December 31, 2021 and 2020:
| Year ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | Change, net | ||||||||
| Net loss | $ | (5,360) | $ | (10,174) | $ | 4,814 | ||||
| Adjustments to reconcile to non-GAAP metrics: | ||||||||||
| Other income and expense, net | (606) | (3,326) | 2,720 | |||||||
| Equity in (earnings) losses of unconsolidated entities | (6,398) | 3,141 | (9,539) | |||||||
| Interest expense, net | 16,261 | 18,749 | (2,488) | |||||||
| Loss on extinguishment of debt | 400 | 2,543 | (2,143) | |||||||
| Gain on sale of investment properties, net | (1,522) | (1,752) | 230 | |||||||
| Provision for asset impairment | — | 9,002 | (9,002) | |||||||
| Depreciation and amortization | 87,143 | 87,755 | (612) | |||||||
| General and administrative | 38,192 | 33,141 | 5,051 | |||||||
| Direct listing costs | 19,769 | — | 19,769 | |||||||
| Other fee income | (3,542) | (3,647) | 105 | |||||||
| Adjustments to NOI (a) | (7,528) | (7,249) | (279) | |||||||
| NOI | 136,809 | 128,183 | 8,626 | |||||||
| NOI from other investment properties | (4,646) | (2,808) | (1,838) | |||||||
| Same Property NOI | 132,163 | 125,375 | 6,788 | |||||||
| IAGM Same Property NOI at share | 12,625 | 13,300 | (675) | |||||||
| Pro Rata Same Property NOI | $ | 144,788 | $ | 138,675 | $ | 6,113 |
(a)Adjustments to NOI include termination fee income and expense and GAAP rent adjustments.
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Comparison of the components of Same Property NOI for the years ended December 31, 2021 and 2020
| Year ended December 31, | Change | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | Variance | |||||||||||
| Lease income, net | $ | 192,925 | $ | 181,472 | $ | 11,453 | 6.3% | ||||||
| Other property income | 1,083 | 1,208 | (125) | (10.3)% | |||||||||
| 194,008 | 182,680 | 11,328 | 6.2% | ||||||||||
| Property operating expenses | 31,499 | 26,948 | 4,551 | 16.9% | |||||||||
| Real estate taxes | 30,346 | 30,357 | (11) | —% | |||||||||
| 61,845 | 57,305 | 4,540 | 7.9% | ||||||||||
| Same Property NOI | $ | 132,163 | $ | 125,375 | $ | 6,788 | 5.4% |
Same Property NOI increased by $6.8 million, or 5.4%, when comparing the year ended December 31, 2021 to the same period in 2020, and was primarily a result of:
•net changes in credit losses and related reversals of $10.5 million,
•increased recovery income of $1.0 million,
•a net increase in short-term and percentage rent of $0.5 million, and was offset by:
•decreased minimum rent of $0.6 million,
•increased recoverable expenses of $2.5 million, and
•increased non-recoverable expenses of $2.1 million.
During the year ended December 31, 2021, we recognized credit losses relating to billed rent and recoveries of $2.2 million and reversals of credit losses of $4.9 million. During the year ended December 31, 2020, we recognized credit losses relating to billed rent and recoveries of $9.1 million and reversals of credit losses of $1.3 million. Credit losses principally relate to our assessment of how the COVID-19 pandemic may impact our tenants' ability to make future rental payments.
The increase in real estate taxes and recoverable operating expenses, net of associated recoveries, primarily reflects leases which either fix or limit recoveries.
The increase in short-term and percentage rent primarily reflects increased short-term leasing arrangements and additional rent from grocers experiencing heightened sales volumes.
The decrease in minimum rent primarily reflects our efforts to renegotiate certain leases of tenants markedly impacted by the COVID-19 pandemic, which often resulted in rent reductions or partial rent abatements.
In line with our improved results of operations, certain non-recoverable operating expenses relating property projects and initiatives were completed during 2021. These projects and initiatives had been put on hold during 2020 due to the onset of the COVID-19 pandemic.
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Funds From Operations
The National Association of Real Estate Investment Trusts ("NAREIT"), an industry trade group, has promulgated a widely accepted non-GAAP financial measure of operating performance known as Funds From Operations ("NAREIT FFO"). Our NAREIT FFO is net income (or loss) in accordance with GAAP, excluding gains (or losses) resulting from dispositions of properties, plus depreciation and amortization and impairment charges on depreciable real property. Adjustments for unconsolidated joint ventures are calculated to reflect our proportionate share of the joint venture's funds from operations on the same basis.
In calculating NAREIT FFO, impairment charges of depreciable real estate assets are added back even though the impairment charge may represent a permanent decline in value due to the decreased operating performance of the applicable property. Furthermore, because gains and losses from sales of property are excluded from NAREIT FFO, it is consistent and appropriate that impairments, which are often early recognition of losses on prospective sales of property, also be excluded. If evidence exists that a loss reflected in the investment of an unconsolidated entity is due to the impairment of depreciable real estate assets, our share of these impairments is added back to net income in the determination of NAREIT FFO.
We believe NAREIT FFO Applicable to Common Shares and Dilutive Securities, when considered with the financial statements determined in accordance with GAAP, is helpful to investors in understanding our performance because the historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time. Since real estate values historically rise and fall with market conditions, presentations of operating results for a REIT, using historical accounting for depreciation, could be less informative.
Core Funds From Operations ("Core FFO") is an additional supplemental non-GAAP financial measure of our operating performance. In particular, Core FFO provides an additional measure to compare the operating performance of different REITs without having to account for certain remaining amortization assumptions within NAREIT FFO and other unique revenue and expense items which some may consider not pertinent to measuring a particular company's on-going operating performance. In that regard, we use Core FFO as an input to our compensation plan to determine cash bonuses and measure the achievement of certain performance-based equity awards.
Our adjustments to NAREIT FFO to arrive at Core FFO include removing the impact of (i) amortization of debt premiums, discounts, and financing costs, (ii) amortization of above and below-market leases and lease inducements, (iii) depreciation and amortization of corporate assets, (iv) straight-line rent adjustments, (v) gains (or losses) resulting from debt extinguishments (vi) other non-operating revenue and expense items which, in our judgement, are not pertinent to measuring on-going operating performance, (vii) adjustments for unconsolidated joint ventures to reflect our share of the ventures' Core FFO on the same basis. Our calculation of Core FFO Applicable to Common Shares and Dilutive Securities does not consider any capital expenditures.
Other REITs may use alternative methodologies for calculating similarly titled measures, which may not be comparable to our definition and calculation of NAREIT FFO Applicable to Common Shares and Dilutive Securities or Core FFO Applicable to Common Shares and Dilutive Securities. Furthermore, NAREIT FFO and Core FFO are not necessarily indicative of cash flow available to fund cash needs and should not be considered as alternatives to net income as an indication of our performance. NAREIT FFO and Core FFO should not be considered as alternatives to our cash flows from operating, investing, and financing activities. Nor should NAREIT FFO and Core FFO be considered as measures of liquidity, our ability to make cash distributions, or our ability to service our debt.
29
NAREIT FFO Applicable to Common Shares and Dilutive Securities and Core FFO Applicable to Common Shares and Dilutive Securities is calculated as follows:
| Year ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| Net loss | $ | (5,360) | $ | (10,174) | ||
| Depreciation and amortization related to investment properties | 86,257 | 86,524 | ||||
| Provision for asset impairment | — | 9,002 | ||||
| Gain on sale of investment properties, net | (1,522) | (1,752) | ||||
| Unconsolidated joint venture adjusting items, net (a) | 4,713 | 15,026 | ||||
| NAREIT FFO Applicable to Common Shares and Dilutive Securities | 84,088 | 98,626 | ||||
| Amortization of above and below-market leases and lease inducements, net | (4,318) | (7,060) | ||||
| Straight-line rent adjustments, net | (2,805) | 624 | ||||
| Direct listing costs | 19,769 | — | ||||
| Adjusting items, net (b) | 2,201 | 4,043 | ||||
| Unconsolidated joint venture adjusting items, net (c) | 672 | 931 | ||||
| Core FFO Applicable to Common Shares and Dilutive Securities | $ | 99,607 | $ | 97,164 | ||
| Weighted average common shares outstanding - basic | 71,072,933 | 72,040,623 | ||||
| Dilutive effect of unvested restricted shares (d) | — | — | ||||
| Weighted average common shares outstanding - diluted | 71,072,933 | 72,040,623 | ||||
| Net loss per common share | $ | (0.08) | $ | (0.14) | ||
| Per share adjustments for NAREIT FFO Applicable to Common Shares and Dilutive Securities | 1.26 | 1.51 | ||||
| NAREIT FFO Applicable to Common Shares and Dilutive Securities per share | $ | 1.18 | $ | 1.37 | ||
| Per share adjustments for Core FFO Applicable to Common Shares and Dilutive Securities | 0.22 | (0.02) | ||||
| Core FFO Applicable to Common Shares and Dilutive Securities per share | $ | 1.40 | $ | 1.35 |
(a)Represents our share of depreciation, amortization, impairment, and gains on sale related to investment properties held in IAGM.
(b)Adjusting items, net, are primarily loss on extinguishment of debt, amortization of debt discounts and financing costs, depreciation and amortization of corporate assets, and non-operating income and expenses, net, which includes items which are not pertinent to measuring on-going operating performance, such as miscellaneous and settlement income.
(c)Represents our share of amortization of above and below-market leases and lease inducements, net, straight-line rent adjustments, net and adjusting items, net related to IAGM.
(d)For purposes of calculating non-GAAP per share metrics, the same denominator is used as that which would be used in calculating diluted earnings per share in accordance with GAAP. For the year ended December 31, 2021 and 2020, unvested restricted shares were antidilutive and therefore excluded from the denominator in the diluted earnings per share calculation in accordance with GAAP.
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Critical Accounting Estimates
General
The accompanying consolidated financial statements have been prepared in accordance with GAAP, which require 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 collectability of accounts receivable, allocating the purchase price of acquired retail properties, and evaluating the impairment of long-lived assets. We base these estimates, judgments and assumptions on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results may differ from these estimates.
Revenue Recognition
Credit Losses
We review the collectability of amounts due from our 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 we 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 we have entered into an amendment to provide the tenant with 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.
Acquisition of Real Estate
We evaluate 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 generally capitalized and amortized over the useful life of the acquired assets. Generally, our acquisitions of real estate qualify as asset acquisitions.
We allocate the purchase price of real estate to land, building, other building improvements, tenant improvements, intangible assets and liabilities (such as the value of above- and below-market leases, in-place leases and origination costs associated with in-place leases). The values of above- and below-market leases are recorded as intangible assets and intangible liabilities, respectively, and are amortized as either a decrease (in the case of above-market leases) or an increase (in the case of below-market leases) to lease income, net over the remaining term of the associated tenant lease. The values, if any, associated with in-place leases are recorded in intangible assets and are amortized to depreciation and amortization expense over the remaining lease term.
The difference between the contractual rental rates and our 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.
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With the assistance of a third-party valuation specialist, we perform 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 our 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.
Impairment of Long Lived Assets
We assess the carrying values of our long-lived tangible and intangible assets whenever events or changes in circumstances indicate that they may not be fully recoverable. An example of an event or changed circumstance is a reduction in the expected holding 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, we recognize 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 our 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, discount and capitalization rates. These unobservable inputs are based on market conditions and the property's expected growth rates. Assumptions and estimates about future cash flows and discount and capitalization rates are complex and subjective. Changes in economic and operating conditions and in our ultimate investment intent that occur subsequent to the impairment analyses could impact these assumptions and result in additional impairment.
Our 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 our disposition strategy or changes in the marketplace may alter the expected hold period of a property which may result in an impairment loss and such loss could be material to the Company's financial condition or operating performance.
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Liquidity and Capital Resources
Development, Re-development, Capital Expenditures and Leasing Activities
The following table summarizes capital resources used through development and re-development, capital expenditures, and leasing activities at our retail properties owned during the year ended December 31, 2021. These costs are classified as cash used in capital expenditures and tenant improvements and investment in development and re-development projects on the consolidated statements of cash flows during the year ended December 31, 2021.
| Development and Re-development | Capital Expenditures | Leasing | Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Direct costs | $ | 4,562 | (a) | $ | 8,588 | $ | 5,308 | (c) | $ | 18,458 | ||||
| Indirect costs | 904 | (b) | 1,465 | — | 2,369 | |||||||||
| Total | $ | 5,466 | $ | 10,053 | $ | 5,308 | $ | 20,827 |
(a)Direct development and re-development costs relate to construction of buildings at our retail properties.
(b)Indirect development and re-development costs relate to capitalized interest, real estate taxes, insurance, and payroll attributed to improvements at our retail properties.
(c)Direct leasing costs relate to improvements to a tenant space that are either paid directly by us or reimbursed to the tenants.
Short-Term Liquidity and Capital Resources
On a short-term basis, our principal uses for funds are to pay our operating and corporate expenses, interest and principal on our indebtedness, property capital expenditures, and to make distributions to our stockholders.
Our ability to maintain adequate liquidity for our operations in the future is dependent upon a number of factors, including our revenue, macroeconomic conditions, our ability to contain costs, including capital expenditures, and to collect rents and other receivables, and various other factors, many of which are beyond our control. We will continue to monitor our liquidity position and may seek to raise funds through debt or equity financing in the future to fund operations, significant investments or acquisitions that are consistent with our strategy. Our ability to raise these funds may also be diminished by other macroeconomic factors.
Long-Term Liquidity and Capital Resources
Our objectives are to maximize revenue generated by our retail platform, to further enhance the value of our retail properties to produce attractive current yield and long-term returns for our stockholders, and to generate sustainable and predictable cash flow from our operations to distribute to our stockholders.
Any future determination to pay distributions will be at the discretion of our Board and will depend on our financial condition, capital requirements, restrictions contained in current or future financing instruments, and such other factors as our Board deems relevant. In August 2021, our Board approved an increase to our annual distribution rate effective for the quarterly distribution paid in January 2022.
Our primary sources and uses of capital are as follows:
| Sources | Uses | |
|---|---|---|
| •Operating cash flows from our real estate investments;•Distributions from our joint venture investment; •Proceeds from sales of properties; •Proceeds from mortgage loan borrowings on properties;•Proceeds from corporate borrowings; and•Interest earned on cash and cash equivalents. | •To invest in properties;•To fund development, re-development, maintenance and capital expenditures or leasing incentives;•To make distributions to our stockholders; •To service or pay down our debt; •To pay our operating expenses; and•To fund other general corporate uses. |
We believe our recent listing on the NYSE will facilitate supplementing these sources by selling equity securities of the Company if and when we believe appropriate to do so. Also, from time to time, we may seek to acquire additional amounts of our outstanding common stock through cash purchases or exchanges for other securities. Such purchases or exchanges, if any, will depend on our liquidity requirements, contractual restrictions, and other factors.
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Off Balance Sheet Arrangements
The Company does not have off balance sheet arrangements other than its joint venture, IAGM, as disclosed in "Part IV. Item 8. Note 6. Investment in Unconsolidated Entities."
Summary of Cash Flows
| Year ended December 31, | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||||||
| Cash provided by operating activities | $ | 89,956 | $ | 94,155 | $ | (4,199) | ||||
| Cash used in investing activities | (64,701) | (49,060) | (15,641) | |||||||
| Cash used in financing activities | (204,171) | (82,073) | (122,098) | |||||||
| Decrease in cash, cash equivalents and restricted cash | (178,916) | (36,978) | (141,938) | |||||||
| Cash, cash equivalents and restricted cash at beginning of year | 223,770 | 260,748 | (36,978) | |||||||
| Cash, cash equivalents and restricted cash at end of year | $ | 44,854 | $ | 223,770 | $ | (178,916) |
Cash provided by operating activities of $90.0 million and $94.2 million for the years ended December 31, 2021 and 2020, respectively, was generated primarily from income from property operations and operating distributions from IAGM. Cash provided by operating activities decreased $4.2 million when comparing 2021 to 2020, primarily as a result of direct listing costs of $19.8 million in 2021, which was partially offset by our collection of deferred rental payments of $4.9 million, increased distributions from IAGM of $1.7 million, decreased interest expense of $2.5 million, and overall other increased cash from property operations of $6.5 million, inclusive of our property acquisitions and dispositions since January 1, 2020.
Cash used in investing activities of $64.7 million for the year ended December 31, 2021, was primarily the result of:
•$53.1 million for acquisitions of investment properties,
•$15.4 million for capital expenditures and tenant improvements,
•$5.5 million for investment in development and re-development projects,
•$4.1 million for lease commissions and other leasing costs,
•$1.4 million for other investing cash outflows, and was partially offset by cash provided of
•$14.8 million from net proceeds received from the sale of investment properties.
Cash used in investing activities of $49.1 million for the year ended December 31, 2020, was primarily the result of:
•$41.4 million for acquisitions of investment properties,
•$12.9 million for capital expenditures and tenant improvements,
•$2.2 million for investment in development and re-development projects,
•$1.4 million for lease commissions and other leasing costs, and was partially offset by cash provided of
•$8.0 million from net proceeds received from the sale of investment properties, and
•$0.8 million from other investing cash inflows.
Cash used in financing activities of $204.2 million for the year ended December 31, 2021, was primarily the result of:
•$457.4 million for pay-offs of debt, principal payments of mortgage debt, and payment of loan fees and other deposits,
•$16.7 million for the repurchase of common stock under our share repurchase plan,
•$103.3 million for the repurchase of common stock through a tender offer,
•$55.6 million to pay distributions,
•$1.8 million for the payment of tax withholdings for share-based compensation,
•$0.4 million for the payment of finance lease liabilities, and was partially offset by cash provided of
•$431.0 million from proceeds received under our unsecured credit agreements.
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Cash used in financing activities of $82.1 million for the year ended December 31, 2020, was primarily the result of:
•$171.4 million for pay-offs of debt, debt prepayment penalties, principal payments of mortgage debt, and payment of loan fees and other deposits,
•$5.2 million for the repurchase of common stock under our share repurchase plan,
•$54.2 million to pay distributions,
•$1.1 million for the payment of tax withholdings for share-based compensation,
•$0.2 million for other financing cash outflows, net, and was partially offset by cash provided of
•$150.0 million from proceeds received under our unsecured credit agreements.
We consider 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. We maintain our cash and cash equivalents at major financial institutions. The combined account balances at one or more institutions generally exceed the FDIC insurance coverage. We periodically assess the credit risk associated with these financial institutions. We believe insignificant credit risk exists related to amounts on deposit in excess of FDIC insurance coverage.
Acquisitions and Dispositions of Real Estate Investments
In 2021, we acquired one retail property and an outparcel adjacent to an existing retail property. In 2020, we acquired two retail properties and the underlying real estate of a grocery tenant adjacent to an existing retail property. During the years ended December 31, 2021 and 2020, we invested net cash of approximately $53.1 million and $41.4 million, respectively, for these acquisitions.
In 2021, we disposed of one retail property and completed partial condemnations at four retail properties for an aggregate gross disposition price of $15.0 million. In 2020, we disposed of one retail property, completed a partial sale of one retail property, and completed partial condemnations at three retail properties for an aggregate gross disposition price of $8.5 million.
Distributions
During the year ended December 31, 2021, we declared cash distributions to our stockholders totaling $55.7 million and paid cash distributions of $55.6 million.
As we execute on our retail strategy, the Board evaluated and expects to continue to evaluate our distribution rate on a periodic basis. See "Part I. Item 1. Business - Current Strategy and Outlook" for more information regarding our retail strategy. The following table presents a historical summary of distributions declared, paid and reinvested.
| Year ended December 31, | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | 2018 | 2017 | ||||||||||||||
| Distributions declared | $ | 55,721 | $ | 54,604 | $ | 53,473 | $ | 53,782 | $ | 53,758 | ||||||||
| Distributions paid | $ | 55,561 | $ | 54,214 | $ | 53,250 | $ | 54,194 | $ | 53,358 | ||||||||
| Distributions reinvested | $ | — | $ | 185 | $ | 50 | $ | — | $ | — |
.
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Borrowings
Mortgages Payable, Maturities
The following table shows the scheduled maturities for the Company's mortgages payable as of December 31, 2021, for each of the next five years and thereafter:
| Scheduled maturities by year: | As of December 31, 2021 | |
|---|---|---|
| 2022 | $ | 22,399 |
| 2023 | 39,226 | |
| 2024 | 15,700 | |
| 2025 | 28,630 | |
| 2026 | — | |
| Thereafter | — | |
| Total mortgages payable | $ | 105,955 |
Credit Agreements, Maturities
As of December 31, 2021, we had outstanding borrowings of $31.0 million under our revolving credit facility at an interest rate of 1.15%.
The following table shows the Company's outstanding borrowings under its unsecured term loans as of December 31, 2021.
| Principal Balance | Interest Rate | Maturity Date | |||||
|---|---|---|---|---|---|---|---|
| $200.0 million 5 year - swapped to fixed rate | $ | 100,000 | 2.6795% (a) | September 22, 2026 | |||
| $200.0 million 5 year - swapped to fixed rate | 100,000 | 2.6795% (a) | September 22, 2026 | ||||
| $200.0 million 5.5 year - swapped to fixed rate | 50,000 | 2.6915% (a) | March 22, 2027 | ||||
| $200.0 million 5.5 year - swapped to fixed rate | 50,000 | 2.6990% (a) | March 22, 2027 | ||||
| $200.0 million 5.5 year - variable rate | 100,000 | 1.2993% (b) | March 22, 2027 | ||||
| Total unsecured term loans | 400,000 |
(a)Interest rates reflect the fixed rates achieved through the Company's interest rate swaps.
(b)Interest rate reflects 1-Month LIBOR plus 1.20% effective December 2, 2021.
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Contractual Obligations
We have obligations related to our mortgage loans, term loan, and revolving credit facility as described in "Note 8. Debt" in the consolidated financial statements. The unconsolidated joint venture in which we have an investment has third party mortgage debt of $166.7 million at December 31, 2021, as described in "Note 6. Investment in Unconsolidated Entities" in the consolidated financial statements. It is anticipated that our unconsolidated entity will be able to repay or refinance all of its debt on a timely basis.
The following table presents, on a consolidated basis, obligations and commitments to make future payments under debt obligations and lease agreements. It excludes third-party debt associated with our unconsolidated joint venture and debt discounts that are not future cash obligations as of December 31, 2021.
| Payments due by year ending December 31, | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2023 | 2024 | 2025 | 2026 | Thereafter | Total | ||||||||||||||||||||
| Long term debt: | ||||||||||||||||||||||||||
| Fixed rate debt, principal (a) | $ | 22,399 | $ | 39,226 | $ | 15,700 | $ | 28,630 | $ | 200,000 | $ | 100,000 | $ | 405,955 | ||||||||||||
| Variable rate debt, principal | — | — | — | 31,000 | — | 100,000 | 131,000 | |||||||||||||||||||
| Interest | 14,067 | 13,228 | 13,342 | 12,492 | 9,642 | 1,227 | 63,998 | |||||||||||||||||||
| Total long term debt | 36,466 | 52,454 | 29,042 | 72,122 | 209,642 | 201,227 | 600,953 | |||||||||||||||||||
| Operating lease obligations (b) | 152 | 513 | 575 | 456 | 460 | 1,740 | 3,896 | |||||||||||||||||||
| Finance lease obligations (c) | 279 | 21 | — | — | — | — | 300 | |||||||||||||||||||
| Grand total | $ | 36,897 | $ | 52,988 | $ | 29,617 | $ | 72,578 | $ | 210,102 | $ | 202,967 | $ | 605,149 |
(a)Includes $200.0 million of variable-rate unsecured term loans that have been swapped to a fixed rate until September 22, 2026, and $100.0 million of variable-rate unsecured term loans that have been swapped to a fixed rate until March 22, 2027.
(b)Includes leases on corporate office spaces.
(c)Includes contracts for property improvements which have been deemed to contain finance leases.
Inflation
Although inflation has been low in recent years and has had minimal impact on the operating performance of our shopping centers, it began to increase in the fourth quarter of 2021, together with consumer prices. With respect to current economic conditions and governmental fiscal policy, inflation has become a greater risk. Rising inflation may affect our and our tenants' expenses, including, without limitation, by increasing product prices and costs such as wages, benefits, taxes, property and casualty insurance, borrowing costs and utilities. We rely on the performance of our assets to increase revenues in order to keep pace with inflation. We may not be able to offset high rates of inflation through rent increases due to the long-term nature of some of our leases.
A number of our leases contain provisions designed to partially mitigate adverse impacts of inflation. Our leases typically require the tenant to pay its share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in these costs resulting from inflation, although some larger tenants have capped the amount of these operating costs they are responsible for. A portion of our leases also include clauses enabling us to receive percentage rents based on a tenant's gross sales above specified levels or rental escalation clauses which are typically based on increases in the Consumer Price Index or similar inflation indices.
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