ivt-20240331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-40896

INVENTRUST PROPERTIES CORP.

(Exact name of registrant as specified in its charter)

Maryland

34-2019608

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

3025 Highland Parkway,

Suite 350

Downers Grove,

Illinois

60515

(855)

377-0510

(Address of principal executive offices) (Zip Code)

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, $0.001 par value

IVT

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 29, 2024, there were 67,874,528 shares of the registrant's common stock outstanding.

INVENTRUST PROPERTIES CORP.

Quarterly Report on Form 10-Q

For the quarterly period ended March 31, 2024

Table of Contents


	Part I - Financial Information	Page
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of March 3 1 , 202 4 (unaudited) and Decembe r 31, 20 23	1
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended Ma rch 3 1 , 202 4 and 202 3 (unaudited)	2
	Condensed Consolidated Statements of Equity for the three months ended March 3 1 , 202 4 and 202 3 (unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the three months ended M arch 3 1 , 202 4 and 2023 (unaudited)	4
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	28
	Part II - Other Information
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	29

	Signatures	30

-i-

INVENTRUST PROPERTIES CORP.

Condensed Consolidated Balance Sheets

(in thousands, except share amounts)


	As of
	March 31, 2024		December 31, 2023
	(unaudited)
Assets
Investment properties
Land	$	698,532	$	694,668
Building and other improvements	1,979,896		1,956,117
Construction in progress	7,202		5,889
Total	2,685,630		2,656,674
Less accumulated depreciation	(476,541)		(461,352)
Net investment properties	2,209,089		2,195,322
Cash, cash equivalents and restricted cash	75,116		99,763
Intangible assets, net	110,920		114,485
Accounts and rents receivable	29,766		35,353
Deferred costs and other assets, net	51,477		42,408
Total assets	$	2,476,368	$	2,487,331

Liabilities
Debt, net	$	827,527	$	814,568
Accounts payable and accrued expenses	28,764		44,583
Distributions payable	15,360		14,594
Intangible liabilities, net	29,730		30,344
Other liabilities	26,938		29,198
Total liabilities	928,319		933,287
Commitments and contingencies

Stockholders' Equity
Preferred stock, $0.001 par value, 40,000,000 shares authorized, none outstanding	—		—
Common stock, $0.001 par value, 146,000,000 shares authorized, 67,874,528 shares issued and outstanding as of March 31, 2024 and 67,807,831 shares issued and outstanding as of December 31, 2023	68		68
Additional paid-in capital	5,471,191		5,468,728
Distributions in excess of accumulated net income	(3,945,286)		(3,932,826)
Accumulated comprehensive income	22,076		18,074
Total stockholders' equity	1,548,049		1,554,044
Total liabilities and stockholders' equity	$	2,476,368	$	2,487,331

See accompanying notes to the condensed consolidated financial statements.

INVENTRUST PROPERTIES CORP.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(Unaudited)

(in thousands, except share and per share amounts)


	Three months ended March 31
		2024		2023
Income
Lease income, net		$	66,493	$	64,830
Other property income		305		295
Other fee income		—		80
Total income		66,798		65,205

Operating expenses
Depreciation and amortization		28,168		26,758
Property operating		9,999		10,230
Real estate taxes		8,981		9,628
General and administrative		7,974		7,731
Total operating expenses		55,122		54,347

Other (expense) income
Interest expense, net		(9,634)		(9,509)



Equity in losses of unconsolidated entities		—		(663)
Other income and expense, net		858		447
Total other (expense) income, net		(8,776)		(9,725)

Net income		$	2,900	$	1,133

Weighted-average common shares outstanding - basic		67,874,528		67,508,641
Weighted-average common shares outstanding - diluted		68,272,050		67,654,524

Net income per common share - basic		$	0.04	$	0.02
Net income per common share - diluted		$	0.04	$	0.02

Distributions declared per common share outstanding		$	0.23	$	0.22
Distributions paid per common share outstanding		$	0.22	$	0.20

Comprehensive income (loss)
Net income		$	2,900	$	1,133
Unrealized gain (loss) on derivatives, net		7,319		(3,317)
Reclassification to net income		(3,317)		(2,892)
Comprehensive income (loss)		$	6,902	$	(5,076)

See accompanying notes to the condensed consolidated financial statements.

INVENTRUST PROPERTIES CORP.

Condensed Consolidated Statements of Equity

(Unaudited)

(in thousands, except share amounts)


	Number of Shares	Common Stock		Additional Paid-in Capital		Distributions in Excess of Accumulated Net Income		Accumulated Comprehensive Income		Total

Beginning balance, January 1, 2024	67,807,831	$	68	$	5,468,728	$	(3,932,826)	$	18,074	$	1,554,044
Net income	—	—		—		2,900		—		2,900
Unrealized gain on derivatives	—	—		—		—		7,319		7,319
Reclassification to interest expense, net	—	—		—		—		(3,317)		(3,317)
Distributions declared	—	—		—		(15,360)		—		(15,360)
Stock-based compensation, net	66,697	—		2,463		—		—		2,463
Ending balance, March 31, 2024	67,874,528	$	68	$	5,471,191	$	(3,945,286)	$	22,076	$	1,548,049


	Number of Shares	Common Stock		Additional Paid-in Capital		Distributions in Excess of Accumulated Net Income		Accumulated Comprehensive Income		Total

Beginning balance, January 1, 2023	67,472,553	$	67	$	5,456,968	$	(3,879,847)	$	26,721	$	1,603,909
Net income	—	—		—		1,133		—		1,133
Unrealized loss on derivatives	—	—		—		—		(3,317)		(3,317)
Reclassification to interest expense, net	—	—		—		—		(2,892)		(2,892)

Distributions declared	—	—		—		(14,548)		—		(14,548)
Stock-based compensation, net	36,088	1		2,119		—		—		2,120
Ending balance, March 31, 2023	67,508,641	$	68	$	5,459,087	$	(3,893,262)	$	20,512	$	1,586,405

See accompanying notes to the condensed consolidated financial statements.

INVENTRUST PROPERTIES CORP.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)


	Three months ended March 31
	2024		2023
Cash flows from operating activities:
Net income	$	2,900	$	1,133
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	28,168		26,758
Amortization of market-lease intangibles and inducements, net	(576)		(1,516)
Amortization of debt discounts and financing costs	575		854
Straight-line rent adjustments, net	(906)		(909)
Reversal of estimated credit losses	(46)		(305)



Equity in losses of unconsolidated entities	—		663

Stock-based compensation expense, net	2,191		1,967
Changes in operating assets and liabilities:
Accounts and rents receivable	6,539		5,505
Deferred costs and other assets, net	(4,749)		(3,513)
Accounts payable and accrued expenses	(17,311)		(14,735)
Other liabilities	(1,982)		123
Net cash provided by operating activities	14,803		16,025
Cash flows from investing activities:
Purchase of investment properties	(16,527)		(129,635)
Capital expenditures and tenant improvements	(4,872)		(4,734)
Investment in development and redevelopment projects	(1,230)		(809)

Distributions from unconsolidated entities	—		79,255
Lease commissions and other leasing costs	(991)		(475)
Other investing activities, net	(39)		38

Net cash used in investing activities	(23,659)		(56,360)
Cash flows from financing activities:
Payment of tax withholdings for stock-based compensation	(1,197)		(556)



Distributions to shareholders	(14,594)		(13,837)


Line of credit proceeds	—		30,000
Line of credit repayments	—		(30,000)


Payoffs of debt	—		(13,700)

Principal payments on mortgage debt	—		(32)

Other financing activities	—		(11)
Net cash used in financing activities	(15,791)		(28,136)
Net decrease in cash, cash equivalents and restricted cash	(24,647)		(68,471)
Cash, cash equivalents and restricted cash at the beginning of the period	99,763		137,762
Cash, cash equivalents and restricted cash at the end of the period	$	75,116	$	69,291

INVENTRUST PROPERTIES CORP.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)


	Three months ended March 31
	2024		2023
Supplemental disclosure and schedules:
Cash flow disclosure, including non-cash activities:
Cash paid for interest, net of capitalized interest	$	12,713	$	11,343
Cash paid for income taxes	$	3	$	3
Previously held equity investments in real estate assets acquired	$	—	$	39,603
Distributions payable to shareholders	$	15,360	$	14,548
Accrued capital expenditures and tenant improvements	$	4,465	$	3,969
Capitalized costs placed in service	$	3,066	$	2,424
Gross issuance of shares for stock-based compensation	$	2,888	$	1,395

Purchase of investment properties:
Net investment properties	$	25,286	$	181,039
Accounts and rents receivable, lease intangibles, and deferred costs and other assets	4,477		49,322

SEC Form 10-Q filed by InvenTrust Properties Corp.