UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
For the quarterly period ended March 31, 2025
or
For the transition period from to
Commission File Number: 001-40896
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.) | |||||||||||||||||||||
| (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 | ||||||||||||
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.
| ☒ | 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 28, 2025, there were 77,567,764 shares of the registrant's common stock outstanding.
INVENTRUST PROPERTIES CORP.
Quarterly Report on Form 10-Q
For the quarterly period ended March 31, 2025
Table of Contents
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| Item 1. | ||||||||
| Item 1A. | ||||||||
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-i-
INVENTRUST PROPERTIES CORP.
Condensed Consolidated Balance Sheets
(in thousands, except share amounts)
| As of | |||||||||||
| March 31, 2025 | December 31, 2024 | ||||||||||
| (unaudited) | |||||||||||
| Assets | |||||||||||
| Investment properties | |||||||||||
| Land | $ | $ | |||||||||
| Building and other improvements | |||||||||||
| Construction in progress | |||||||||||
| Total | |||||||||||
| Less accumulated depreciation | ( | ( | |||||||||
| Net investment properties | |||||||||||
| Cash, cash equivalents, and restricted cash | |||||||||||
| Intangible assets, net | |||||||||||
| Accounts and rents receivable | |||||||||||
| Deferred costs and other assets, net | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities | |||||||||||
| Debt, net | $ | $ | |||||||||
| Accounts payable and accrued expenses | |||||||||||
| Distributions payable | |||||||||||
| Intangible liabilities, net | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Stockholders' Equity | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Distributions in excess of accumulated net income | ( | ( | |||||||||
| Accumulated comprehensive income | |||||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
See accompanying notes to the condensed consolidated financial statements.
1
INVENTRUST PROPERTIES CORP.
Condensed Consolidated Statements of Operations and Comprehensive Income
(Unaudited)
(in thousands, except share and per share amounts)
| Three months ended March 31 | |||||||||||
| 2025 | 2024 | ||||||||||
| Income | |||||||||||
| Lease income, net | $ | $ | |||||||||
| Other property income | |||||||||||
| Total income | |||||||||||
| Operating expenses | |||||||||||
| Depreciation and amortization | |||||||||||
| Property operating | |||||||||||
| Real estate taxes | |||||||||||
| General and administrative | |||||||||||
| Total operating expenses | |||||||||||
| Other (expense) income | |||||||||||
| Interest expense, net | ( | ( | |||||||||
| Other income and expense, net | |||||||||||
| Total other (expense) income, net | ( | ( | |||||||||
| Net income | $ | $ | |||||||||
| Weighted-average common shares outstanding - basic | |||||||||||
| Weighted-average common shares outstanding - diluted | |||||||||||
| Net income per common share - basic | $ | $ | |||||||||
| Net income per common share - diluted | $ | $ | |||||||||
| Comprehensive income | |||||||||||
| Net income | $ | $ | |||||||||
| Unrealized (loss) gain on derivatives, net | ( | ||||||||||
| Reclassification to net income | ( | ( | |||||||||
| Comprehensive income | $ | $ | |||||||||
See accompanying notes to the condensed consolidated financial statements.
2
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, 2025 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Unrealized loss on derivatives | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Reclassification to interest expense, net | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
Distributions declared ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation, net | — | — | |||||||||||||||||||||||||||||||||
| Ending balance, March 31, 2025 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
| 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 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Unrealized gain on derivatives | — | — | — | — | |||||||||||||||||||||||||||||||
| Reclassification to interest expense, net | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
Distributions declared ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
Stock-based compensation, net | — | — | — | ||||||||||||||||||||||||||||||||
| Ending balance, March 31, 2024 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
See accompanying notes to the condensed consolidated financial statements.
3
INVENTRUST PROPERTIES CORP.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
| Three months ended March 31 | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of market-lease intangibles and inducements, net | ( | ( | |||||||||
| Amortization of debt discounts and financing costs | |||||||||||
| Straight-line rent adjustments, net | ( | ( | |||||||||
| Reversal of estimated credit losses | ( | ( | |||||||||
| Stock-based compensation, net | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts and rents receivable | |||||||||||
| Deferred costs and other assets, net | ( | ( | |||||||||
| Accounts payable and accrued expenses | ( | ( | |||||||||
| Other liabilities | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Purchase of investment properties | ( | ||||||||||
| Capital investments and leasing costs | ( | ( | |||||||||
| Other investing activities, net | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Payment of tax withholdings for share-based compensation | ( | ( | |||||||||
| Proceeds from sale of common stock under ESPP | |||||||||||
| Distributions to shareholders | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net decrease in cash, cash equivalents, and restricted cash | ( | ( | |||||||||
| Cash, cash equivalents, and restricted cash at the beginning of the period | |||||||||||
| Cash, cash equivalents, and restricted cash at the end of the period | $ | $ | |||||||||
4
INVENTRUST PROPERTIES CORP.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
| Three months ended March 31 | |||||||||||
| 2025 | 2024 | ||||||||||
| Supplemental disclosure and schedules: | |||||||||||
| Cash flow disclosure, including non-cash activities: | |||||||||||
| Cash paid for interest, net of capitalized interest | $ | $ | |||||||||
| Cash paid for income taxes, net of refunds | |||||||||||
| Distributions payable to shareholders | |||||||||||
| Accrued capital investments and leasing costs | |||||||||||
| Capitalized costs placed in service | |||||||||||
| Gross issuance of shares for stock-based compensation | |||||||||||
| Purchase of investment properties: | |||||||||||
| Net investment properties | $ | $ | |||||||||
| Accounts and rents receivable, lease intangibles, and deferred costs and other assets | |||||||||||
| Accounts payable and accrued expenses, lease intangibles, and other liabilities | ( | ||||||||||
| Assumption of mortgage debt, at fair value | ( | ||||||||||
| Cash outflow for purchase of investment properties, net | |||||||||||
| Assumption of mortgage principal | |||||||||||
| Capitalized acquisition costs | ( | ||||||||||
| Credits and other changes in cash outflow, net | |||||||||||
| Gross acquisition price of investment properties | $ | $ | |||||||||
See accompanying notes to the condensed consolidated financial statements.
5
INVENTRUST PROPERTIES CORP.
Notes to Condensed Consolidated Financial Statements
March 31, 2025 and 2024
(Unaudited)
The accompanying condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP") for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. Readers of these interim condensed consolidated financial statements in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (this "Quarterly Report") should refer to the audited consolidated financial statements of InvenTrust Properties Corp. (the "Company" or "InvenTrust") as of and for the year ended December 31, 2024, which are included in the Company's Annual Report on Form 10-K (the "Annual Report") as certain note disclosures contained in such audited consolidated financial statements have been omitted from this Quarterly Report. In the opinion of management, all adjustments necessary (consisting of normal recurring accruals, except as otherwise noted) for a fair presentation have been included in these condensed consolidated financial statements. Unless otherwise noted, all square feet and dollar amounts are stated in thousands, except share, per share and per square foot data. Number of properties and square feet are unaudited.
1. Organization
On October 4, 2004, InvenTrust Properties Corp. was incorporated as Inland American Real Estate Trust, Inc., a Maryland corporation, and elected to operate in a manner to be taxed as a real estate investment trust ("REIT") for federal tax purposes. The Company changed its name to InvenTrust Properties Corp. in April of 2015 and is focused on owning, leasing, redeveloping, acquiring, and managing a multi-tenant retail platform.
As a REIT, the Company is entitled to a tax deduction for some or all of the dividends paid to stockholders. Accordingly, the Company generally will not be subject to federal income taxes as long as it currently distributes to stockholders an amount equal to or in excess of the Company's taxable income. If the Company fails to qualify as a REIT in any taxable year, without the benefit of certain relief provisions, the Company will be subject to federal and state income tax on its taxable income at regular corporate tax rates.
The accompanying condensed consolidated financial statements include the accounts of the Company, as well as all wholly-owned subsidiaries. Subsidiaries generally consist of limited liability companies and limited partnerships. All significant intercompany balances and transactions have been eliminated. Each retail property is owned by a separate legal entity that maintains its own books and financial records. Each separate legal entity's assets are not available to satisfy the liabilities of other affiliated entities.
The Company has a single reportable segment, multi-tenant retail, for disclosure purposes in accordance with GAAP. The following table summarizes the Company's retail portfolio as of March 31, 2025 and 2024:
| As of March 31 | |||||||||||
| 2025 | 2024 | ||||||||||
| No. of properties | |||||||||||
| Gross Leasable Area (square feet) | |||||||||||
6
2. Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared in accordance with GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates, judgments, and assumptions are required in a number of areas, including, but not limited to, evaluating the impairment of long-lived assets, allocating the purchase price of acquired retail properties, determining the fair value of debt, and evaluating the collectibility of accounts receivable. The Company bases these estimates, judgments, and assumptions on historical experience and various other factors that the Company believes to be reasonable under the circumstances. Actual results may differ from these estimates.
Recently Issued Accounting Pronouncements Not Yet Adopted
The following table summarizes recently issued accounting pronouncements and the potential impact on the Company:
| Standard | Description | Effective date | Effect on the financial statements or other significant matters | |||||||||||||||||
| ASU No. 2024-03 Disaggregation of Income Statement Expenses (Subtopic 220-40) and related updates | The Accounting Standards Update ("ASU") is intended to improve financial reporting by requiring more granular disclosures about an entity’s expenses so investors can better understand performance, prospects for future cash flows and comparability over time. The primary goal is to improve the decision-usefulness of expense information through disaggregation of relevant expense captions in the notes to the financial statements. | Annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. | The Company continues to evaluate this guidance and expects the impact to be limited to incremental disclosure. The Company does not expect the standard to have an impact on the Company's financial position, results of operations, or cash flows. | |||||||||||||||||
Other recently issued accounting standards or pronouncements not disclosed in the foregoing table have been excluded because they are either not relevant to the Company, or are not expected to have, or did not have, a material effect on the condensed consolidated financial statements of the Company.
7
3. Revenue Recognition
Operating Leases
Minimum lease payments to be received under long-term operating leases and short-term specialty leases, excluding additional percentage rent based on tenants' sales volume and tenant reimbursements of certain operating expenses, and assuming no exercise of renewal options or early termination rights, are as follows:
| As of March 31, 2025 | |||||
| Remaining 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total | $ | ||||
The foregoing table includes payments from tenants who have taken possession of their space and tenants who have been moved to the cash basis of accounting for revenue recognition purposes. The remaining lease terms range from less than one year to fifty-six years .
The following table reflects the disaggregation of lease income, net:
| Three months ended March 31 | |||||||||||
| 2025 | 2024 | ||||||||||
| Minimum base rent | $ | $ | |||||||||
| Real estate tax recoveries | |||||||||||
| Common area maintenance, insurance, and other recoveries | |||||||||||
| Ground rent income | |||||||||||
| Amortization of market-lease intangibles and inducements, net | |||||||||||
| Short-term and other lease income | |||||||||||
| Termination fee income | |||||||||||
| Straight-line rent adjustments, net | |||||||||||
| Reversal of uncollectible rent and recoveries, net | |||||||||||
| Lease income, net | $ | $ | |||||||||
4. Acquired Properties
There were no properties acquired during the three months ended March 31, 2025.
The following table reflects the retail property acquired, accounted for as an asset acquisition, during the three months ended March 31, 2024:
| Month Acquired | Property | Metropolitan Area | Square Feet | Gross Acquisition Price | Intangible Assets | Intangible Liabilities | Assumption of Mortgage Debt | |||||||||||||||||||||||||||||||||||||
| Feb-24 | The Plant (a) | Phoenix, AZ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
(a)The Company recognized a fair value adjustment of $410 related to the mortgage payable secured by the property.
Transaction costs of $108 were capitalized during the three months ended March 31, 2024.
5. Disposed Properties
There were no properties disposed of during the three months ended March 31, 2025 and 2024.
8
6. Debt
The Company's debt consists of mortgages payable, unsecured term loans, senior notes, and an unsecured revolving line of credit. The Company believes it has the ability to repay, refinance, or extend any of its debt, and that it has adequate sources of funds to meet short-term cash needs. It is anticipated that the Company will use proceeds from property sales, cash on hand, and available capacity on credit agreements, if any, to repay, refinance or extend the mortgages payable maturing in the near term.
The Company's credit agreements and mortgage loans require compliance with certain covenants, such as debt service coverage ratios, investment restrictions, and distribution limitations. As of March 31, 2025 and December 31, 2024, the Company was in compliance with all loan covenants.
Credit Agreements
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. As of March 31, 2025, the Company had available liquidity of $500.0 million under the Revolving Credit Facility.
The Company has a $400.0 million term loan (the "Term Loan"), which 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.
Interest Rate Swaps
As of March 31, 2025, the Company is party to five effective interest rate swap agreements which achieve fixed interest rates through the maturity dates of the Term Loan.
Senior Notes
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"). The Notes were issued at par and pay interest semiannually on February 11th and August 11th until their respective maturities. 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.
9
The following table summarizes the Company's debt as of March 31, 2025 and December 31, 2024:
| As of March 31, 2025 | As of December 31, 2024 | ||||||||||||||||||||||||||||||||||
| Maturity | Rate Type | Interest Rate | Amount | Interest Rate | Amount | ||||||||||||||||||||||||||||||
| Mortgages Payable | |||||||||||||||||||||||||||||||||||
| Fixed rate mortgages payable | Various | Fixed | $ | $ | |||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||
| Term Loan | |||||||||||||||||||||||||||||||||||
$ | Sep-26 | Fixed | |||||||||||||||||||||||||||||||||
$ | Sep-26 | Fixed | |||||||||||||||||||||||||||||||||
$ | Mar-27 | Fixed | |||||||||||||||||||||||||||||||||
$ | Mar-27 | Fixed | |||||||||||||||||||||||||||||||||
$ | Mar-27 | Fixed | |||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||
| Senior Notes | |||||||||||||||||||||||||||||||||||
$ | Aug-29 | Fixed | |||||||||||||||||||||||||||||||||
$ | Aug-32 | Fixed | |||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||
| Revolving Line of Credit | |||||||||||||||||||||||||||||||||||
$ | Jan-29 | Variable | 1M SOFR + | 1M SOFR + | |||||||||||||||||||||||||||||||
| Total debt | |||||||||||||||||||||||||||||||||||
| Debt discounts and financing costs, net | ( | ( | |||||||||||||||||||||||||||||||||
| Debt, net | $ | $ | |||||||||||||||||||||||||||||||||
(a)Interest rates reflect the weighted average of the Company's mortgages payable.
(b)Interest rates reflect the fixed rates achieved through the Company's interest rate swaps.
(c)As of March 31, 2025 and December 31, 2024, 1-Month Term was 4.32 % and 4.33 %, respectively.
(d)Interest rate applies to drawn balance only. Additional annual facility fee of 0.15 % applies to entire line of credit capacity.
The following table summarizes the scheduled maturities of the Company's mortgages payable as of March 31, 2025:
| Scheduled maturities by year: | Principal Balance | ||||
| Remaining 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total | $ | ||||
10
7. Fair Value Measurements
Recurring Measurements
The following financial instruments are remeasured at fair value on a recurring basis:
| Fair Value Measurements as of | ||||||||||||||||||||||||||||||||||||||
| March 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||
Cash Flow Hedges: (a) (b) | Level 1 | Level 2 (c) | Level 3 | Level 1 | Level 2 (c) | Level 3 | ||||||||||||||||||||||||||||||||
| Derivative interest rate swaps | $ | $ | ||||||||||||||||||||||||||||||||||||
(a)During the twelve months subsequent to March 31, 2025, an estimated $7,323 of derivative interest rate balances recognized in accumulated comprehensive income will be reclassified into earnings.
(b)As of March 31, 2025 and December 31, 2024, the Company determined that the credit valuation adjustments associated with nonperformance risk are not significant to the overall valuation of its derivatives. As a result, the Company's derivative valuations in their entirety are classified as Level 2 of the fair value hierarchy.
(c)Derivative assets or liabilities are recognized as a part of deferred costs and other assets, net or other liabilities, respectively.
Nonrecurring Measurements
Investment Properties
During the three months ended March 31, 2025 and 2024, the Company had no
Financial Instruments Not Measured at Fair Value
The table below summarizes the estimated fair value of financial instruments presented at carrying values in the Company's condensed consolidated financial statements as of March 31, 2025 and December 31, 2024:
| March 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
| Carrying Value | Estimated Fair Value | Market Interest Rate | Carrying Value | Estimated Fair Value | Market Interest Rate | ||||||||||||||||||||||||||||||
| Mortgages payable | $ | $ | % | $ | $ | % | |||||||||||||||||||||||||||||
| Senior notes | % | % | |||||||||||||||||||||||||||||||||
| Term Loan | % | % | |||||||||||||||||||||||||||||||||
| Revolving Credit Facility | N/A | N/A | |||||||||||||||||||||||||||||||||
The market interest rates used to estimate the fair value of the Company's mortgages payable, senior notes, Term Loan, and Revolving Credit Facility reflect the terms currently available on similar borrowing terms to borrowers with credit profiles similar to that of the Company. Debt instrument valuations are classified within Level 2 of the fair value hierarchy.
11
8. Earnings Per Share and Equity Transactions
Basic earnings per share ("EPS") is computed by dividing net income or loss attributed to common shares by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that may occur from awards issued pursuant to stock-based compensation plans.
The following table reconciles the amounts used in calculating basic and diluted EPS:
| Three months ended March 31 | |||||||||||
| 2025 | 2024 | ||||||||||
| Numerator: | |||||||||||
| Net income attributed to common shares - basic and diluted | $ | $ | |||||||||
| Denominator: | |||||||||||
| Weighted average common shares outstanding - basic | |||||||||||
| Dilutive effect of unvested restricted shares (a) | |||||||||||
| Weighted average common shares outstanding - diluted | |||||||||||
| Basic and diluted earnings per common share: | |||||||||||
| Net income per common share - basic | $ | $ | |||||||||
| Net income per common share - diluted | $ | $ | |||||||||
ATM Program
On March 7, 2022, the Company established an at-the-market equity offering program (the "ATM Program") through which the Company may sell from time to time up to an aggregate of $250.0 million of its common stock. In connection with the ATM Program, the Company may sell shares of its common stock to or through sales agents, or may enter into separate forward sale agreements with one of the agents, or one of their respective affiliates, as a forward purchaser. During the three months ended March 31, 2025 and 2024, no 236.7 million of common stock remains available for issuance under the ATM Program.
Share Repurchase Program
12
9. Stock-Based Compensation
Incentive Award Plan
The Company's board of directors (the "Board") adopted the InvenTrust Properties Corp. 2015 Incentive Award Plan effective as of June 19, 2015 (the "Incentive Award Plan"). On May 6, 2016, the Board adopted the first amendment to the Incentive Award Plan and on March 20, 2024, the Board adopted the second amendment to the Incentive Award Plan (collectively, the "Amendments"). The Company's stockholders approved the Incentive Award Plan, as amended by the Amendments, on May 7, 2024, which, among other things, increased the aggregate number of shares of common stock that may be issued pursuant to awards granted under the Incentive Award Plan (the "Share Limit") by 2,750,000 shares to 5,750,000 shares. Any forfeited awards or unearned performance shares subject to an award are added back to the Share Limit. As of March 31, 2025, 2,538,698 shares were available for future issuance under the Incentive Award Plan, as amended by the Amendments.
Market-based awards are valued as of the grant date utilizing a Monte Carlo simulation model that assesses the probability of satisfying certain market performance thresholds over a three year performance period.
The following table summarizes the Company's significant assumptions used in the Monte Carlo simulation models:
| At Grant Date | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| Volatility | ||||||||||||||||||||||||||
| Risk free interest rate | ||||||||||||||||||||||||||
| Dividend Yield | ||||||||||||||||||||||||||
The following table summarizes the Company's restricted stock unit ("RSU") activity during the three months ended March 31, 2025 under the Incentive Award Plan:
| Unvested Time- Based RSUs | Unvested Performance and Market-Based RSUs | Weighted-Average Grant Date Price Per Share | |||||||||||||||
| Outstanding as of January 1, 2025 | $ | ||||||||||||||||
| Shares granted | $ | ||||||||||||||||
| Shares vested | ( | $ | |||||||||||||||
| Unearned performance shares | ( | $ | |||||||||||||||
| Shares forfeited | ( | ( | $ | ||||||||||||||
| Outstanding as of March 31, 2025 | $ | ||||||||||||||||
Employee Stock Purchase Plan
Employees may purchase up to an aggregate of 3,300,000 shares of the Company's common stock under an Employee Stock Purchase Plan (the "ESPP"), of which 3,263,953 shares remain available for future issuance as of March 31, 2025.
The following table summarizes the Company's common stock activity under the ESPP:
| Three months ended March 31, 2025 | |||||
| Gross shares purchased | |||||
| Discounted issuance price | $ | ||||
| Issuance proceeds | $ | ||||
Stock-Based Compensation Expense
The following table summarizes the Company's stock-based compensation expense:
| Three months ended March 31 | |||||||||||
| 2025 | 2024 | ||||||||||
| Incentive Award Plan, net (a) | $ | $ | |||||||||
| Employee Stock Purchase Plan (b) | |||||||||||
| Stock-based compensation, net | $ | $ | |||||||||
(a)As of March 31, 2025, there was $18,942 of total estimated unrecognized compensation expense to be recognized through December 2028.
(b)As of March 31, 2025, there was $45 of total estimated unrecognized compensation expense to be recognized through December 2026.
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10. Segment Information
Segment Performance
The chief operating decision maker (the "CODM") believes net income or loss determined in accordance with GAAP is the most appropriate earnings measurement to assess the Company's overall performance. Additionally, the CODM evaluates the consolidated performance of the Company's portfolio of retail properties based on Net Operating Income ("NOI"), a supplemental non-GAAP measure. NOI excludes general and administrative expenses, depreciation and amortization, other income and expense, net, gains (losses) from sales of properties, gains (losses) on extinguishment of debt, impairment of real estate assets, interest expense, net, 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").
The CODM believes the supplemental non-GAAP measure of NOI is an important measure in assessing operating performance and provides added comparability across periods when evaluating the Company's financial condition and operating performance that is not readily apparent from "Net income" in accordance with GAAP.
Retail properties generally require capital investments, including value-enhancing development and redevelopment projects and leasing commissions. During the three months ended March 31, 2025 and 2024, the Company spent $7,373 and $7,093 on capital investments and leasing costs, respectively. As of March 31, 2025 and 2024, total accrued capital investments and leasing costs were $4,950 and $5,588 , respectively.
The measure of segment assets regularly reviewed by the CODM is reported on the consolidated balance sheets as Total assets. No single tenant comprises 10% or more of the Company's Lease income, net for any years presented.
Net Operating Income
The following table reconciles net income, the most directly comparable GAAP measure, to NOI:
| Three months ended March 31 | |||||||||||
| 2025 | 2024 | ||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile to NOI: | |||||||||||
| Other income and expense, net | ( | ( | |||||||||
| Interest expense, net | |||||||||||
| Depreciation and amortization | |||||||||||
| General and administrative | |||||||||||
| Adjustments to NOI (a) | ( | ( | |||||||||
| NOI | $ | $ | |||||||||
(a)Adjustments to NOI include lease termination income and expense and GAAP Rent Adjustments.
Significant Expenses
The following table reflects the disaggregation of property operating expenses:
| Three months ended March 31 | |||||||||||
| 2025 | 2024 | ||||||||||
| Repairs and maintenance | $ | $ | |||||||||
| Payroll, benefits, and office | |||||||||||
| Utilities and waste removal | |||||||||||
| Property insurance | |||||||||||
| Security, legal, and other expenses | |||||||||||
| Property operating expenses | $ | $ | |||||||||
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11. Commitments and Contingencies
Legal Matters
The Company is subject, from time to time, to various types of third-party legal claims or litigation that arise in the ordinary course of business, including, but not limited to, property loss claims, personal injury or other damages resulting from contact with the Company's properties. These claims and lawsuits and any resulting damages are generally covered by the Company's insurance policies. The Company accrues for legal costs associated with loss contingencies when these costs are probable and reasonably estimable. While the resolution of these matters cannot be predicted with certainty, based on currently available information, management does not expect that the final outcome of any pending claims or legal proceedings will have a material adverse effect on the financial condition, results of operations or cash flows of the Company.
Captive Insurance Company
In April 2023, the Company formed a wholly-owned captive insurance company (the "Captive"), which provides insurance coverage for all losses below the deductibles of the Company’s third party liability insurance policies relating to wind, flood, named windstorm, earthquake, fire, and other property-related perils. The Company formed the Captive as part of its overall risk management program and to stabilize insurance costs, manage exposures, and recoup expenses through the function of the captive program. In January 2025, the Captive began underwriting the first layer of general liability insurance for retail properties. An actuarial analysis is performed to estimate future projected claims, related deductibles, and projected expenses necessary to fund associated risk management programs. The Captive generally establishes annual premiums based on projections derived from the past loss experience. The Captive is capitalized in accordance with the applicable regulatory requirements.
12. Subsequent Events
In preparing its condensed consolidated financial statements, the Company evaluated events and transactions occurring after March 31, 2025 through the date the financial statements were issued for recognition and disclosure purposes.
On April 1, 2025, the Company acquired Plaza Escondida, a 91,000 square foot neighborhood center anchored by Trader Joe’s in the Tucson, Arizona market, for a gross acquisition price of $23.0 million. The Company used cash on hand and assumed a mortgage payable of $8.0 million to fund the acquisition.
On April 24, 2025, the Company acquired Carmel Village, a 54,000 square foot neighborhood center in Charlotte, North Carolina, for a gross acquisition price of $19.9 million. The Company used cash on hand to fund the acquisition.
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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, 2025 (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, 2024 (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 recent new tariffs 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, 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.
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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 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.
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 have suggested that inflation has made downward progress, the economy continues to be impacted by elevated inflation rates and faces further inflation risk. The new tariffs and trade issues are contributing to overall uncertainty with respect to the economy and may adversely impact our tenants operations. Additionally, other potential challenging macroeconomic conditions, and the resulting impact on the economy and consumer spending, could negatively impact our and our tenants' business.
Evaluation of Financial Condition
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 nonfinancial 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.
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Our Retail Portfolio
The following table summarizes our retail portfolio as of March 31, 2025 and 2024:
| 2025 | 2024 | ||||||||||
| No. of properties | 68 | 63 | |||||||||
| GLA (square feet) | 10,972 | 10,385 | |||||||||
| Economic occupancy (a) | 95.4% | 93.4% | |||||||||
| Leased occupancy (b) | 97.3% | 96.3% | |||||||||
| ABR PSF (c) | $20.21 | $19.61 | |||||||||
(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, 2025 and 2024.
| Three months ended March 31 | |||||||||||
| 2025 | 2024 | ||||||||||
| No. of properties | 61 | 61 | |||||||||
| GLA (square feet) | 10,132 | 10,110 | |||||||||
| Economic occupancy | 95.2% | 93.4% | |||||||||
| Leased occupancy | 97.2% | 96.3% | |||||||||
| ABR PSF | $20.03 | $19.48 | |||||||||
Lease Expirations
Our retail business is neither highly dependent on specific retailers nor subject to lease rollover concentration. We believe this minimizes risk to our retail portfolio from significant revenue variances over time.
Results of Operations
Comparison of results for the three months ended March 31, 2025 and 2024
We generate substantially all of our earnings from property operations. Since January 1, 2024, we have acquired seven retail properties and disposed of one.
The following table presents the increases in income for the three months ended March 31, 2025 and 2024.
| Three months ended March 31 | |||||||||||||||||
| 2025 | 2024 | Increase | |||||||||||||||
| Income | |||||||||||||||||
| Lease income, net | $ | 73,389 | $ | 66,493 | $ | 6,896 | |||||||||||
| Other property income | 382 | 305 | 77 | ||||||||||||||
| Total income | $ | 73,771 | $ | 66,798 | $ | 6,973 | |||||||||||
Lease income, net, increased $6.9 million as a result of increases from properties acquired of $6.3 million, decreased $1.6 million as a result of one disposed property, and the following activity related to our Same Properties:
•$1.8 million of increased minimum base and ground rent attributable to increased occupancy and ABR PSF,
•$0.9 million of increased common area maintenance and real estate tax recoveries, and
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•$0.2 million of net increases in all other lease income, partially offset by:
•$0.6 million of decreased lease termination income, and
•$0.1 million of net decreased straight-line rent adjustments.
The following table presents the increases in operating expenses for the three months ended March 31, 2025 and 2024.
| Three months ended March 31 | |||||||||||||||||
| 2025 | 2024 | Increase | |||||||||||||||
| Operating expenses | |||||||||||||||||
| Depreciation and amortization | $ | 30,614 | $ | 28,168 | $ | 2,446 | |||||||||||
| Property operating | 10,747 | 9,999 | 748 | ||||||||||||||
| Real estate taxes | 9,356 | 8,981 | 375 | ||||||||||||||
| General and administrative | 8,547 | 7,974 | 573 | ||||||||||||||
| Total operating expenses | $ | 59,264 | $ | 55,122 | $ | 4,142 | |||||||||||
Depreciation and amortization increased $2.4 million as a result of:
•$4.5 million of increases from properties acquired, partially offset by:
•$1.6 million of net decreased depreciation and amortization from our Same Properties, and
•$0.5 million decrease from the disposal of one property.
Property operating expenses increased $0.7 million as a result of:
•$1.2 million of increases from properties acquired, and
•$0.3 million of increased repair and maintenance costs from our Same Properties, partially offset by:
•$0.8 million decrease from the disposal of one property.
Real estate taxes increased $0.4 million primarily as a result of increases from properties acquired.
General and administrative expenses increased $0.6 million primarily as a result of increased stock-based compensation costs.
The following table presents the changes in other income and expense for the three months ended March 31, 2025 and 2024.
| Three months ended March 31 | |||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||
| Other (expense) income | |||||||||||||||||
| Interest expense, net | $ | (8,322) | $ | (9,634) | $ | 1,312 | |||||||||||
| Other income and expense, net | 607 | 858 | (251) | ||||||||||||||
| Total other (expense) income, net | $ | (7,715) | $ | (8,776) | $ | 1,061 | |||||||||||
Interest expense, net decreased $1.3 million primarily as a result of decreased interest expense related to the extinguishment of a $72.5 million pooled mortgage payable in September 2024.
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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.
Comparison of Same Property results for the three months ended March 31, 2025 and 2024
A total of 61 retail properties met our Same Property criteria for the three months ended March 31, 2025 and 2024.
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:
| Three months ended March 31 | |||||||||||
| 2025 | 2024 | ||||||||||
| Net income | $ | 6,792 | $ | 2,900 | |||||||
| Adjustments to reconcile to non-GAAP metrics: | |||||||||||
| Other income and expense, net | (607) | (858) | |||||||||
| Interest expense, net | 8,322 | 9,634 | |||||||||
| Depreciation and amortization | 30,614 | 28,168 | |||||||||
| General and administrative | 8,547 | 7,974 | |||||||||
| Adjustments to NOI (a) | (1,799) | (2,043) | |||||||||
| NOI | 51,869 | 45,775 | |||||||||
| NOI from other investment properties | (4,583) | (1,227) | |||||||||
| Same Property NOI | $ | 47,286 | $ | 44,548 | |||||||
(a)Adjustments to NOI include lease termination income and expense and GAAP Rent Adjustments.
Comparison of the components of Same Property NOI for the three months ended March 31, 2025 and 2024
The following table presents the changes in Same Property NOI:
| Three months ended March 31 | |||||||||||||||||||||||
| 2025 | 2024 | Increase | Variance | ||||||||||||||||||||
| Minimum base rent | $ | 42,952 | $ | 41,310 | $ | 1,642 | 4.0 | % | |||||||||||||||
| Real estate tax recoveries | 8,020 | 7,837 | 183 | 2.3 | % | ||||||||||||||||||
| Common area maintenance, insurance, and other recoveries | 8,374 | 7,647 | 727 | 9.5 | % | ||||||||||||||||||
| Ground rent income | 4,613 | 4,501 | 112 | 2.5 | % | ||||||||||||||||||
| Short-term and other lease income | 1,471 | 1,287 | 184 | 14.3 | % | ||||||||||||||||||
| Reversal of uncollectible rent and recoveries, net | 68 | 51 | 17 | 33.3 | % | ||||||||||||||||||
| Other property income | 362 | 297 | 65 | 21.9 | % | ||||||||||||||||||
| Total income | 65,860 | 62,930 | 2,930 | 4.7 | % | ||||||||||||||||||
| Property operating | 9,807 | 9,731 | 76 | 0.8 | % | ||||||||||||||||||
| Real estate taxes | 8,767 | 8,651 | 116 | 1.3 | % | ||||||||||||||||||
| Total operating expenses | 18,574 | 18,382 | 192 | 1.0 | % | ||||||||||||||||||
| Same Property NOI | $ | 47,286 | $ | 44,548 | $ | 2,738 | 6.1 | % | |||||||||||||||
Same Property NOI increased by $2.7 million, or 6.1%, when comparing the three months ended March 31, 2025 to the same period in 2024, and was primarily a result of increased occupancy, increased ABR PSF, 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.
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.
See our Annual Report for expanded descriptions of Nareit FFO and Core FFO.
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:
| Three months ended March 31 | |||||||||||
| 2025 | 2024 | ||||||||||
| Net income | $ | 6,792 | $ | 2,900 | |||||||
| Depreciation and amortization of real estate assets | 30,366 | 27,946 | |||||||||
| Nareit FFO Applicable to Common Shares and Dilutive Securities | 37,158 | 30,846 | |||||||||
| Amortization of market lease intangibles and inducements, net | (895) | (576) | |||||||||
| Straight-line rent adjustments, net | (894) | (906) | |||||||||
| Amortization of debt discounts and financing costs | 683 | 575 | |||||||||
| Depreciation and amortization of corporate assets | 248 | 222 | |||||||||
| Non-operating income and expense, net (a) | (71) | (180) | |||||||||
| Core FFO Applicable to Common Shares and Dilutive Securities | $ | 36,229 | $ | 29,981 | |||||||
| Weighted average common shares outstanding - basic | 77,563,971 | 67,874,528 | |||||||||
| Dilutive effect of unvested restricted shares (b) | 596,816 | 397,522 | |||||||||
| Weighted average common shares outstanding - diluted | 78,160,787 | 68,272,050 | |||||||||
| Net income per diluted share | $ | 0.09 | $ | 0.04 | |||||||
| Per share adjustments for Nareit FFO | 0.39 | 0.41 | |||||||||
| Nareit FFO per diluted share | $ | 0.48 | $ | 0.45 | |||||||
| Per share adjustments for Core FFO | (0.02) | (0.01) | |||||||||
| Core FFO per diluted share | $ | 0.46 | $ | 0.44 | |||||||
(a)Reflects items which are not pertinent to measuring ongoing operating performance, such as miscellaneous and settlement income.
(b)For purposes of calculating non-GAAP per share metrics, we apply the same denominator used in calculating diluted earnings per share in accordance with GAAP.
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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, (iv) straight-line rent adjustments, (v) gains (or losses) resulting from debt extinguishments, and (vi) other non-operating revenue and expense items which, in our judgment, are not pertinent to measuring ongoing operating performance.
The following table presents the reconciliation of net income, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA:
| Three months ended March 31 | |||||||||||
| 2025 | 2024 | ||||||||||
| Net income | $ | 6,792 | $ | 2,900 | |||||||
| Interest expense, net | 8,322 | 9,634 | |||||||||
| Income tax expense | 136 | 133 | |||||||||
| Depreciation and amortization | 30,614 | 28,168 | |||||||||
| EBITDA | 45,864 | 40,835 | |||||||||
| Amortization of market-lease intangibles and inducements, net | (895) | (576) | |||||||||
| Straight-line rent adjustments, net | (894) | (906) | |||||||||
| Non-operating income and expense, net (a) | (71) | (180) | |||||||||
| Adjusted EBITDA | $ | 44,004 | $ | 39,173 | |||||||
(a)Reflects items which are not pertinent to measuring ongoing operating performance, such as miscellaneous and settlement income.
Liquidity and Capital Resources
Capital Investments and Leasing Costs
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:
| Three months ended March 31 | |||||||||||
| 2025 | 2024 | ||||||||||
| Tenant improvements | $ | 887 | $ | 2,298 | |||||||
| Leasing costs | 809 | 991 | |||||||||
| Property improvements | 3,212 | 2,129 | |||||||||
| Capitalized indirect costs (a) | 428 | 445 | |||||||||
| Total capital expenditures and leasing costs | 5,336 | 5,863 | |||||||||
| Development and redevelopment direct costs | 1,794 | 1,038 | |||||||||
| Development and redevelopment indirect costs (a) | 243 | 192 | |||||||||
| Capital investments and leasing costs (b) | $ | 7,373 | $ | 7,093 | |||||||
(a)Indirect costs include capitalized interest, real estate taxes, insurance, and payroll costs.
(b)As of March 31, 2025 and 2024, total accrued capital investments and leasing costs were $4,950 and $5,588, 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 of directors (the "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 our Series A Notes 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. | |||||||
In the first quarter of 2022, we established 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 three months ended March 31, 2025, no shares were issued under the ATM Program. As of March 31, 2025, $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.
Distributions
During the three months ended March 31, 2025, we declared distributions to our stockholders totaling $18.4 million and paid cash distributions of $17.5 million. As we execute on our retail strategy and continue to evaluate our business, results of operations and cash flows, our Board will continue to evaluate our distribution on a periodic basis.
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Summary of Cash Flows
| Three months ended March 31 | Change | ||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| Cash provided by operating activities | $ | 20,181 | $ | 14,803 | $ | 5,378 | |||||||||||
| Cash used in investing activities | (7,101) | (23,659) | 16,558 | ||||||||||||||
| Cash used in financing activities | (19,722) | (15,791) | (3,931) | ||||||||||||||
| Decrease in cash, cash equivalents, and restricted cash | (6,642) | (24,647) | 18,005 | ||||||||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | 91,221 | 99,763 | (8,542) | ||||||||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 84,579 | $ | 75,116 | $ | 9,463 | |||||||||||
Cash provided by operating activities of $20.2 million and $14.8 million for the three months ended March 31, 2025 and 2024, respectively, was generated primarily from property operations. Cash provided by operating activities increased by $5.4 million, primarily as a result of cash flows relating to:
•$6.1 million of increased NOI, and
•$1.4 million of decreased interest expense, partially offset by
•$1.5 million of net general working capital fluctuations, and
•$0.6 million of decreased lease termination income.
Cash used in investing activities of $7.1 million for the three months ended March 31, 2025 was the result of:
• $7.4 million for capital investments and leasing costs, partially offset by
•$0.3 million from other investing activities.
Cash used in investing activities of $23.7 million for the three months ended March 31, 2024 was the result of:
•$16.5 million for acquisition of one investment property, and
•$7.2 million for capital investments and leasing costs.
Cash used in financing activities of $19.7 million for the three months ended March 31, 2025 was the result of:
•$17.5 million to pay distributions, and
•$2.4 million for the payment of tax withholdings for share-based compensation, partially offset by
•$0.2 million in net proceeds from our Employee Stock Purchase Plan (the "ESPP").
Cash used in financing activities of $15.8 million for the three months ended March 31, 2024 was the result of:
•$14.6 million to pay distributions, and
•$1.2 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 Federal Depository Insurance Corporation ("FDIC") insurance coverage. We periodically assess the credit risk associated with these financial institutions. We believe insignificant credit risk exists related to deposits in excess of FDIC insurance coverage.
Off Balance Sheet Arrangements
None.
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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 7. Debt" in the condensed consolidated financial statements.
The following table presents our obligations to make future payments under debt and lease agreements as of March 31, 2025, 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, principal (a) | $ | 35,880 | $ | 200,000 | $ | 226,000 | $ | — | $ | 181,500 | $ | 100,000 | $ | 743,380 | |||||||||||||||||||||||||||
| Interest | 22,795 | 27,891 | 17,089 | 14,853 | 11,081 | 13,578 | 107,287 | ||||||||||||||||||||||||||||||||||
| Total long-term debt | 58,675 | 227,891 | 243,089 | 14,853 | 192,581 | 113,578 | 850,667 | ||||||||||||||||||||||||||||||||||
| Operating leases (b) | 380 | 517 | 529 | 522 | 493 | 293 | 2,734 | ||||||||||||||||||||||||||||||||||
| Grand total | $ | 59,055 | $ | 228,408 | $ | 243,618 | $ | 15,375 | $ | 193,074 | $ | 113,871 | $ | 853,401 | |||||||||||||||||||||||||||
(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
Our financial statements are prepared in accordance with GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company bases these estimates, judgments and assumptions on historical experience and various other factors that the Company believes to be reasonable under the circumstances. Actual results may differ from these estimates.
There have been no material changes to our critical accounting estimates as compared to the critical accounting estimates described in our "Management’s Discussion and Analysis of Financial Condition and Results of Operations" set forth in our Annual Report.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
The Company is subject to market risk associated with changes in interest rates both in terms of variable-rate debt and the price of new fixed-rate debt upon maturity of existing debt. The Company's interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows. As of March 31, 2025, the Company's debt included outstanding variable-rate debt of $400.0 million, all of which has been swapped to a fixed rate.
The following table summarizes the Company's interest rate swaps as of March 31, 2025 and December 31, 2024:
| Fair Value as of | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Effective Interest Rate Swaps | Effective Date | Termination Date | InvenTrust Receives | InvenTrust Pays Fixed Rate of | Fixed Rate Achieved | Notional Amount | March 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||
| 5.5 year Term Loan | 4/3/23 | 3/22/27 | 1-Month SOFR | 3.69% | 4.99% | $ | 100,000 | $ | (48) | $ | 656 | |||||||||||||||||||||||||||||||||||||||
| 5 year Term Loan | 12/21/23 | 9/22/26 | 1-Month SOFR | 1.51% | 2.81% | 100,000 | 3,248 | 4,212 | ||||||||||||||||||||||||||||||||||||||||||
| 5 year Term Loan | 12/21/23 | 9/22/26 | 1-Month SOFR | 1.51% | 2.81% | 100,000 | 3,261 | 4,226 | ||||||||||||||||||||||||||||||||||||||||||
| 5.5 year Term Loan | 6/21/24 | 3/22/27 | 1-Month SOFR | 1.54% | 2.84% | 50,000 | 2,040 | 2,634 | ||||||||||||||||||||||||||||||||||||||||||
| 5.5 year Term Loan | 6/21/24 | 3/22/27 | 1-Month SOFR | 1.48% | 2.78% | 50,000 | 2,097 | 2,698 | ||||||||||||||||||||||||||||||||||||||||||
| $ | 400,000 | $ | 10,598 | $ | 14,426 | |||||||||||||||||||||||||||||||||||||||||||||
Gains or losses resulting from marking-to-market derivatives each reporting period are recognized as an increase or decrease in comprehensive income on the condensed consolidated statements of operations and comprehensive income.
The information presented herein does not consider all exposures or positions that could arise in the future. Therefore, the information represented herein has limited predictive value. As a result, the ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period, the hedging strategies at the time, and the related interest rates.
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Item 4. Controls and Procedures
Disclosure Controls and Procedures
As required by Rule 13a-15(b) and Rule 15d-15(b) under the Exchange Act, the Company's management, including its Principal Executive Officer and Principal Financial Officer, evaluated as of March 31, 2025 the effectiveness of the Company's disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and Rule 15d-15(e). Based on that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the Company's disclosure controls and procedures, as of March 31, 2025, were effective at a reasonable assurance level for the purpose of ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the SEC and is accumulated and communicated to management, including its Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
Changes in Internal Control Over Financial Reporting
There were no changes to the Company's internal control over financial reporting during the quarter ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Part II - Other Information
Item 1. Legal Proceedings
The Company is subject, from time to time, to various legal proceedings and claims that arise in the ordinary course of business. While the resolution of these matters cannot be predicted with certainty, the Company's management believes, based on currently available information, that the final outcome of such matters will not have a material adverse effect on the Company's financial condition, results of operations, or liquidity.
Item 1A. Risk Factors
As of March 31, 2025, there have been no material changes from the risk factors previously disclosed in response to Item 1A. to Part I of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 other than the potential effects of the recent new tariffs 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, which are discussed elsewhere in this Quarterly Report, including in "Management's Discussion and Analysis of Financial Condition and Results of Operations" above.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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 March 31, 2025, no common stock has been repurchased under the SRP.
Stock-Based Compensation Plans
During the quarter ended March 31, 2025, pursuant to the provisions of the following plans, certain of the Company's employees surrendered shares of common stock to satisfy tax withholding obligations associated with the vesting of shares of common stock issued under the InvenTrust Properties Corp. 2015 Incentive Award Plan, as amended (the "Incentive Award Plan"), and the purchase of shares of common stock at a discount under the InvenTrust Properties Corp. 2023 Employee Stock Purchase Plan (the "ESPP").
The following table summarizes all share repurchases during the first quarter of 2025:
| Period | Total No. of Shares Purchased (a) | Average Price Paid per Share | Total No. of Shares Purchased as Part of Publicly Announced Plans or Programs | Approx. Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| January 1 - January 31, 2025 | — | $— | — | $150,000 | ||||||||||||||||||||||
| February 1 - February 28, 2025 | 930 | $30.13 | — | $150,000 | ||||||||||||||||||||||
| March 1 - March 31, 2025 | 80,613 | $29.67 | — | $150,000 | ||||||||||||||||||||||
(a)Consists of shares of common stock surrendered to the Company to satisfy tax withholding obligations associated with the vesting of restricted stock unit awards under our Incentive Award Plan and the purchase of shares of common stock at a discount under the ESPP.
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Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Item 6. Exhibits
| Exhibit No. | Description | |||||||
| Seventh Articles of Amendment and Restatement of InvenTrust Properties Corp., as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q, as filed by the Registrant with the SEC on May 14, 2015) | ||||||||
Articles of Amendment of InvenTrust Properties Corp. (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on August 5, 2021) | ||||||||
Articles of Amendment of InvenTrust Properties Corp. (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on August 5, 2021) | ||||||||
Articles Supplementary of InvenTrust Properties Corp. (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on October 12, 2021) | ||||||||
Articles of Amendment of InvenTrust Properties Corp. (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on April 28, 2022) | ||||||||
| Articles of Amendment of InvenTrust Properties Corp. (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on May 8, 2023) | ||||||||
Fourth Amended and Restated Bylaws of the Company, dated as of May 5, 2023 (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on May 8, 2023) | ||||||||
| Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||||||
| Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||||||
| Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||||||
| Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||||||
| 101 | The following financial information from our Quarterly Report on Form 10-Q for the period ended March 31, 2025, filed with the SEC on April 30, 2025, is formatted in Extensible Business Reporting Language ("XBRL"): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income, (iii) Condensed Consolidated Statements of Equity, (iv) Condensed Consolidated Statements of Cash Flows and (v) Notes to Condensed Consolidated Financial Statements (tagged as blocks of text). | |||||||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | |||||||
| * Filed as part of this Quarterly Report on Form 10-Q | ||||||||
| ** Furnished as part of this Quarterly Report on Form 10-Q | ||||||||
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
InvenTrust Properties Corp.
| Date: | April 30, 2025 | ||||
| By: | /s/ Daniel J. Busch | ||||
| Name: | Daniel J. Busch | ||||
| Title: | President, Chief Executive Officer (Principal Executive Officer) | ||||
| Date: | April 30, 2025 | ||||
| By: | /s/ Michael Phillips | ||||
| Name: | Michael Phillips | ||||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | ||||
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