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What changed in InvenTrust Properties Corp.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of InvenTrust Properties Corp.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+232 added−225 removedSource: 10-K (2025-02-13) vs 10-K (2024-02-14)

Top changes in InvenTrust Properties Corp.'s 2024 10-K

232 paragraphs added · 225 removed · 175 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeFor the avoidance of doubt, neither our 2022 ESG Report nor any portion thereof is incorporated by reference into this Annual Report. To date, compliance with federal, state and local environmental laws has not had a material adverse effect on our business, assets, results of operations, financial condition and/or our ability to pay distributions.
Biggest changeTo date, compliance with federal, state, and local environmental laws has not had a material adverse effect on our business, assets, results of operations, financial condition, and/or our ability to pay distributions. We do not believe that our existing retail platform will require us to incur material expenditures to comply with these laws and regulations.
Our ample liquidity, and sector-low leverage, provide an additional competitive advantage of flexibility to transact. Our concerted focus on Sun Belt markets provides us greater opportunity to carefully evaluate potential acquisitions. Human Capital Management Our employees are our greatest asset and the foundation for our success.
Our ample liquidity, and sector-low leverage, provide an additional competitive advantage of flexibility to transact. Our concerted focus on the Sun Belt markets provides us greater opportunity to carefully evaluate potential acquisitions. Human Capital Management Our employees are our greatest asset and the foundation for our success.
Our strategically located regional field offices are within a two-hour drive of over 95% of our properties which affords us the ability to respond to the needs of our tenants and provides us with in-depth local market knowledge. We believe that our Sun Belt portfolio of high quality grocery-anchored assets is a distinct differentiator for us in the marketplace.
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.
Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income, property or net worth and federal income and excise taxes on our undistributed income. 3 Our Website and Availability of SEC Reports and Other Information The Company maintains a website at the following address: www.inventrustproperties.com.
Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income, property or net worth and federal income and excise taxes on our undistributed income. Our Website and Availability of SEC Reports and Other Information The Company maintains a website at the following address: www.inventrustproperties.com.
Our local market presence is supported by seven field offices staffed with operational teams within two hours of over 95% of our shopping centers, which allows us to build deep real estate expertise and a strong reputation with market participants and with our anchor and small shop tenants.
Our local market presence is supported by our field offices staffed with operational teams within two hours of over 95% of our shopping centers, which allows us to build deep real estate expertise and a strong reputation with market participants and with our anchor and small shop tenants.
We believe our current capital structure provides us with the financial flexibility and capacity to fund our current capital needs as well as future growth opportunities. We believe we have the liquidity necessary to continue executing on our strategic and operational objectives while exhibiting focused and disciplined capital allocation.
We believe our current capital structure provides us with the financial flexibility and capacity to fund our current capital needs as well as future growth opportunities. We believe we have the liquidity necessary to continue executing on our strategic and operational objectives while exhibiting a focused and disciplined capital allocation.
We also intend to use certain social media channels as a means of disclosing information about us and our business to our colleagues, customers, investors and the public (e.g., the InvenTrust X account (twitter.com/inventrustprop); and the InvenTrust LinkedIn account (linkedin.com/company/inventrustproperties).
We also intend to use certain social media channels as a means of disclosing information about us and our business to our colleagues, customers, investors and the public (e.g., the InvenTrust X account (x.com/inventrustprop); and the InvenTrust LinkedIn account (linkedin.com/company/inventrustproperties).
Accordingly, the Company encourages investors, the media, and others interested in InvenTrust to review the information that it shares on the Company's investor relations website at inventrustproperties.com/investor-relations, and regularly follow the Company's social media accounts.
Accordingly, the Company encourages investors, the media, and others interested in InvenTrust to review the information that it shares on the Company's investor relations website at inventrustproperties.com/investor-relations, and regularly follow the Company's social media accounts. 3
Our hybrid work model provides an opportunity for employees to balance work and life whether they are in the office or at home. We also host monthly events focused on employee education, health and wellness, engagement activities, and giving back to our communities.
Our hybrid work model provides an opportunity for employees to balance work and life, whether in the office or at home. We also host monthly events focused on employee education, health and wellness, engagement activities, and giving back to our communities.
Our events consist of company-wide executive led meetings to stay connected with our employees, wellness competitions, food trucks, game days, happy hours, and charity events serving our communities. We are proud that 100% of our employees participated in charitable events giving back to our communities in 2023.
Our events consist of company-wide executive-led meetings to stay connected with our employees, wellness competitions, food trucks, game days, happy hours, and charity events serving our communities. We are proud that 100% of our employees participated in charitable events giving back to our communities in 2024.
Actual use may be less than economic occupancy. Specialty Leases represent leases of less than one year in duration for small shop space and include any term length for common area space. (b) Leased occupancy is defined as economic occupancy plus the percentage of signed but not yet commenced GLA divided by total GLA.
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 term length. (b) Leased occupancy is defined as economic occupancy plus the percentage of signed but not yet commenced GLA divided by total GLA.
In 2023, 87% of our employees were highly engaged and we were named of one Chicago's Top Workplaces by The Chicago Tribune for the second year in a row. We believe that the more engaged our employees are the more likely productivity will increase and drive empowerment throughout the organization for our employees to act like owners.
In 2024, 90% of our employees were highly engaged and we were named one of Chicago's Top Workplaces by The Chicago Tribune for the third year in a row. We believe that the more engaged our employees are the more likely productivity will increase and drive empowerment throughout the organization for our employees to act like owners.
Opportunistically disposing of retail properties. We continue to opportunistically dispose of properties where we believe they no longer meet our investment criteria. These dispositions will allow the Company to re-deploy the proceeds in more attractive opportunities in Sun Belt markets. Maintaining a flexible capital structure.
Opportunistically disposing of retail properties. We continue to opportunistically dispose of properties where we believe they no longer meet our investment criteria. These dispositions will allow us to redeploy the proceeds in more attractive opportunities in Sun Belt markets. 1 Maintaining a flexible capital structure.
We believe in fostering a highly engaged inclusive environment which drives growth and productivity. We believe that our heightened focus on employee development and health and wellness creates a more engaged workforce.
Employee engagement is critical to our success. We believe in fostering a highly engaged inclusive environment which drives growth and productivity. We believe that our heightened focus on employee development and health and wellness creates a more engaged workforce.
As of December 31, 2023 No. of properties 62 GLA (square feet) 10,324 Economic occupancy (a) 93.3% Leased occupancy (b) 96.2% ABR PSF (c) $19.48 (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.
As of December 31, 2024 No. of properties 68 GLA (square feet) 10,972 Economic occupancy (a) 95.3% Leased occupancy (b) 97.4% ABR PSF (c) $20.07 (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.
(c) Annualized Base Rent ("ABR") is computed as base rent for the period multiplied by twelve months. Base rent is inclusive of ground rent and any abatement concessions, but excludes 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.
(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.
All of our employees are offered a comprehensive benefits package, including, but not limited to, paid time off and parental leave, medical, dental and vision insurance, disability, life insurance, 401(k) matching, tuition reimbursement, flexible Fridays and work from home flexibility. Employee engagement is critical to our success.
We believe our employees are fairly compensated, without regard to gender, race, and ethnicity. All of our employees are offered a comprehensive benefits package, including, but not limited to, paid time off and parental leave, medical, dental and vision insurance, disability insurance, life insurance, 401(k) matching, tuition reimbursement, flexible Fridays and remote work flexibility.
InvenTrust focuses on Sun Belt markets with favorable demographics, including above average growth in population, employment, income and education levels. We believe these conditions create favorable demand characteristics for grocery-anchored and necessity-based essential retail centers, which will position us to capitalize on potential future rent increases while benefiting from sustained occupancy at our centers.
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.
We believe our concentrated portfolio and focused strategy will allow us to adapt to the evolving needs of stakeholders. Competition We compete with numerous companies and individuals engaged in the ownership, development, acquisition, and operation of shopping centers in Sun Belt markets, resulting in competition for attracting and retaining tenants and acquiring and disposing shopping centers.
Our flexible capital structure and ample liquidity will allow us to take advantage of future growth opportunities that meet our investment criteria. Competition We compete with numerous companies and individuals engaged in the ownership, development, acquisition, and operation of shopping centers in Sun Belt markets, resulting in competition for attracting and retaining tenants and acquiring and disposing shopping centers.
We do not believe that our existing retail platform will require us to incur material expenditures to comply with these laws and regulations. However, we acknowledge that ESG-related regulation, including environmental-related regulation and legislation, is evolving, and we cannot predict the impact of unforeseen ESG contingencies or new or changed laws or regulations on our properties, operations, and financials.
However, we acknowledge that compliance with environmental-related regulations and legislation is evolving, and we cannot predict the impact of new or changed laws or regulations on our properties, operations, and financials.
Our annual awards, the "Rising Star" and "Standing Ovation" recognize new employees and tenured employees who exhibit exceptional promise, ability, and our InvenTrust values. We monitor our performance through employee engagement surveys and utilize the results to continually improve our organization. Environment, Social and Governance ESG is not new to InvenTrust.
Our annual awards, the "Rising Star" and "Standing Ovation", recognize new employees and tenured employees who exhibit exceptional promise, ability, and our InvenTrust values.
We seek to attract and retain diverse and talented professionals who provide a wide range of opinions and experiences to drive our business forward. As of December 31, 2023, we have 104 full-time employees.
We seek to attract and retain talented professionals who provide a wide range of opinions and experiences to drive our business forward. As of December 31, 2024, we have 101 full-time employees. Our Human Capital strategy is focused on talent management. The basis for hiring, development, training, compensation and advancement are qualifications, performance, skills and experience.
We pursue our business strategy by: • Acquiring retail properties in Sun Belt markets; • Opportunistically disposing of retail properties; 1 • Maintaining a flexible capital structure; and • Enhancing our environmental, social and governance practices and standards. Acquiring retail properties in Sun Belt markets.
We pursue our business strategy by: • Acquiring retail properties in Sun Belt markets; • Opportunistically disposing of retail properties; and • Maintaining a flexible capital structure. Acquiring retail properties in Sun Belt markets. InvenTrust focuses on Sun Belt markets with favorable demographics, including above-average growth in population, employment, income and education levels.
On October 12, 2021, the Company's shares of common stock were listed and began trading on the New York Stock Exchange ("NYSE") under the ticker symbol "IVT." InvenTrust's wholly-owned and managed retail properties include grocery-anchored community and neighborhood centers and power centers, including those classified as necessity-based.
On October 12, 2021, the Company's shares of common stock were listed and began trading on the New York Stock Exchange ("NYSE") under the ticker symbol "IVT." As of December 31, 2024, the Company owned 68 retail properties with a total gross leasable area ("GLA") of approximately 11.0 million square feet.
We believe we can enhance our communities, conserve resources and foster a best-in-class working environment while growing long term stockholder value.
We believe that our efforts to enhance our communities, conserve resources, and foster a best-in-class work environment are not just compatible with, but facilitative of, growing long-term stockholder value. We discuss such initiatives related to our corporate responsibility and governance in our annual environmental, social, and governance ("ESG") report (the "ESG Report") available on our website.
As of December 31, 2023, the Company owned 62 retail properties with a total gross leasable area ("GLA") of approximately 10.3 million square feet. The following table summarizes our retail portfolio as of December 31, 2023.
The following table summarizes our retail portfolio as of December 31, 2024.
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Joint Venture Acquisition As of December 31, 2022, the Company owned a 55% interest in IAGM Retail Fund I, LLC ("IAGM"), an unconsolidated retail joint venture partnership between the Company and PGGM Private Real Estate Fund ("PGGM").
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We monitor our performance through employee engagement surveys and utilize the results to continually improve our organization. 2 Corporate Responsibility and Governance We continue to manage matters of corporate responsibility and governance across our platform as part of our overall business strategy.
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IAGM was formed on April 17, 2013 for the purpose of acquiring, owning, managing, and disposing of retail properties and sharing in the profits and losses from those retail properties and their activities. As of December 31, 2022, IAGM was the Company's sole joint venture and was unconsolidated.
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On January 18, 2023, the Company acquired the four remaining retail properties from IAGM.
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Throughout this Annual Report, where indicated as "Pro Rata," the Company has included the results from its ownership share of its joint venture properties at 55% ("at share") when combined with the Company's wholly owned properties, defined as "Pro Rata," except for property and lease count, as of and for the year ended December 31, 2022.
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Our flexible capital structure and ample liquidity will allow us to take advantage of future growth opportunities that meet our investment criteria. Enhancing our environmental, social and governance practices and standards . We continue to focus on environmental, social and governance ("ESG") practices and standards across our platform.
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We remain committed to transparency in our investment strategy with a focus on operating efficiency, responding to evolving trends, and addressing the needs of our tenants and communities by continuing to integrate environmental sustainability, social responsibility, and strong governance practices throughout our organization.
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We define racial diversity as employees who are African American or Black, Alaskan Native or Native American, Asian, Hispanic or Latinx, and Native Hawaiian or Pacific Islander. We define gender diversity as employees who identify as women. Overall diversity across our workforce is approximately 67%, including gender and racial/ethnic groups. Racial diversity across our workforce is 19%.
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Women represent approximately 61% of our employees. 2 Our Human Capital strategy is focused on talent management. The basis for hiring, development, training, compensation and advancement are qualifications, performance, skills and experience. We believe our employees are fairly compensated, without regard to gender, race, and ethnicity.
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Since 2013, we have participated in compiling and reporting on ESG metrics with GRESB (formerly "Global Real Estate Sustainability Benchmark"), an independent organization providing ESG performance data and peer benchmarks for investors and organizations. We believe we can enhance our communities, conserve resources, and foster a best-in-class working environment while growing long-term stockholder value.
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In 2023, we set energy, water, waste and greenhouse gas reduction targets, continued progress towards our 5-year goals, and increased our GRESB score by five points year over year.
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We remain committed to transparency in our investment strategy with a focus on operating efficiency, responding to evolving trends, and addressing the needs of our tenants and communities by continuing to integrate environmental sustainability, social responsibility, and strong governance practices throughout our organization.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAlthough we make efforts to maintain the security and integrity of our IT networks and related systems, and we have implemented various measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches would not be successful or damaging.
Biggest changeThere can be no assurance that our security efforts and measures will be effective or that attempted security breaches would not be successful or damaging. While we maintain some of these IT Systems, we also depend on third parties to provide important IT Systems relating to several key business functions.
These conditions may materially affect our value and the performance of our assets and our ability to sell assets, as well as our ability to make principal and interest payments on, or refinance, outstanding debt when due.
These conditions may materially affect the value and the performance of our assets and our ability to sell assets, as well as our ability to make principal and interest payments on, or refinance, outstanding debt when due.
Natural disasters and severe weather such as earthquakes, wildfires, mudslides, droughts, tornadoes, hurricanes, blizzards, hailstorms or floods may result in significant damage to our properties, decrease demand for certain properties, disrupt operations at our properties, increase the costs associated with maintaining or insuring our properties, and adversely affect both the value of our properties and the ability of our tenants and operators to make their scheduled rent payments to us.
Natural disasters and severe weather such as hurricanes, wildfires, earthquakes, mudslides, droughts, tornadoes, blizzards, hailstorms or floods may result in significant damage to our properties, decrease demand for certain properties, disrupt operations at our properties, increase the costs associated with maintaining or insuring our properties, and adversely affect both the value of our properties and the ability of our tenants and operators to make their scheduled rent payments to us.
The market price of our equity securities may fluctuate significantly in response to many factors, many of which are out of our control, including: • actual or anticipated variations in our operating results, liquidity or financial condition; • changes in our earnings estimates or failure to meet earnings estimates; • changes in our funds from operations; • increases in market interest rates that drive purchasers of our stock to demand a higher dividend yield; 9 • changes in market valuations of similar companies; • adverse market reaction to any additional debt we incur in the future; • additions or departures of key management personnel; • the general reputations of REITs and the attractiveness of equity securities in comparison to other equity securities including securities issued by other real estate based companies; • our underlying asset value; • strategic actions by the Company or our competitors, such as acquisitions, dispositions or restructurings; • fluctuations in the stock price and operating results of the Company’s competitors; • the passage of legislations or other regulatory developments that may adversely affect the Company or the REIT industry, including but not limited to Section 1031 of the Code; • investor confidence in the stock and bond markets generally; • changes in tax laws or accounting principles; • publication of research reports about us or the real estate industry in general and recommendations by financial analysts or actions taken by rating agencies with respect to our securities or those of other REITs; • future equity issuances or the perception that such equity issuances may occur; • failure to maintain our status as a REIT; • actions by institutional stockholders or by corporate governance rating companies; • increased investor focus on sustainability-related risks, including climate change; • changes in our dividend payments; and • general market and economic conditions, including factors unrelated to the Company’s operating performance.
The market price of our equity securities may fluctuate significantly in response to many factors, many of which are out of our control, including: • actual or anticipated variations in our operating results, liquidity or financial condition; • changes in our earnings estimates or failure to meet earnings estimates; • changes in our funds from operations; • increases in market interest rates that drive purchasers of our stock to demand a higher dividend yield; • changes in market valuations of similar companies; • adverse market reaction to any additional debt we incur in the future; • additions or departures of key management personnel; 9 • the general reputations of REITs and the attractiveness of equity securities in comparison to other equity securities including securities issued by other real estate based companies; • our underlying asset value; • strategic actions by the Company or our competitors, such as acquisitions, dispositions or restructurings; • fluctuations in the stock price and operating results of the Company's competitors; • the passage of legislation or other regulatory developments that may adversely affect the Company or the REIT industry, including but not limited to Section 1031 of the Code; • investor confidence in the stock and bond markets generally; • changes in tax laws or accounting principles; • publication of research reports about us or the real estate industry in general and recommendations by financial analysts or actions taken by rating agencies with respect to our securities or those of other REITs; • future equity issuances or the perception that such equity issuances may occur; • failure to maintain our status as a REIT; • actions by institutional stockholders or by corporate governance rating companies; • increased investor focus on sustainability-related risks, including climate change; • changes in our dividend payments; and • general market and economic conditions, including factors unrelated to the Company's operating performance.
If any of our indebtedness is accelerated prior to maturity, we may not be able to repay or refinance such indebtedness on favorable terms, or at all, which could adversely affect our financial condition, operating results and cash flows. Increases in interest rates would cause our borrowing costs to rise and negatively impact our results of operations.
If any of our indebtedness is accelerated prior to maturity, we may not be able to repay or refinance such indebtedness on favorable terms, or at all, which could adversely affect our financial condition, operating results and cash flows. 8 Increases in interest rates would cause our borrowing costs to rise and negatively impact our results of operations.
Tenant defaults and decreased demand for retail space would have an adverse impact on the value of our retail properties and our results of operations. 4 A consumer shift in retail shopping from brick and mortar stores to e-commerce may have an adverse impact on our revenues and cash flow.
Tenant defaults and decreased demand for retail space would have an adverse impact on the value of our retail properties and our results of operations. A consumer shift in retail shopping from brick-and-mortar stores to e-commerce may have an adverse impact on our revenues and cash flow.
Under various federal, state, and local laws, an owner or manager of real property may be liable for the costs to assess and remediate the presence of hazardous substances on the property, which in our case generally arise from former dry cleaners, gas stations, asbestos usage, storage tanks, air emissions from emergency generators, storm water and wastewater discharges, lead-based pain, mold and mildew, waste management, and historic land use practices.
Under various federal, state, and local laws, an owner or manager of real property may be liable for the costs to assess and remediate the presence of hazardous substances on the property, which in our case generally arise from former dry cleaners, gas stations, asbestos usage, storage tanks, air emissions from emergency generators, storm water and wastewater discharges, lead-based paint, mold and mildew, waste management, and historic land use practices.
An economic downturn could result in defaults by retail tenants, which could have an adverse impact on our business, financial condition, result of operations, and ability to make distributions to our stockholders. An economic downturn could have an adverse impact on the retail industry generally.
An economic downturn could result in defaults by retail tenants, which could have an adverse impact on our business, financial condition, results of operations, and ability to make distributions to our stockholders. An economic downturn could have an adverse impact on the retail industry generally.
Among the factors that could have a negative impact on our assets and the value of an investment in us are the following: • relative illiquidity of real estate; • competition amongst other owners of commercial real estate for investments in similar markets; • expansion into new markets that we are not as familiar with; • changing market demographics; • risks associated with the possibility that cost increases will outpace revenue increases and that in the event of an economic slowdown, the high proportion of fixed costs will make it difficult to reduce costs to the extent required to offset declining revenues; • changes in tax laws and property taxes, or an increase in the assessed valuation of an asset for real estate tax purposes; • adverse changes in the federal, state or local laws and regulations applicable to us, including those affecting zoning, fuel and energy consumption, water and environmental restrictions, and the related costs of compliance; • an inability to finance real estate assets on favorable terms, if at all; • significant capital expenditures may be required to improve our properties to attract tenants; • the ongoing need for owner-funded capital for improvements and expenditures to maintain or upgrade assets, make tenant improvements and pay leasing commissions; • fluctuations in real estate values or potential impairments in the value of our assets; • natural disasters, such as earthquakes, droughts, hurricanes, floods, extreme storms and weather or other under-insured or uninsured losses, which may result from or be exacerbated by climate change, and man-made events, such as terrorist attacks or events of sabotage; and • changes in interest rates and availability, and cost and terms of financing. 6 We face risks with the expansion, development, and re-development of properties.
Among the factors that could have a negative impact on our assets and the value of an investment in us are the following: • relative illiquidity of real estate; • competition among other owners of commercial real estate for investments in similar markets; • expansion into new markets that we are not as familiar with; • changing market demographics; • risks associated with the possibility that cost increases will outpace revenue increases and that in the event of an economic slowdown, the high proportion of fixed costs will make it difficult to reduce costs to the extent required to offset declining revenues; • changes in tax laws and property taxes, or an increase in the assessed valuation of an asset for real estate tax purposes; • adverse changes in the federal, state or local laws and regulations applicable to us, including those affecting zoning, fuel and energy consumption, water and environmental restrictions, and the related costs of compliance; • an inability to finance real estate assets on favorable terms, if at all; • significant capital expenditures may be required to improve our properties to attract tenants; • the ongoing need for owner-funded capital for improvements and expenditures to maintain or upgrade assets, make tenant improvements and pay leasing commissions; • fluctuations in real estate values or potential impairments in the value of our assets; • natural disasters, such as hurricanes, wildfires, earthquakes, droughts, floods, extreme storms and weather or other under-insured or uninsured losses, which may result from or be exacerbated by climate change, and man-made events, such as terrorist attacks or events of sabotage; • changes in interest rates and availability, and cost and terms of financing; and • rising inflation.
If we fail to qualify as a REIT, we would be subject to U.S. federal income tax at regular corporate rates and would have to pay significant income taxes unless the Internal Revenue Service (“IRS”) granted us relief under certain statutory provisions.
If we fail to qualify as a REIT, we would be subject to U.S. federal income tax at regular corporate rates and would have to pay significant income taxes unless the Internal Revenue Service ("IRS") granted us relief under certain statutory provisions.
Changes in federal, state and local legislation and regulation on climate change could result in increased operating costs (for example, increased utility costs) and/or increased capital expenditures to improve the energy efficiency of our existing properties (for example, increased costs associated with meeting electric vehicle charging mandates) and could also require us to spend more on our new properties without a corresponding increase in revenue and could increase our exposure to new physical risks and liabilities.
Changes in federal, state and local legislation and regulation, or in other stakeholder expectations, on climate change could result in increased operating costs (for example, increased utility costs) and/or increased capital expenditures to improve the energy efficiency of our existing properties (for example, increased costs associated with meeting electric vehicle charging mandates) and could also require us to spend more on our new properties without a corresponding increase in revenue and could increase our exposure to new physical risks and liabilities.
Risks Factors Related to Corporate Matters We are subject to litigation that could negatively impact our cash flow, financial condition and results of operations. We are a defendant from time to time in lawsuits and regulatory proceedings relating to our business.
Risk Factors Related to Corporate Matters We are subject to litigation that could negatively impact our cash flow, financial condition and results of operations. We are a defendant from time to time in lawsuits and regulatory proceedings relating to our business.
This ownership limit may delay or prevent a transaction or change in control that could affect our stockholder’s ability to realize a premium over the then prevailing market price for their shares, it could also restrict our stockholders' ability to acquire or transfer certain amounts of our common stock. Item 1B. Unresolved Staff Comments None. 13
This ownership limit may delay or prevent a transaction or change in control that could affect our stockholders' ability to realize a premium over the then prevailing market price for their shares, it could also restrict our stockholders' ability to acquire or transfer certain amounts of our common stock. Item 1B. Unresolved Staff Comments None. 14
Should an uninsured loss or a loss in excess of insured limits occur, we could lose all or a portion of the capital we have invested in an asset, as well as the anticipated future revenue from the asset. In that event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the asset.
Should an uninsured loss or a loss in excess of insured limits occur, we could lose all or a portion of the capital we have invested in an asset, as well as the anticipated future cash flows from the asset. In that event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the asset.
Rising inflation could also adversely impact consumer behavior and increase our and our tenant's operating costs. As a result, the retail industry could face further reductions in sales revenues and increased bankruptcies.
Rising inflation could also adversely impact consumer behavior and increase our and our tenants' operating costs. As a result, the retail industry could face further reductions in sales revenues and increased bankruptcies.
For the year ended December 31, 2023, distributions were paid from cash flow from operations and proceeds from the sales of properties. 10 Risks Factors Related to Our Organization and Corporate Structure Our charter permits our Board to issue preferred stock on terms that may subordinate the rights of the holders of our current common stock or discourage a third party from acquiring us.
For the year ended December 31, 2024, distributions were paid from cash flow from operations and proceeds from the sales of properties. 10 Risk Factors Related to Our Organization and Corporate Structure Our charter permits our Board to issue preferred stock on terms that may subordinate the rights of the holders of our current common stock or discourage a third party from acquiring us.
We have incurred and we may incur future impairment charges, which could be material. Risks Factors Related to the Environment Affecting Our Properties Geographic concentration makes our business more vulnerable to natural disasters, severe weather, and climate change.
We have incurred and we may incur future impairment charges, which could be material. 7 Risk Factors Related to the Environment Affecting Our Properties Geographic concentration makes our business more vulnerable to natural disasters, severe weather, and climate change.
Issuing additional equity securities to finance future developments and acquisitions instead of incurring additional debt could dilute the interests of our existing stockholders.
Issuing additional equity securities to finance future developments and acquisitions instead of incurring additional debt would dilute the interests of our existing stockholders.
Risks include the following: • we may be unable to lease developments to full occupancy on a timely basis; • the occupancy rates and rents of a completed project may not be sufficient to make the project profitable; • actual costs of a project may exceed original estimates, possibly making the project unprofitable; • delays in the development or construction process may increase our costs; • we may not be able to obtain, or may experience delays in obtaining necessary zoning, land use, building, occupancy and other required governmental permits and authorizations; • we may abandon a development project and lose our investment; • the size of our development pipeline may strain our labor or capital capacity to complete developments within targeted timelines and may reduce our investment returns; • a reduction in the demand for new retail space may reduce our future development activities, which in turn may reduce our net operating income; and • changes in the level of future development activity may adversely impact our results from operations by reducing the amount of certain internal overhead costs that may be capitalized.
Risks include the following: • we may be unable to lease developments to full occupancy on a timely basis; • the occupancy rates and rents of a completed project may not be sufficient to make the project profitable; • actual costs of a project may exceed original estimates, possibly making the project unprofitable; • delays in the development or construction process may increase our costs; • we may not be able to obtain, or may experience delays in obtaining necessary zoning, land use, building, occupancy and other required governmental permits and authorizations; • we may abandon a development project and lose our investment; • the size of our development pipeline may strain our labor or capital capacity to complete developments within targeted timelines and may reduce our investment returns; • a reduction in the demand for new retail space may reduce our future development activities, which in turn may reduce our net operating income; and • changes in the level of future development activity may adversely impact our results from operations by reducing the amount of certain internal overhead costs that may be capitalized. 6 Inflationary pressures, rising interest rates, supply chain disruptions, and labor shortages may exacerbate certain of these risks.
An oversupply of retail properties without corresponding increases in demand in any of these markets could have a material adverse effect on our financial condition, our results of operations and our ability to pay distributions. Our success depends on the success and continued presence of our anchor tenants.
An oversupply of retail properties without corresponding increases in demand or an economic downturn in some of these markets could have a material adverse effect on our financial condition, our results of operations and our ability to pay distributions. Our success depends on the success and continued presence of our anchor tenants.
As a result, we, or our tenants, may be unable to detect, investigate, remediate or recover from future attacks or incidents, or to avoid a material adverse impact to our or their IT networks and related systems, confidential information or business.
As a result, we, or our tenants, may be unable to detect, investigate, remediate or recover from future attacks or incidents, or to avoid a material adverse impact to our IT Systems, confidential information or business.
Cyberattacks are expected to accelerate on a global basis in frequency and magnitude as threat actors are becoming increasingly sophisticated in using techniques and tools – including generative and other artificial intelligence – that circumvent security controls, evade detection and remove forensic evidence.
Cyberattacks are expected to accelerate on a global basis in frequency and magnitude as threat actors are becoming increasingly sophisticated in using techniques and tools - including, with increased frequency, generative and other AI Technologies - that circumvent security controls, evade detection and remove forensic evidence.
Our financial condition may be impacted by our ability to timely re-lease our space. Our business and financial condition depend on the financial stability of our tenants and our ability to lease our space. Certain economic conditions, or center specific conditions may adversely affect one or more of our tenants.
Our business and financial condition depend on the financial stability of our tenants and our ability to lease our space. Certain economic conditions, or center specific conditions may adversely affect one or more of our tenants.
In addition, failure to effectively hedge against interest rate changes may adversely affect our results of operations. We may issue additional equity or debt securities in the future in order to raise capital. Additional issuances of equity securities could dilute the investment of our current stockholders.
In addition, failure to effectively hedge against interest rate changes may adversely affect our results of operations. We may issue additional equity or debt securities in the future in order to raise capital. Additional issuances of equity securities would dilute the investment of our current stockholders and could decrease the market price of our common stock.
Further, we cannot guarantee that any costs and liabilities incurred in relation to an attack or incident will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all. A failure of our IT infrastructure could adversely impact our business and operations.
Further, we cannot guarantee that any costs and liabilities incurred in relation to an attack or incident will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all.
Our existing and future debt may subject us to many risks, including the risks that: • our cash flow from operations will be insufficient to make required payments of principal and interest; • our debt may increase our vulnerability to adverse economic and industry conditions; • we may be required to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing cash available for distribution to our stockholders, funds available for operations and capital expenditures, future business opportunities or other purposes; • the terms of any refinancing may not be as favorable as the terms of the debt being refinanced; and • the terms of our debt may limit our ability to make distributions to our stockholders and therefore adversely affect the market price of our stock. 8 If we do not have sufficient funds to repay our debt at maturity, it may be necessary to refinance this debt through additional debt financing, or private or public offerings of debt or equity securities.
Our existing and future debt may subject us to many risks, including the risks that: • our cash flow from operations will be insufficient to make required payments of principal and interest; • our debt may increase our vulnerability to adverse economic and industry conditions; • we may be required to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing cash available for distribution to our stockholders, funds available for operations and capital expenditures, future business opportunities or other purposes; • the terms of any refinancing may not be as favorable as the terms of the debt being refinanced; and • the terms of our debt may limit our ability to make distributions to our stockholders and therefore adversely affect the market price of our stock.
Among the factors that could impact our financial conditions are the following: • inability to renew, lease vacant space or re-let space as leases expire; • restrictions related to re-leasing space; • co-tenancy constraints which limit our ability to lease to certain operators or reduce our revenues at our properties if co-tenancy clauses are exercised and; • competition for tenancy of our leases As of December 31, 2023, economic occupancy and leased occupancy of our retail portfolio was 93.3% and 96.2%, respectively.
Among the factors that could impact our financial conditions are the following: • inability to renew, lease vacant space or re-let space as leases expire; • restrictions related to re-leasing space; • co-tenancy constraints which limit our ability to lease to certain operators or reduce our revenues at our properties if co-tenancy clauses are exercised and; • competition for tenancy of our leases.
As of December 31, 2023, approximately 41.7% of the total annualized base rental income in our retail portfolio was generated by properties located in Texas, with 17.5%, 11.2%, 9.8%, and 3.2% of our total annualized base rental income generated by properties in Austin, Houston, Dallas-Fort Worth-Arlington, and San Antonio metropolitan areas, respectively.
As of December 31, 2024, approximately 38.5% of the total annualized base rental income in our retail portfolio was generated by properties located in Texas, with 16.1%, 10.2%, 9.0%, and 3.2% of our total annualized base rental income generated by properties in Austin, Houston, Dallas-Fort Worth-Arlington, and San Antonio metropolitan areas, respectively.
Risk Factors Related to Our Business and Strategy Economic, political and market conditions could negatively impact our business, results of operations and financial condition Our business is affected by economic, political and market challenges experienced by the U.S. or global economies or the real estate industry as a whole; by the regional or local economic conditions in the markets in which our assets are located, including any dislocations in the credit markets; or by competitive business market conditions experienced by us.
Our business is affected by economic, political and market challenges experienced by the U.S. or global economies or the real estate industry as a whole; by the regional or local economic conditions in the markets in which our assets are located, including any dislocations in the credit markets; or by competitive business market conditions experienced by us.
Our charter authorizes our Board, without stockholder approval, to amend the charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Company has authority to issue. Stockholders are not entitled to vote on whether or not we issue additional shares.
Our charter authorizes our board of directors (the "Board"), without stockholder approval, to amend the charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Company has authority to issue.
Our failure to obtain such insurance could constitute a default under loan agreements, and/or our lenders may force us to obtain such insurance at unfavorable rates, which could materially and adversely affect our profitability.
Even when insurable, these policies may have high deductibles and/or high premiums. Lenders may require such insurance. Our failure to obtain such insurance could constitute a default under loan agreements, and/or our lenders may force us to obtain such insurance at unfavorable rates, which could materially and adversely affect our profitability.
If the rental rates for our assets decrease, our existing tenants do not renew their leases or we do not re-lease a significant portion of our available space and space for which leases will expire, our financial condition, cash flows and results of operations could be adversely affected. 5 Many of our costs and expenses associated with operating our properties may remain constant or increase, even if our lease income decreases.
If the rental rates for our assets decrease, our existing tenants do not renew their leases or we do not re-lease a significant portion of our available space and space for which leases will expire, our financial condition, cash flows and results of operations could be adversely affected.
There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information.
Our and our tenants' financial results and reputation may be negatively impacted by such an incident. There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our IT Systems and information.
We seek to expand, develop and re-develop some of our existing properties and such activity is subject to various risks. We may not be successful in identifying and pursuing expansion, development and re-development opportunities. In addition, like newly-acquired properties, expanded, developed and re-developed properties may not perform as well as expected.
We face risks with the expansion, development, and re-development of properties. We seek to expand, develop and re-develop some of our existing properties and such activity is subject to various risks. We may not be successful in identifying and pursuing expansion, development and re-development opportunities.
Risk Factors Related to Real Estate Investments There are inherent risks with investments in retail real estate Investments in real estate are subject to varying degrees of risk.
Investments in real estate are subject to varying degrees of risk.
We may face reputational damage in the event our corporate responsibility procedures or standards do not meet the standards set by various constituencies. In addition, our competitors may receive more favorable ratings. The occurrence of any of the foregoing could have an adverse impact on our business, financial condition and results of operations, including increased capital expenditures and operating expenses.
In addition, our competitors may receive more favorable ratings or otherwise more successfully navigate competing stakeholder preferences. The occurrence of any of the foregoing could have an adverse impact on our business, financial condition and results of operations, including increased capital expenditures and operating expenses.
Moreover, cyber incidents perpetrated against our tenants, including unauthorized access to customers' credit card data and other confidential information, could diminish consumer confidence and consumer spending and negatively impact our business and reputation.
Furthermore, the security measures employed by third-party service providers may prove to be ineffective at preventing breaches of their systems. Moreover, cyber incidents perpetrated against our tenants, including unauthorized access to customers' credit card data and other confidential information, could diminish consumer confidence and consumer spending and negatively impact our business and reputation.
Any such acquisitions, investments or dispositions could also demand significant attention from management that would otherwise be available for our regular business operations, which could harm our business. 7 We may obtain only limited warranties when we purchase a property and would have only limited recourse if our due diligence did not identify issues that could decrease the value of our property after the purchase.
We may obtain only limited warranties when we purchase a property and would have only limited recourse if our due diligence did not identify issues that could decrease the value of our property after the purchase.
Our small shop tenants may be more vulnerable to negative economic conditions as they generally have more limited resources than our anchor tenants. If a significant number of our small shop tenants experience financial difficulties or are unable to remain open, our cash flow, financial condition and result of operations could be adversely affected.
If a significant number of our small shop tenants experience financial difficulties or are unable to remain open, our cash flow, financial condition and results of operations could be adversely affected. Our financial condition may be impacted by our ability to timely re-lease our space.
The unpredictable nature of pandemics, epidemics, and other health crises precludes any prediction as to one’s ultimate adverse impact. A worsening of the economic, political and social environment as a result presents material risks and uncertainties with respect to our and our tenants’ business, financial condition, results of operations, cash flows, liquidity, and ability to satisfy debt service obligations.
A worsening of the economic, political and social environment as a result presents material risks and uncertainties with respect to our and our tenants' business, financial condition, results of operations, cash flows, liquidity, and ability to satisfy debt service obligations. 5 Risk Factors Related to Real Estate Investments There are inherent risks with investments in retail real estate.
We also may not be able to lease space which is currently not occupied on acceptable terms and conditions, if at all.
We cannot assure our stockholders that leases will be renewed or that our properties will be re-leased on terms equal to or better than the current terms, or at all. We also may not be able to lease space which is currently not occupied on acceptable terms and conditions, if at all.
We also are exposed to the risk of an increased need for the maintenance and repair of our buildings due to inclement or extreme weather. Moreover, climate change may adversely impact our properties directly and may lead to additional compliance obligations and costs, including insurance premiums, taxes and fees.
We also are exposed to the risk of an increased need for the maintenance and repair of our buildings due to inclement or extreme weather.
To the extent that our captive insurance company is unable to bear that risk, we may be required to fund additional capital to our captive insurance company or we may be required to bear that loss. As a result, our operating results may be adversely affected.
To the extent that our captive insurance company is unable to bear that risk, we may be required to fund additional capital to our captive insurance company or we may be required to bear that loss. Further, there are losses we may incur that cannot be insured against or that we believe are not economically reasonable to insure.
Co-tenancy clauses have several variants and may allow a tenant to pay reduced levels of rent until a certain number of tenants open their stores within the same property.
Co-tenancy clauses have several variants and may allow a tenant to pay reduced levels of rent until a certain number of tenants open their stores within the same property. 4 If our small shop tenants (tenants occupying less than 10,000 square feet) are not successful and, consequently, terminate their leases, our cash flow, financial condition and results of operations could be adversely affected.
Corporate responsibility related to environmental, social and governance factors, may impose additional costs and expose us to new risks. We, as well as our investors, are focused on corporate responsibility, specifically related to environmental, social and governance factors.
Corporate responsibility related to environmental, social and governance factors, may impose additional costs and expose us to new risks. There is continued scrutiny on companies’ management of climate change, human capital, and other environmental, social and governance factors.
More specifically, a cyber incident is an intentional attack or an unintentional event that can include an intruder gaining unauthorized access to systems to disrupt operations, corrupt data or steal confidential information. As our reliance on technology has increased, so have the risks posed to our systems, both internal and those we have outsourced.
As our reliance on technology has increased, so have the risks posed to our systems, both internal and those we have outsourced.
We are increasingly dependent on information technology ("IT"), and potential cyber-attacks, security problems, or other disruptions present risks. A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of our information resources.
A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of our computer systems, hardware, software, technology infrastructure and online sites and networks for both internal and external operations that are critical to our business (collectively, "IT systems").
Adverse economic conditions could cause the terms on which we borrow or refinance to be unfavorable.
If we do not have sufficient funds to repay our debt at maturity, it may be necessary to refinance this debt through additional debt financing, or private or public offerings of debt or equity securities. Adverse economic conditions could cause the terms on which we borrow or refinance to be unfavorable.
As of December 31, 2023, leases representing approximately 5.0% and 12.1% of our retail portfolio GLA were scheduled to expire in 2024 and 2025, respectively. We cannot assure our stockholders that leases will be renewed or that our properties will be re-leased on terms equal to or better than the current terms, or at all.
As of December 31, 2024, economic occupancy and leased occupancy of our retail portfolio was 95.3% and 97.4%, respectively. Additionally, as of December 31, 2024, leases representing approximately 6.6% and 9.5% of our total expiring GLA and $12.5 million and $24.2 million of our total expiring ABR were scheduled to expire in 2025 and 2026, respectively.
Our and our tenants' primary risks that could directly result from the occurrence of a cyber incident include operational interruption, damage to our relationships with our tenants or damage to our tenants' relationships with their customers, as applicable, and private data exposure. Our and our tenants' financial results and reputation may be negatively impacted by such an incident.
Any adverse impact to the availability, integrity or confidentiality of our IT Systems can result in legal claims or proceedings (such as class actions), regulatory investigations and enforcement actions, fines and penalties, operational interruption, damage to our relationships with our tenants or damage to our tenants' relationships with their customers, as applicable, and private data exposure.
Catastrophic losses, including but not limited to, windstorms, earthquakes, floods, and foreign terrorist activities may not be insurable or may not be economically insurable. Even when insurable, these policies may have high deductibles and/or high premiums. Lenders may require such insurance.
Should an uninsured loss occur, we could lose all or a portion of the capital we have invested in a property, as well as the anticipated future cash flow from the property. Catastrophic losses, including, but not limited to, hurricanes, wildfires, windstorms, earthquakes, floods, and foreign terrorist activities may not be insurable or may not be economically insurable.
Removed
If our small shop tenants (tenants occupying less than 10,000 square feet) are not successful and, consequently, terminate their leases, our cash flow, financial condition and results of operations could be adversely affected. As of December 31, 2023, approximately 58.0% of our total annualized base rental income is generated by our small shop tenants.
Added
Risk Factors Related to Our Business and Strategy Economic, political and market conditions could negatively impact our business, results of operations and financial condition.
Removed
Inflationary pressures, rising interest rates, supply chain disruptions, and labor shortages may exacerbate certain of these risks.
Added
As of December 31, 2024, approximately 58.4% of our total annualized base rental income is generated by our small shop tenants. Our small shop tenants may be more vulnerable to negative economic conditions as they generally have more limited resources than our anchor tenants.
Removed
For example, the SEC continues to make moves towards issuing rules relating to climate risk disclosures, human capital management and other ESG matters and other regulatory bodies, including state governments and stock exchanges, have issued new laws or regulations relating to board structure, and increased ESG regulations and reporting requirements are likely to continue.
Added
Many of our costs and expenses associated with operating our properties may remain constant or increase, even if our lease income decreases.
Removed
Third-party providers of corporate responsibility ratings and reports on companies have increased to meet growing investor demand for measurement of corporate responsibility and performance. Although the Company makes ESG disclosures and undertakes sustainability and diversity initiatives, there is no assurance as to how we will rate according to the metrics. Additionally, the measurement parameters may change over time.
Added
The unpredictable nature of pandemics, epidemics, and other health crises precludes any prediction as to one's ultimate adverse impact.
Removed
While we maintain some of our own critical IT systems, we also depend on third parties to provide important IT services relating to several key business functions. Furthermore, the security measures employed by third-party service providers may prove to be 12 ineffective at preventing breaches of their systems.
Added
In addition, like newly-acquired properties, expanded, developed and re-developed properties may not perform as well as expected.
Removed
We rely upon the capacity, reliability and security of our IT infrastructure and our ability to expand and continually update this infrastructure in response to changing needs of our business. We continue to face the challenge of integrating new systems and hardware into our operations.
Added
Any such acquisitions, investments or dispositions could also demand significant attention from management that would otherwise be available for our regular business operations, which could harm our business.
Removed
If there are technological impediments, unforeseen complications, errors or breakdowns in the IT infrastructure, the disruptions could have an adverse effect on our business and financial condition. Risk Factors Relating to Our Qualification as a REIT Our failure to qualify as a REIT would have serious adverse consequences to our stockholders.
Added
Moreover, climate change may adversely impact our properties directly, such as through increasing the frequency/severity of natural disasters or by chronic changes to weather patterns and the environment that impact the desirability of particular locations, and may lead to additional compliance obligations and costs, including insurance premiums, taxes and fees.
Added
In the past, we have refinanced our debt and relied on debt financing to, among other things, fund our operations, future investment activities and acquisitions and business growth and repay maturing debt.
Added
Further, a large volume of sales of shares of our common stock would decrease the market price of our common stock and could impair our ability to raise additional capital through the sale of equity securities in the future.
Added
Therefore, additional common stock issuances, directly or through convertible or exchangeable securities, warrants or options, will dilute the holdings of our existing common stockholders and such issuances or the perception of such issuances may reduce the market price of our common stock.
Added
Stockholders are not entitled to vote on whether or not we issue additional shares.
Added
Because our decision to issue debt or equity securities or incur other or additional borrowings in the future will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, nature, impact or success of our future capital raising efforts.
Added
Thus, common stockholders bear the risk that our future issuances of debt or equity securities or our incurrence of other or additional borrowings will negatively affect the market price of our common stock and adversely impact our financial condition, liquidity and results of operations.
Added
Although the Company makes ESG disclosures and undertakes ESG initiatives, such initiatives are costly and there is no assurance they will have the desired effects. For example, we may not be able to ultimately achieve certain of our goals or initiatives due to cost, technology, or other factors which may or may not be within our control.
Added
Additionally, many of these matters rely on methodologies and data that continue to evolve, and we cannot guarantee that any changes to our approach will align with any stakeholder expectations or preferences. Stakeholders expectations are not uniform, and both advocates for and opponents of ESG initiatives are increasingly resorting to a range of activism forms to achieve their goals.
Added
Some policymakers have also adopted, or are considering adopting requirements related to ESG matters, but such requirements are not uniform, which may increase costs or complexity for compliance, as well as related risk. We may face reputational damage, litigation, or other risks in the event our corporate responsibility procedures or standards do not successfully navigate the expectations of various constituencies.
Added
Moreover, various of our customers and other stakeholders are subject to similar expectations, which may augment or create additional risks for us.
Added
If we or our third-party providers fail to protect confidential information and/or experience cyber-attacks, security problems, or other disruptions, there may be damage to our brand and reputation, financial penalties, and legal liability, which could materially adversely affect our business, results of operations, and financial condition.
Added
More specifically, a cyber incident is an intentional attack or an unintentional event that can include an intruder gaining unauthorized access to systems to disrupt operations, 12 corrupt data or steal confidential information and threats from diverse threat actors, such as state-sponsored organizations, opportunistic hackers and hacktivists, as well as through diverse attack vendors, such as social engineering/phishing, malware (including ransomware), malfeasance by insiders, human or technological error, and as a result of bugs, misconfigurations or exploited vulnerabilities in software or hardware.
Added
We and certain of our third-party providers collect, maintain and process data about customers, employees, business partners and others, including personally identifiable information, as well as proprietary information belonging to our business such as trade secrets (collectively, "Confidential Information").
Added
Additionally, any integration of artificial intelligence ("AI"), machine learning and automated decision-making technologies (collectively, "AI Technologies") in our or any service providers' operations, products or services is expected to pose new or unknown cybersecurity risks and challenges.
Added
Any actual or perceived failure to comply with new or existing laws, regulations and other requirements relating to the privacy, security and processing of personal information or AI Technologies could adversely affect our business, results of operations, or financial condition.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

5 edited+1 added−0 removed6 unchanged
Biggest changeThe Committee oversees management's implementation of our cybersecurity risk management program. The Committee receives periodic reports from management on our cybersecurity risks. In addition, management updates the Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential. The Committee reports to the full Board regarding its activities, including those related to cybersecurity.
Biggest changeIn addition, management updates the Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential. The Committee reports to the full Board regarding its activities, including those related to cybersecurity. The full Board also receives briefings from management on our cybersecurity risk management program.
Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from our internal team; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in our IT environment. 14
Our VP IT and management team are informed about and monitor efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from our internal team; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in our IT environment. 15
The full Board also receives briefings from management on our cybersecurity risk management program. Board members receive presentations on cybersecurity topics from our Vice President of Information Technology ("VP IT") or external experts as part of the Board's continuing education on topics that impact public companies.
Board members receive presentations on cybersecurity topics from our Vice President of Information Technology ("VP IT") or external experts as part of the Board's continuing education on topics that impact public companies.
Our management team, including the VP IT, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises our retained external cybersecurity consultants.
Our VP IT, who reports to the Chief Financial Officer, is primarily responsible for assessing and managing our material risks from cybersecurity, as well as our overall cybersecurity risk management program, including supervision of our retained external cybersecurity consultants.
We face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, and/or financial condition. Cybersecurity Governance Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee (the "Committee") oversight of cybersecurity and other information technology risks.
We face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, and/or financial condition. See " Part I, Item 1A. Risk Factors " contained in this Annual Report for a discussion of the risks we face from cybersecurity threats.
Added
Cybersecurity Governance Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee (the "Committee") oversight of cybersecurity and other information technology risks. The Committee oversees management's implementation of our cybersecurity risk management program. The Committee receives periodic reports from management on our cybersecurity risks.

Item 2. Properties

Properties — owned and leased real estate

10 edited+3 added−4 removed1 unchanged
Biggest changeLease Expiration Year No. of Expiring Leases GLA of Expiring Leases Percent of Total GLA of Expiring Leases ABR of Expiring Leases Percent of Total ABR Expiring ABR PSF (a) 2024 108 479 5.0 % $ 10,811 5.4 % $22.57 2025 170 1,170 12.1 % 20,178 10.1 % 17.25 2026 216 958 9.9 % 22,433 11.2 % 23.42 2027 266 1,887 19.6 % 38,897 19.5 % 20.61 2028 227 1,054 10.9 % 25,602 12.8 % 24.29 2029 153 1,127 11.7 % 22,457 11.2 % 19.93 2030 80 383 4.0 % 9,980 5.0 % 26.06 2031 75 504 5.2 % 10,563 5.3 % 20.96 2032 90 549 5.7 % 12,673 6.3 % 23.08 2033 61 386 4.0 % 9,959 5.0 % 25.80 Thereafter 42 1,100 11.5 % 15,048 7.7 % 13.68 Other (b) 10 34 0.4 % 1,052 0.5 % 30.94 Totals 1,498 9,631 100 % $ 199,653 100 % $20.73 (a) Expiring ABR PSF reflects ABR PSF at the time of lease expiration.
Biggest changeLease Expiration Year No. of Expiring Leases GLA of Expiring Leases Percent of Total GLA of Expiring Leases ABR of Expiring Leases Percent of Total ABR Expiring ABR PSF (a) 2025 137 697 6.6 % $ 12,522 5.6 % $17.97 2026 231 1,000 9.5 % 24,231 10.9 % 24.23 2027 286 1,883 17.9 % 38,609 17.3 % 20.50 2028 238 1,111 10.7 % 26,712 12.0 % 24.04 2029 241 1,487 14.2 % 32,612 14.6 % 21.93 2030 133 937 8.9 % 20,027 9.0 % 21.37 2031 89 581 5.5 % 12,337 5.5 % 21.23 2032 89 543 5.2 % 12,233 5.5 % 22.53 2033 69 435 4.1 % 10,789 4.8 % 24.80 2034 84 768 7.3 % 15,599 7.0 % 20.31 Thereafter 46 1,032 9.9 % 16,493 7.5 % 15.98 Other (b) 11 22 0.2 % 598 0.3 % 27.18 Totals 1,654 10,496 100 % $ 222,762 100 % $21.22 (a) Expiring ABR PSF reflects ABR PSF at the time of lease expiration.
(b) Other lease expirations include the GLA, ABR and ABR PSF of month-to-month leases. Our retail business is neither highly dependent on specific retailers nor subject to lease roll-over concentration. We believe this minimizes our risk of significant revenue variances over time. Certain of our properties are encumbered by mortgages, totaling $168.5 million as of December 31, 2023.
(b) Other lease expirations include the GLA, ABR and ABR PSF of month-to-month leases. Our retail business is neither highly dependent on specific retailers nor subject to lease roll-over concentration. We believe this minimizes our risk of significant revenue variances over time. Certain of our properties are encumbered by mortgages, totaling $93.4 million as of December 31, 2024.
This table does not include expirations of signed but not yet commenced leases, nor does it assume that unexercised contractual lease renewal or extension options contained in our leases will, in fact, be exercised.
This table does not include expirations of signed but not yet commenced leases, nor does it assume available but unexercised contractual lease renewal or extension options contained in our leases.
Parent Name Tenant Name/Count No. of Leases ABR % of Total ABR GLA % of Total Occ.GLA Kroger Kroger 7 / Kroger Gas 1 / Harris Teeter 4 / Ralphs 3 15 $ 9,676 5.2 % 864 8.4 % Publix Super Markets, Inc.
Parent Name Tenant Name/Count No. of Leases ABR % of Total ABR GLA % of Total Occ.GLA Kroger Kroger 7 / Kroger Gas 1 / Harris Teeter 4 / Ralphs 2 14 $ 8,891 4.3 % 821 7.5 % Publix Super Markets, Inc.
Publix 11 / Publix Liquor 3 14 6,204 3.3 % 541 5.2 % TJX Companies Marshalls 7 / HomeGoods 5 / TJ Maxx 2 14 4,872 2.6 % 397 3.8 % Albertson's Safeway 1 / Tom Thumb 2 / Market Street 2 / Albertsons 1 6 4,303 2.3 % 365 3.5 % H.E.B. H.E.B. 4 / H.E.B.
Publix 12 / Publix Liquor 3 15 6,926 3.3 % 581 5.3 % TJX Companies Marshalls 7 / HomeGoods 5 / TJ Maxx 2 14 4,907 2.4 % 399 3.6 % Albertson's Tom Thumb 2 / Market Street 2 / Safeway 1 /Albertsons 1 6 4,359 2.1 % 365 3.3 % H.E.B. H.E.B. 4 / H.E.B.
Wholly-Owned Retail Properties IAGM Retail Properties Pro Rata Combined Retail Portfolio 2023 2022 2023 2022 2023 2022 No. of properties 62 58 — 4 62 62 GLA (square feet) 10,324 9,171 — 1,125 10,324 9,790 Economic occupancy 93.3% 94.2% —% 90.2% 93.3% 93.9% Leased occupancy 96.2% 96.2% —% 93.6% 96.2% 96.1% ABR PSF $19.48 $19.26 $— $16.22 $19.48 $19.08 The following table represents the geographical diversity of our retail portfolio by ABR as of December 31, 2023.
Year ended December 31 2024 2023 No. of properties 68 62 GLA (square feet) 10,972 10,324 Economic occupancy 95.3% 93.3% Leased occupancy 97.4% 96.2% ABR PSF $20.07 $19.48 The following table summarizes the geographical diversity of our retail portfolio by ABR as of December 31, 2024.
Staff Office 1 5 4,220 2.3 % 447 4.3 % Amazon, Inc. Whole Foods Market 5 5 2,701 1.4 % 194 1.9 % BC Partners Petsmart 7 7 2,436 1.3 % 151 1.5 % Best Buy 4 2,270 1.2 % 138 1.3 % Apollo Global Management, Inc.
Staff Office 1 5 4,257 2.0 % 447 4.1 % Amazon, Inc. Whole Foods Market 5 5 2,742 1.3 % 194 1.8 % Apollo Global Management, Inc.
California - Inland Empire, CA 2 5,116 24.21 2.8 % 246 2.4 % Cape Coral-Fort Myers, FL 1 574 9.68 0.3 % 63 0.6 % Total 62 $ 186,402 $19.48 100 % 10,324 100 % 15 The following table presents information regarding the top 10 tenants of our retail portfolio by ABR as of December 31, 2023.
California - Inland Empire, CA 2 5,661 23.36 2.7 % 246 2.2 % Charleston-Berkeley-Dorchester, SC 2 5,225 25.80 2.5 % 214 2.0 % Cape Coral-Fort Myers, FL 2 3,718 15.55 1.8 % 249 2.3 % Phoenix, AZ 2 3,057 25.73 1.5 % 123 1.1 % Total 68 $ 207,945 $20.07 100 % 10,972 100 % The following table presents information regarding the top 10 tenants of our retail portfolio by ABR as of December 31, 2024.
Market No. of Properties ABR ABR PSF ABR as % of Total GLA GLA as % of Total Austin-Round Rock, TX 8 $ 32,625 $16.74 17.5 % 2,056 19.9 % Houston-Sugar Land-Baytown, TX 6 20,908 16.39 11.2 % 1,409 13.6 % Miami-Fort Lauderdale-Miami Beach, FL 3 18,895 23.06 10.1 % 859 8.3 % Dallas-Fort Worth-Arlington, TX 7 18,325 20.02 9.8 % 939 9.1 % Atlanta Metro Area, GA 9 18,023 20.73 9.7 % 995 9.6 % Raleigh-Cary-Durham, NC 5 13,318 20.09 7.2 % 688 6.7 % So.
Market No. of Properties ABR ABR PSF ABR as % of Total GLA GLA as % of Total Austin-Round Rock, TX 8 $ 33,517 $16.97 16.1 % 2,091 19.1 % Houston-Sugar Land-Baytown, TX 6 21,376 16.41 10.2 % 1,378 12.5 % Atlanta Metro Area, GA 10 20,935 20.89 10.0 % 1,069 9.7 % Miami-Fort Lauderdale-Miami Beach, FL 3 20,231 24.04 9.7 % 859 7.8 % Dallas-Fort Worth-Arlington, TX 7 18,678 20.56 9.0 % 941 8.6 % Raleigh-Cary-Durham, NC 5 13,288 20.39 6.4 % 688 6.3 % Orlando-Kissimmee, FL 4 10,337 25.67 5.0 % 411 3.7 % Charlotte-Gastonia-Concord, NC 4 9,972 20.67 4.8 % 515 4.7 % Tampa-St.
Petersburg, FL 3 8,614 13.26 4.6 % 753 7.3 % Washington D.C/Richmond Metro Area 3 8,494 26.78 4.6 % 358 3.5 % San Antonio, TX 2 5,993 25.62 3.2 % 261 2.5 % So. California - San Diego, CA 2 5,752 26.04 3.1 % 225 2.2 % So.
Petersburg, FL 3 9,486 15.34 4.6 % 744 6.8 % So. California - Los Angeles, CA 2 7,489 20.14 3.6 % 392 3.6 % Richmond, VA 2 6,864 17.94 3.3 % 385 3.5 % San Antonio, TX 2 6,573 27.02 3.2 % 261 2.4 % Washington D.C., MD 2 5,826 36.34 2.8 % 181 1.6 % So.
Removed
Item 2. Properties As of December 31, 2023 and 2022, InvenTrust's wholly-owned and managed retail properties include grocery-anchored community and neighborhood centers and power centers, including those classified as necessity-based.
Added
Item 2. Properties The following table summarizes our retail portfolio as of December 31, 2024 and 2023.
Removed
For the year ended December 31, 2022, we have included results from the properties previously owned by our 55% ownership interest in IAGM at share when combined with our wholly-owned properties, defined as "Pro Rata Combined Retail Portfolio." The following table summarizes our retail portfolio, on a wholly-owned, IAGM, and pro-rata combined basis, as of December 31, 2023 and 2022.
Added
California - San Diego, CA 2 5,712 26.31 2.8 % 225 2.1 % So.
Removed
California - Los Angeles, CA 3 11,247 20.94 6.0 % 579 5.6 % Charlotte-Gastonia-Concord, NC 4 9,492 20.00 5.1 % 515 5.0 % Orlando-Kissimmee, FL 4 9,026 24.24 4.8 % 378 3.7 % Tampa-St.
Added
Michael's 8 8 2,660 1.3 % 190 1.7 % Best Buy 4 2,270 1.1 % 138 1.3 % Ross Dress For Less Ross Dress for Less 5 / dd's Discounts 1 6 2,193 1.1 % 171 1.6 % BC Partners PetSmart 6 6 2,117 1.0 % 125 1.1 % 83 $ 41,322 19.9 % 3,431 31.3 % 16 The following table presents the lease expirations of our retail portfolio as of December 31, 2024.
Removed
Michael's 7 7 2,052 1.1 % 161 1.6 % Ulta Beauty Inc. 8 2,028 1.1 % 83 0.8 % 85 $ 40,762 21.8 % 3,341 32.3 % The following table presents the lease expirations of our retail portfolio as of December 31, 2023.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed1 unchanged
Biggest changeWhile the resolution of these matters cannot be predicted with certainty, we believe, based on currently available information, that the final outcome of such matters will not have a material adverse effect on our financial condition, results of operations, or liquidity. Item 4. Mine Safety Disclosures Not applicable. 16 PART II
Biggest changeWhile the resolution of these matters cannot be predicted with certainty, we believe, based on currently available information, that the final outcome of such matters will not have a material adverse effect on our financial condition, results of operations, or liquidity. Item 4. Mine Safety Disclosures Not applicable. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

12 edited+1 added−2 removed2 unchanged
Biggest changeThe remaining 100% is a Three Year Amount under Reg. 1.1061-6(c). 17 Stock Performance Graph The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, or otherwise subject to the liabilities under the Securities Act or Exchange Act, except to the extent that we specifically incorporate it by reference into such filing.
Biggest changeThe tax characterization of our distributions declared for the years ended December 31, 2024 and 2023 was as follows: Year ended December 31 Common Stock: 2024 2023 Ordinary distributions 95.55% 78.50% Other forms of distributions 4.45% —% Capital gain distributions —% 21.50% Total distributions per share of common stock 100.00% 100.00% 18 Stock Performance Graph The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, or otherwise subject to the liabilities under the Securities Act or Exchange Act, except to the extent that we specifically incorporate it by reference into such filing.
Distributions We have been paying cash distributions since October 2005. Our quarterly distributions are paid one quarter in arrears. Any future determination to pay distributions will be at the discretion of our Board and will depend on our financial condition, capital requirements, restrictions contained in current or future financing instruments, and such other factors as our Board deems relevant.
Distributions We have paid cash distributions since October 2005. Our quarterly distributions are paid one quarter in arrears. Any future determination to pay distributions will be at the discretion of our Board and will depend on our financial condition, capital requirements, restrictions contained in current or future financing instruments, and such other factors as our Board deems relevant.
The following graph depicts the total cumulative stockholder return of the Company’s common stock from October 12, 2021, the first day of trading of our common stock on the NYSE, through December 31, 2023, relative to the performance of the FTSE National Association of Real Estate Investment Trusts Equity REITs Index (the "FTSE NAREIT Equity Index"), the FTSE National Association of Real Estate Investment Trusts Equity Shopping Centers Index (the "FTSE NAREIT Shopping Centers Index"), and the Standard and Poor’s 500 Stock Index (S&P 500 Index).
The following graph depicts the total cumulative stockholder return of our common stock from October 12, 2021, the first day of trading of our common stock on the NYSE, through December 31, 2024, relative to the performance of the FTSE National Association of Real Estate Investment Trusts Equity REITs Index (the "FTSE Nareit Equity Index"), the FTSE National Association of Real Estate Investment Trusts Equity Shopping Centers Index (the "FTSE Nareit Shopping Centers Index"), and the Standard and Poor’s 500 Stock Index (S&P 500 Index).
The following table summarizes all share repurchases during the fourth quarter of 2023: 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.
The following table summarizes all share repurchases during the fourth quarter of 2024: 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.
Stock-Based Compensation Plans During the year ended December 31, 2023, 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 ("Incentive Award Plan") and the purchase of shares of common stock at a discount under the Employee Stock Purchase Plan (the "ESPP").
Stock-Based Compensation Plans During the year ended December 31, 2024, 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").
For the distribution of $0.2155 declared on December 28, 2023 and paid on January 15, 2024, $0.1030 of the distribution is reported for the tax year 2023 and included in the tax characterization percentages in the table below.
For the distribution of $0.2155 declared on December 28, 2023 and paid on January 15, 2024, $0.1125 of the distribution is reported for the tax year 2024 and included in the tax characterization percentages in the table below.
Ticker / Index 10/12/2021 12/31/2021 12/31/2022 12/31/2023 IVT $100.00 $116.32 $104.34 $115.87 FTSE NAREIT Equity Index 100.00 112.75 85.28 96.99 FTSE NAREIT Shopping Centers Index 100.00 107.87 94.34 105.70 S&P 500 Index 100.00 109.88 89.98 113.63 Recent Sales of Unregistered Securities None. Item 6. Reserved 18
Ticker / Index 10/12/2021 12/31/2021 12/31/2022 12/31/2023 12/31/2024 IVT $100.00 $116.32 $104.34 $115.87 $142.47 FTSE Nareit Equity Index 100.00 112.75 85.28 96.99 105.46 FTSE Nareit Shopping Centers Index 100.00 107.87 94.34 105.70 123.71 S&P 500 Index 100.00 109.88 89.98 113.63 142.06 Recent Sales of Unregistered Securities None. Item 6. Reserved 19
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock trades on the NYSE under the ticker symbol "IVT". As of February 1, 2024, there were 21,964 holders of record of shares of our outstanding common stock.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock trades on the NYSE under the ticker symbol "IVT". As of February 6, 2025, there were 20,175 holders of record of shares of our outstanding common stock.
We currently have capacity and intend to continue to pay a quarterly distribution, subject to Board approval. During the year ended December 31, 2023 and 2022, we declared and paid cash distributions of $57.5 million and $55.3 million respectively.
We currently have capacity and intend to continue to pay a quarterly distribution, subject to Board approval. During the year ended December 31, 2024, we declared and paid cash distributions of $65.7 million and $62.8 million, respectively. During the year ended December 31, 2023, we declared and paid cash distributions of $58.2 million and $57.5 million, respectively.
Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs October 1 - October 31, 2023 — $ — — $ 150,000 November 1 - November 30, 2023 — $ — — $ 150,000 December 1 - December 31, 2023 39,901 $ 25.73 — $ 150,000 (a) Consists of shares of common stock surrendered to the Company to satisfy tax withholding obligations.
Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs October 1 - October 31, 2024 — $— — $150,000 November 1 - November 30, 2024 — $— — $150,000 December 1 - December 31, 2024 46,630 $29.71 — $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.
Our charter provides that no person may beneficially or constructively own more than 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding shares of any class or series of our capital stock.
Our charter provides that no person may beneficially or constructively own more than 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding shares of any class or series of our capital stock. 17 Issuer Purchases of Equity Securities 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.
Issuer Purchases of Equity Securities 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.
The SRP may be suspended or discontinued at any time, and does not obligate us to repurchase any dollar amount or particular amount of shares. As of December 31, 2024, no common stock has been repurchased under the SRP.
Removed
As of December 31, 2023, no common stock has been repurchased under the SRP.
Added
The December 2024 distribution declared, with a record date of December 30, 2024 and payment date of January 15, 2025, will be reported in 2025, and is not reflected in the 2024 tax allocation.
Removed
The tax characterization of our distributions declared for the years ended December 31, 2023 and 2022 was as follows: Common Stock: 2023 2022 Ordinary distribution 78.50% 93.20% Other forms of distributions —% 6.80% Capital gain distributions (a) 21.50% —% Total distributions per share of common stock 100.00% 100.00% (a) Of the Total Capital Gain Distribution, 0% is excluded under Reg. 1.1061-4(b)(7).

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

65 edited+22 added−22 removed28 unchanged
Biggest changeThe following table presents the reconciliation of net income, the most directly comparable GAAP measure, to NOI and Same Property NOI for the years ended December 31, 2023 and 2022: Year ended December 31 2023 2022 Change, net Net income $ 5,269 $ 52,233 $ (46,964) Adjustments to reconcile to non-GAAP metrics: Other income and expense, net (5,480) (2,030) (3,450) Equity in losses (earnings) of unconsolidated entities 557 (3,663) 4,220 Interest expense, net 38,138 26,777 11,361 Loss on extinguishment of debt 15 181 (166) Gain on sale of investment properties (2,691) (38,249) 35,558 Depreciation and amortization 113,430 94,952 18,478 General and administrative 31,797 33,342 (1,545) Other fee income (80) (2,566) 2,486 Adjustments to NOI (a) (7,528) (9,743) 2,215 NOI 173,427 151,234 22,193 NOI from other investment properties (31,303) (15,691) (15,612) Same Property NOI $ 142,124 $ 135,543 $ 6,581 (a) Adjustments to NOI include termination fee income and expense and GAAP Rent Adjustments. 25 Comparison of the components of Same Property NOI for the years ended December 31, 2023 and 2022 Year ended December 31 Change 2023 2022 Variance Lease income, net $ 203,231 $ 198,963 $ 4,268 2.1% Other property income 1,212 1,127 85 7.5% 204,443 200,090 4,353 2.2% Property operating expenses 33,841 35,695 (1,854) (5.2)% Real estate taxes 28,478 28,852 (374) (1.3)% 62,319 64,547 (2,228) (3.5)% Same Property NOI $ 142,124 $ 135,543 $ 6,581 4.9% Same Property NOI increased by $6.6 million, or 4.9%, when comparing the year ended December 31, 2023 to the same period in 2022, and was primarily a result of: • $5.3 million of increased minimum rent attributable to increased ABR PSF and favorable lease spreads, • $1.7 million of increased recoveries in excess of recoverable operating expenses, primarily attributable to leases with fixed recovery terms, and • $1.0 million of decreased non-recoverable pre-leasing costs, partially offset by: • $1.4 million of net changes in credit losses and related reversals primarily attributable to lump sum rent collections from our cash basis tenants in 2022 pertaining to prior period rent charges.
Biggest changeReconciliation of Net Income to Non-GAAP Measures The following table presents the reconciliation of net income, the most directly comparable GAAP measure, to NOI and Same Property NOI: Year ended December 31 2024 2023 Change, net Net income $ 13,658 $ 5,269 $ 8,389 Adjustments to reconcile to non-GAAP metrics: Other income and expense, net (3,755) (5,480) 1,725 Equity in losses of unconsolidated entities — 557 (557) Interest expense, net 37,100 38,138 (1,038) Loss on extinguishment of debt — 15 (15) Gain on sale of investment properties, net (3,857) (2,691) (1,166) Impairment of real estate assets 3,854 — 3,854 Depreciation and amortization 113,948 113,430 518 General and administrative 33,172 31,797 1,375 Other fee income — (80) 80 Adjustments to NOI (a) (7,548) (7,528) (20) NOI 186,572 173,427 13,145 NOI from other investment properties (24,017) (18,579) (5,438) Same Property NOI $ 162,555 $ 154,848 $ 7,707 (a) Adjustments to NOI include lease termination income and expense and GAAP Rent Adjustments. 25 Comparison of the components of Same Property NOI for the years ended December 31, 2024 and 2023 Year ended December 31 2024 2023 Change Variance Minimum base rent $ 152,502 $ 148,304 $ 4,198 2.8 % Real estate tax recoveries 29,463 28,184 1,279 4.5 % Common area maintenance, insurance, and other recoveries 28,788 27,799 989 3.6 % Ground rent income 14,674 14,760 (86) (0.6) % Short-term and other lease income 4,496 4,323 173 4.0 % Provision for uncollectible billed rent and recoveries (266) (1,046) 780 (74.6) % Other property income 1,305 1,241 64 5.2 % 230,962 223,565 7,397 3.3 % Property operating 36,426 37,736 (1,310) (3.5) % Real estate taxes 31,981 30,981 1,000 3.2 % 68,407 68,717 (310) (0.5) % Same Property NOI $ 162,555 $ 154,848 $ 7,707 5.0 % Same Property NOI increased by $7.7 million, or 5.0%, when comparing the year ended December 31, 2024 to the same period in 2023, and was primarily a result of increased occupancy, ABR PSF, favorable lease spreads, and leases with advantageous fixed recovery terms.
Our strategically located regional field offices are within a two-hour drive of over 95% of our properties which affords us the ability to respond to the needs of our tenants and provides us with in-depth local market knowledge. We believe that our Sun Belt portfolio of high quality grocery-anchored assets is a distinct differentiator for us in the marketplace.
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.
A portion of our leases also include clauses enabling us to receive percentage rents based on a tenant's gross sales above specified levels or rental escalation clauses which are typically based on increases in the Consumer Price Index or similar inflation indices.
A portion of our leases also include clauses enabling us to receive percentage rents based on a tenant's gross sales above specified levels or rental escalation clauses which are typically based on increases in the Consumer Price Index or similar inflation indices. 34
Our adjustments to NAREIT FFO to arrive at Core FFO include removing the impact of (i) amortization of debt discounts and financing costs, (ii) amortization of market-lease intangibles and inducements, net, (iii) depreciation and amortization of corporate assets, (iv) straight-line rent adjustments, (v) gains (or losses) resulting from debt extinguishments (vi) other non-operating revenue and expense items which, in our judgement, are not pertinent to measuring on-going operating performance, (vii) adjustments for IAGM to reflect our share of the ventures' Core FFO on the same basis.
Our adjustments to Nareit FFO to arrive at Core FFO include removing the impact of (i) amortization of debt discounts and financing costs, (ii) amortization of market-lease intangibles and inducements, net, (iii) depreciation and amortization of corporate assets, (iv) straight-line rent adjustments, (v) gains (or losses) resulting from debt extinguishments (vi) other non-operating revenue and expense items which, in our judgment, are not pertinent to measuring on-going operating performance, and (vii) adjustments for IAGM to reflect our share of the ventures' Core FFO on the same basis.
Discussion of 2021 items and year-to-year comparisons between 2022 and 2021 that are not included in this Annual Report can be found in " Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations " of our Annual Report on Form 10-K for the year ended December 31, 2022.
Discussion of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Annual Report can be found in " Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations " of our Annual Report on Form 10-K for the year ended December 31, 2023.
Executive Summary InvenTrust Properties Corp. is a premier Sun Belt, multi-tenant essential retail REIT that owns, leases, redevelops, acquires, and manages grocery-anchored neighborhood and community centers, as well as high-quality power centers that often have a grocery component.
Executive Summary Strategy and Outlook InvenTrust Properties Corp. is a premier Sun Belt, multi-tenant essential retail REIT that owns, leases, redevelops, acquires, and manages grocery-anchored neighborhood and community centers, as well as high-quality power centers that often have a grocery component.
Significant estimates, judgments, and assumptions are required in a number of areas, including, but not limited to, evaluating the collectability of accounts receivable, allocating the purchase price of acquired retail properties, and evaluating the impairment of long-lived assets.
Significant estimates, judgments, and assumptions are required in a number of areas, including, but not limited to, evaluating the collectibility of accounts receivable, allocating the purchase price of acquired retail properties, and evaluating the impairment of long-lived assets.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis relates to the operations of the Company for the years ended December 31, 2023 and 2022 and its financial position as of December 31, 2023 and 2022.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis relates to the operations of the Company for the years ended December 31, 2024 and 2023 and its financial position as of December 31, 2024 and 2023.
Principal Balance Fixed Interest Rate Maturity Date $150.0 million Series A $ 150,000 5.07% August 11, 2029 $100.0 million Series B 100,000 5.20% August 11, 2032 $ 250,000 32 Contractual Obligations We have obligations related to our mortgage loans, senior notes, term loans, and revolving credit facility as described in "Note 8. Debt" in the consolidated financial statements.
Maturity Date Fixed Interest Rate Principal Balance $150.0 million Series A 8/11/29 5.07% $ 150,000 $100.0 million Series B 8/11/32 5.20% 100,000 $ 250,000 32 Contractual Obligations We have obligations related to our mortgage loans, senior notes, term loans, and revolving credit facility as described in "Note 8. Debt" in the consolidated financial statements.
As we execute on our retail strategy, the Board evaluated and expects to continue to evaluate our distribution rate on a periodic basis. See " Part I. Item 1. Business - Current Strategy and Outlook " for more information regarding our retail strategy. The following table presents a historical summary of distributions declared, paid and reinvested.
As we execute on our retail strategy, the Board evaluated and expects to continue evaluating our distribution rate on a periodic basis. See " Part I. Item 1. Business - Business Strategy " for more information regarding our retail strategy. The following table presents a historical summary of distributions declared, paid and reinvested.
Cash used in financing activities of $87.9 million for the year ended December 31, 2023, was primarily the result of: • $33.8 million for pay-offs of debt, principal payments of mortgage debt, payment of loan fees and other deposits, and other financing activities, • $57.5 million to pay distributions, and • $1.6 million for the payment of tax withholdings for share-based compensation, which were partially offset by: • $5.0 million from net proceeds from the sale of common stock under the ESPP and ATM.
Cash used in financing activities of $87.9 million for the year ended December 31, 2023, was primarily the result of: • $57.5 million to pay distributions, • $33.8 million for pay-off of debt, debt prepayment penalties, principal payments of mortgage debt, payment of loan fees, and other financing activities, and • $1.6 million for the payment of tax withholdings for share-based compensation, which was partially offset by: • $5.0 million from net proceeds from the sale of common stock under the ESPP and ATM.
The following table summarizes the Same Properties of our retail portfolio for the years ended December 31, 2023 and 2022.
The following table summarizes the Same Properties of our retail portfolio for the years ended December 31, 2024 and 2023.
The following table presents the changes in our other income and expenses for the years ended December 31, 2023 and 2022.
The following table presents the changes in our other income and expenses for the years ended December 31, 2024 and 2023.
We believe these conditions create favorable demand characteristics for grocery-anchored and necessity-based essential retail centers, which will position us to capitalize on potential future rent increases while benefiting from sustained occupancy at our centers.
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.
The following table presents the changes in our income for the years ended December 31, 2023 and 2022.
The following table presents the changes in our income for the years ended December 31, 2024 and 2023.
Senior Notes, Maturities The following table summarizes the outstanding borrowings under our Senior Notes as of December 31, 2023.
Senior Notes, Maturities The following table summarizes the outstanding borrowings under our Senior Notes as of December 31, 2024.
In that regard, we use Core FFO as an input to our compensation plan to determine cash bonuses and measure the achievement of certain performance-based equity awards.
In that regard, we have historically used Core FFO as an input to our compensation plan to determine cash bonuses and measure the achievement of certain performance-based equity awards.
The following table presents our obligations to make future payments under debt and lease agreements as of December 31, 2023, exclusive of debt discounts and issuance costs which are not future cash obligations.
The following table presents our obligations to make future payments under debt and lease agreements as of December 31, 2024, exclusive of debt discounts and financing costs which are not future cash obligations.
(b) Non-comparable leases are not included in totals. 22 Results of Operations Comparison of results for the years ended December 31, 2023 and 2022 We generate substantially all of our earnings from property operations. Since January 1, 2022, we have acquired eleven retail properties and disposed of four retail properties.
(b) Non-comparable leases are not included in totals. 22 Results of Operations Comparison of results for the years ended December 31, 2024 and 2023 We generate substantially all of our earnings from property operations. Since January 1, 2023, we have acquired twelve retail properties and disposed of two retail properties.
Gain on sale of investment properties During the year ended December 31, 2023, we recognized a gain of $1.0 million on the completion of a partial condemnation at one retail property and a gain of $1.7 million on the sale of one retail property.
During the year ended December 31, 2023, the Company recognized a gain of $1.0 million on the completion of a partial condemnation at one retail property and a gain of $1.7 million on the sale of one retail property.
We periodically assess the credit risk associated with these financial institutions. We believe insignificant credit risk exists related to amounts on deposit in excess of FDIC insurance coverage. Acquisitions and Dispositions of Real Estate Investments In 2023, we acquired five retail properties for an aggregate gross acquisition price of $244.0 million.
We periodically assess the credit risk associated with these financial institutions. We believe insignificant credit risk exists related to amounts on deposit in excess of FDIC insurance coverage. Acquisitions and Dispositions of Real Estate Investments In 2024, we acquired seven retail properties for an aggregate gross acquisition price of $282.1 million.
We pursue our business strategy by acquiring retail properties in Sun Belt markets, opportunistically disposing of retail properties, maintaining a flexible capital structure, and enhancing our environmental, social and governance practices and standards. Current Strategy and Outlook InvenTrust focuses on Sun Belt markets with favorable demographics, including above average growth in population, employment, income and education levels.
We 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.
Real estate taxes increased $1.9 million as a result of: • $4.0 million of increases from properties acquired, partially offset by: • $0.4 million of decreases from our Same Properties, and • $1.7 million of decreases from properties disposed. 23 General and administrative expenses decreased $1.5 million as a result of: • $2.1 million of decreased non-compensation costs, and • $1.7 million of decreased other compensation costs, partially offset by: • $2.3 million of increased stock-based compensation costs.
Real estate taxes increased $1.6 million as a result of: • $0.9 million of increases from properties acquired, and • $1.0 million of increases from our Same Properties, and partially offset by: • $0.3 million of decreases from properties disposed. 23 General and administrative expenses increased $1.4 million as a result of $0.8 million of increased stock-based compensation expense and $0.6 million of increased other compensation costs.
Other income and expense, net Other income and expense, net increased $3.5 million primarily as a result of increased interest income earned on cash and cash equivalents and non-recurring income from non-operating activities. 24 Net Operating Income We evaluate the performance of our retail properties based on NOI, which excludes general and administrative expenses, depreciation and amortization, other income and expense, net, gains (losses) from sales of properties, gains (losses) on extinguishment of debt, interest expense, net, equity in earnings (losses) from unconsolidated entities, lease termination income and expense, and GAAP rent adjustments such as amortization of market lease intangibles, amortization of lease incentives, and straight-line rent adjustments ("GAAP Rent Adjustments").
Other income and expense, net Other income and expense, net, decreased $1.7 million primarily as a result of decreased non-recurring income from non-operating activities. 24 Net Operating Income We evaluate the performance of our retail properties based on NOI, which excludes general and administrative expenses, depreciation and amortization, other income and expense, net, impairment of real estate assets, gains (losses) from sales of properties, gains (losses) on extinguishment of debt, interest expense, net, equity in earnings (losses) from unconsolidated entities, lease termination income and expense, and GAAP rent adjustments such as amortization of market lease intangibles, amortization of lease incentives, and straight-line rent adjustments ("GAAP Rent Adjustments").
We believe the supplemental non-GAAP financial measures of NOI, same property NOI, and NOI from other investment properties provide added comparability across periods when evaluating our financial condition and operating performance that is not readily apparent from "Operating income" or "Net income" in accordance with GAAP.
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.
Year ended December 31, 2023 2022 2021 2020 2019 Distributions declared $ 58,248 $ 55,337 $ 55,721 $ 54,604 $ 53,473 Distributions paid $ 57,491 $ 55,302 $ 55,561 $ 54,214 $ 53,250 Distributions reinvested $ — $ — $ — $ 185 $ 50 Borrowings Mortgages Payable, Maturities The following table summarizes the scheduled maturities of our mortgages payable as of December 31, 2023.
Year ended December 31 2024 2023 2022 2021 2020 Distributions declared $ 65,697 $ 58,248 $ 55,337 $ 55,721 $ 54,604 Distributions paid $ 62,779 $ 57,491 $ 55,302 $ 55,561 $ 54,214 Distributions reinvested $ — $ — $ — $ — $ 185 Borrowings Mortgages Payable, Maturities The following table summarizes the scheduled maturities of our mortgages payable as of December 31, 2024.
The difference between the contractual rental rates and our estimate of market rental rates is measured over a period equal to the remaining term of the leases (using a discount rate which reflects the risks associated with the leases acquired, including geographical location, size of leased area, tenant profile and credit risk); • Estimate the fair value of the tenant improvements, legal costs and leasing commissions incurred to obtain the leases and calculate the associated useful life for each; • Estimate the fair value of assumed debt, if any; and • Estimate the intangible value of the in-place leases based on lease execution costs of similar leases as well as lost rent payments during an assumed lease-up period and their associated useful lives on a tenant-by-tenant basis. 28 Impairment of Long Lived Assets We assess the carrying values of our long-lived tangible and intangible assets whenever events or changes in circumstances indicate that they may not be fully recoverable.
The difference between the contractual rental rates and our estimate of market rental rates is measured over a period equal to the remaining term of the leases (using a discount rate which reflects the risks associated with the leases acquired, including geographical location, size of leased area, tenant profile and credit risk); • Estimate the fair value of the tenant improvements, legal costs and leasing commissions incurred to obtain the leases and calculate the associated useful life for each; • Estimate the fair value of assumed debt, if any; and • Estimate the intangible value of the in-place leases based on lease execution costs of similar leases as well as lost rent payments during an assumed lease-up period and their associated useful lives on a tenant-by-tenant basis.
Our primary sources and uses of capital are as follows: Sources Uses • Operating cash flows from our real estate investments; • Proceeds from sales of properties; • Proceeds from mortgage loan borrowings on properties; • Proceeds from corporate borrowings and debt financings; • Proceeds from any ATM Program activities; and • Proceeds from our Series A and Series B Notes offering. • To invest in properties or fund acquisitions; • To fund development, re-development, maintenance and capital expenditures or leasing incentives; • To make distributions to our stockholders; • To service or pay down our debt; • To pay our operating expenses; • To repurchase shares of our common stock; and • To fund other general corporate uses.
Our primary sources and uses of capital are as follows: Sources Uses • Operating cash flows from our real estate investments; • Proceeds from sales of properties; • Proceeds from mortgage loan borrowings on properties; • Proceeds from corporate borrowings and debt financings; • Proceeds from any ATM Program activities or other equity offerings; and • Proceeds from our Series A and Series B Notes offering or other debt offerings. • To invest in properties or fund acquisitions; • To fund development, re-development, maintenance and capital expenditures or leasing incentives; • To make distributions to our stockholders; • To service or pay down our debt; • To pay our operating expenses; • To repurchase shares of our common stock; and • To fund other general corporate uses. 29 On September 25, 2024, we completed an underwritten public offering of our common stock at a price to the public of $28.00 per share.
Scheduled maturities by year: As of December 31, 2023 2024 $ 88,168 2025 22,880 2026 — 2027 26,000 2028 — Thereafter 31,500 Total mortgages payable $ 168,548 Credit Agreements, Maturities The following table summarizes the outstanding borrowings under our unsecured term loans as of December 31, 2023.
Scheduled maturities by year: Principal Balance 2025 $ 35,880 2026 — 2027 26,000 2028 — 2029 31,500 Thereafter — Total mortgages payable $ 93,380 Credit Agreements, Maturities The following table summarizes the outstanding borrowings under our unsecured term loans as of December 31, 2024.
We rely on the performance of our assets to increase revenues in order to keep pace with inflation. We may not be able to offset high rates of inflation through rent increases due to the long-term nature of some of our leases. A number of our leases contain provisions designed to partially mitigate adverse impacts of inflation.
We may not be able to offset high rates of inflation through rent increases due to the long-term nature of some of our leases. A number of our leases contain provisions designed to partially mitigate adverse impacts of inflation.
We believe our listing on the NYSE will facilitate supplementing these sources by selling equity securities of the Company if and when we believe appropriate to do so. Also, from time to time, we may seek to acquire additional amounts of our outstanding common stock through cash purchases or exchanges for other securities.
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.
In 2022, we acquired six retail properties and an outparcel adjacent to an existing retail property for an aggregate gross acquisition price of $319.1 million. In 2023, we disposed of one retail property and completed a partial condemnation at one retail property for an aggregate gross disposition price of $13.1 million.
In 2023, we acquired five retail properties for an aggregate gross acquisition price of $244.0 million. In 2024, we disposed of one retail property and an outparcel adjacent to an existing retail property and completed a partial condemnation at one retail property for an aggregate gross disposition price of $68.6 million.
Changes in our disposition strategy or changes in the marketplace may alter the expected hold period of a property which may result in an impairment loss and such loss could be material to the Company's financial condition or operating performance.
Changes in our disposition strategy or changes in the marketplace may alter the expected hold period of a property which may result in an impairment loss and such loss could be material to the Company's financial condition or operating performance. Inflation With respect to current economic conditions and governmental fiscal policy, inflation has become a greater risk.
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 bifurcate NOI into Same Property NOI and NOI from other investment properties based on whether the retail properties meet our Same Property criteria. NOI from other investment properties includes adjustments for the Company's captive insurance company. A total of 56 retail properties met our Same Property criteria for the years ended December 31, 2024 and 2023.
Property operating expenses increased $2.6 million as a result of: • $5.4 million of increases from properties acquired, partially offset by: • $1.2 million of decreased pre-leasing costs from our Same Properties, and • $1.6 million of decreases from properties disposed.
Property operating expenses increased $0.6 million as a result of: • $1.2 million of increases from properties acquired, partially offset by: • $0.3 million of net decreased costs from our Same Properties primarily driven by decreased repairs and maintenance costs and increased insurance costs, and • $0.3 million of decreases from properties disposed.
(d) For purposes of calculating non-GAAP per share metrics, the same denominator is used as that which would be used in calculating diluted earnings per share in accordance with GAAP. 27 Critical Accounting Estimates General The accompanying consolidated financial statements have been prepared in accordance with GAAP, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.
Critical Accounting Estimates General The accompanying consolidated financial statements have been prepared in accordance with GAAP, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.
With the assistance of a third-party valuation specialist, we perform the following procedures for assets acquired: • Estimate the value of the property "as if vacant" as of the acquisition date; • Allocate the value of the property among land, building, and other building improvements and determine the associated useful life for each; • Calculate the value and associated life of above- and below-market leases on a tenant-by-tenant basis.
Tenant improvements are depreciated and origination costs are amortized over the remaining term of the lease or charged against earnings if the lease is terminated prior to its contractual expiration date. 33 With the assistance of a third-party valuation specialist, we perform the following procedures for assets acquired: • Estimate the value of the property "as if vacant" as of the acquisition date; • Allocate the value of the property among land, building, and other building improvements and determine the associated useful life for each; • Calculate the value and associated life of above- and below-market leases on a tenant-by-tenant basis.
ATM Program During the quarter ended December 31, 2023, the Company raised $5.4 million of net proceeds, after $0.1 million in commissions, under its at-the-market equity offering program (the "ATM Program"), through the issuance of 208,040 shares of common stock at a weighted average price of $26.13 per share.
ATM Program During the quarter ended December 31, 2024, we raised $7.8 million of net proceeds, after $0.1 million in commissions, under our at-the-market equity offering program (the "ATM Program"), through the issuance of 254,082 shares of common stock at a weighted average price of $30.96 per share.
Cash used in investing activities of $144.5 million for the year ended December 31, 2022, was primarily the result of: • $235.0 million for acquisitions of investment properties, • $33.2 million for capital investments and leasing costs, and • $1.2 million for other investing cash outflows, which were partially offset by: • $77.5 million from the sale of investment properties, and • $47.4 million from distributions from unconsolidated entities.
Cash used in investing activities of $240.5 million for the year ended December 31, 2024, was primarily the result of: • $268.1 million for acquisitions of investment properties, • $36.1 million for capital investments and leasing costs, and • $1.4 million from other investing activities, which was partially offset by: • $65.1 million from the sale of investment properties.
Year ended December 31 2023 2022 No. of properties 51 51 GLA (square feet) 8,029 8,029 Economic occupancy 93.4% 94.1% Leased occupancy 96.3% 96.3% ABR PSF $20.15 $19.54 Leasing Activity The following tables summarize the activity for leases that were executed during the year ended December 31, 2023, compared with expiring or expired leases for the same or previous tenant for renewals, and the same unit for new leases at the 62 properties in our retail portfolio.
Year ended December 31 2024 2023 No. of properties 56 56 GLA (square feet) 8,916 8,890 Economic occupancy 95.3% 93.8% Leased occupancy 97.6% 96.4% ABR PSF $20.34 $19.82 Leasing Activity The following tables summarize the activity for leases executed during the year ended December 31, 2024, compared with expiring or expired leases for the same or previous tenant for renewals, and the same unit for new leases.
(b) Adjusting items, net, are primarily loss on extinguishment of debt, depreciation and amortization of corporate assets, and non-operating income and expenses, net, which includes items which are not pertinent to measuring on-going operating performance, such as basis difference recognition arising from acquiring the four remaining properties of IAGM, and miscellaneous and settlement income.
(b) Reflects items which are not pertinent to measuring on-going operating performance, such as miscellaneous and settlement income, and basis difference recognition arising from acquiring the four remaining properties of IAGM in 2023.
Cash provided by operating activities increased $3.8 million when comparing 2023 to 2022, primarily as a result of acquisition activity in excess of disposition activity and general fluctuations in working capital.
Cash provided by operating activities increased $7.3 million when comparing 2024 to 2023, primarily as a result of acquisition activity in excess of disposition activity and general fluctuations in working capital. Since January 1, 2023, we have acquired twelve retail properties and disposed of two retail properties.
Principal Balance Interest Rate Maturity Date $200.0 million 5 year - swapped to fixed rate $ 100,000 2.81% (a) September 22, 2026 $200.0 million 5 year - swapped to fixed rate 100,000 2.81% (a) September 22, 2026 $200.0 million 5.5 year - swapped to fixed rate 50,000 2.77% (a) March 22, 2027 $200.0 million 5.5 year - swapped to fixed rate 50,000 2.76% (a) March 22, 2027 $200.0 million 5.5 year - swapped to fixed rate 100,000 4.99% (a) March 22, 2027 Total unsecured term loans $ 400,000 (a) Interest rates reflect the fixed rates achieved through the Company's interest rate swaps.
Maturity Date Interest Rate Principal Balance $200.0 million 5 year 9/22/26 2.81% (a) $ 100,000 $200.0 million 5 year 9/22/26 2.81% (a) 100,000 $200.0 million 5.5 year 3/22/27 2.78% (a) 50,000 $200.0 million 5.5 year 3/22/27 2.84% (a) 50,000 $200.0 million 5.5 year 3/22/27 4.99% (a) 100,000 Total $ 400,000 (a) Interest rates reflect the fixed rates achieved through the Company's interest rate swaps.
Such purchases or exchanges, if any, will depend on our liquidity requirements, contractual restrictions, and other factors. In the first quarter of 2022, we entered into an ATM Program pursuant to which we may sell shares of our common stock up to an aggregate purchase price of $250.0 million.
In the first quarter of 2022, we entered into an ATM Program pursuant to which we may sell shares of our common stock up to an aggregate purchase price of $250.0 million.
In the fourth quarter of 2023, we raised $5.4 million of net proceeds under the ATM Program, after $0.1 million in commissions, through the issuance of 208,040 shares of common stock at a weighted average price of $26.13 per share. As of December 31, 2023, $244.6 million of common stock remains available for issuance under the ATM Program.
During the quarter ended December 31, 2024, we raised $7.8 million of net proceeds, after $0.1 million in commissions, under the ATM Program, through the issuance of 254,082 shares of common stock at a weighted average price of $30.96 per share. As of December 31, 2024, $236.7 million of common stock remains available for issuance under the ATM Program.
No. of Leases Executed GLA SF (in thousands) New Contractual Rent ($PSF)(b) Prior Contractual Rent ($PSF)(b) % Change over Prior Lease Rent (b) Weighted Average Lease Term (Years) Tenant Improvement Allowance ($PSF) Lease Commissions ($PSF) All tenants Comparable Renewal Leases (a) 190 827 $22.94 $21.39 7.2% 5.2 $0.49 $0.03 Comparable New Leases (a) 32 147 $24.80 $19.80 25.3% 10.3 $27.82 $11.92 Non-Comparable Renewal and New Leases 77 444 $21.64 N/A N/A 6.7 $14.03 $6.83 Total 299 1,418 $23.23 $21.15 9.8% 6.2 $7.56 $3.39 Anchor tenants (leases ten thousand square feet and over) Comparable Renewal Leases (a) 13 409 $12.47 $11.62 7.3% 5.0 $— $— Comparable New Leases (a) 3 85 $17.50 $12.94 35.2% 10.6 $27.00 $9.97 Non-Comparable Renewal and New Leases 8 248 $13.25 N/A N/A 5.0 $1.21 $2.15 Total 24 742 $13.34 $11.85 12.6% 5.6 $3.49 $1.86 Small shop tenants (leases under ten thousand square feet) Comparable Renewal Leases (a) 177 418 $33.21 $30.97 7.2% 5.3 $0.98 $0.06 Comparable New Leases (a) 29 62 $34.86 $29.10 19.8% 9.9 $28.95 $14.61 Non-Comparable Renewal and New Leases 69 196 $32.31 N/A N/A 9.0 $30.34 $12.78 Total 275 676 $33.43 $30.73 8.8% 6.8 $12.04 $5.08 (a) Comparable leases are leases that meet all of the following criteria: terms greater than or equal to one year, unit was vacant less than one year prior to executed lease, square footage of unit remains unchanged or within 10% of prior unit square footage, and has a rent structure consistent with the previous tenant.
No. of Leases Executed GLA SF (in thousands) New Contractual Rent ($PSF)(b) Prior Contractual Rent ($PSF)(b) % Change over Prior Lease Rent (b) Weighted Average Lease Term (Years) Tenant Improvement Allowance ($PSF) Lease Commissions ($PSF) All tenants Comparable Renewal Leases (a) 145 985 $21.31 $19.27 10.6% 5.4 $0.04 $— Comparable New Leases (a) 26 102 $28.95 $24.83 16.6% 10.3 $30.49 $13.03 Non-Comparable Renewal and New Leases 39 236 $20.07 N/A N/A 7.9 $16.59 $9.10 Total 210 1,323 $22.03 $19.79 11.3% 6.2 $5.34 $2.63 Anchor tenants (leases ten thousand square feet and over) Comparable Renewal Leases (a) 24 702 $14.48 $13.16 10.0% 5.4 $— $— Comparable New Leases (a) 2 42 $14.67 $12.54 17.0% 10.9 $30.00 $8.66 Non-Comparable Renewal and New Leases 5 141 $10.92 N/A N/A 7.6 $10.89 $5.86 Total 31 885 $14.49 $13.13 10.4% 6.0 $3.17 $1.35 Small shop tenants (leases under ten thousand square feet) Comparable Renewal Leases (a) 121 283 $38.23 $34.39 11.2% 5.4 $0.14 $— Comparable New Leases (a) 24 60 $39.05 $33.56 16.4% 9.9 $30.83 $16.12 Non-Comparable Renewal and New Leases 34 95 $33.73 N/A N/A 8.5 $25.10 $13.95 Total 179 438 $38.37 $34.25 12.0% 6.7 $9.72 $5.21 (a) Comparable leases are leases that meet all of the following criteria: terms greater than or equal to one year, unit was vacant less than one year prior to executed lease, square footage of unit remains unchanged or within 10% of prior unit square footage, and has a rent structure consistent with the previous tenant.
In 2022, we disposed of three retail properties for an aggregate gross disposition price of $110.5 million. 31 Distributions During the year ended December 31, 2023, we declared cash distributions to our stockholders totaling $58.2 million and paid cash distributions of $57.5 million.
In 2023, we disposed of one retail property for an aggregate gross disposition price of $13.1 million. 31 Distributions During the year ended December 31, 2024, we declared cash distributions to our stockholders totaling $65.7 million and paid cash distributions of $62.8 million.
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.
(b) As of December 31, 2024 and 2023, total accrued capital investments and leasing costs were $3,620 and $2,562, respectively. Short-Term Liquidity and Capital Resources On a short-term basis, our principal uses for funds are to pay our operating and corporate expenses, interest and principal on our indebtedness, property capital expenditures, and to make distributions to our stockholders.
Year ended December 31 2023 2022 Increase (Decrease) Income Lease income, net $ 257,146 $ 232,980 $ 24,166 Other property income 1,450 1,161 289 Other fee income 80 2,566 (2,486) Total income $ 258,676 $ 236,707 $ 21,969 Lease income, net increased $24.2 million as a result of increases from properties acquired of $31.5 million, decreases from properties disposed of $9.1 million, and the following activity related to our Same Properties: • $5.3 million of increased minimum rent attributable to increased ABR PSF and favorable lease spreads, and • $0.3 million of increased common area maintenance and real estate tax recoveries, partially offset by: • $2.4 million of decreased amortization of market lease intangibles and straight-line rent adjustments, and • $1.4 million of net changes in credit losses and related reversals primarily attributable to lump sum rent collections from our cash basis tenants in 2022 pertaining to prior period rent charges.
Year ended December 31 2024 2023 Increase (Decrease) Income Lease income, net $ 272,440 $ 257,146 $ 15,294 Other property income 1,534 1,450 84 Other fee income — 80 (80) Total income $ 273,974 $ 258,676 $ 15,298 Lease income, net, for the year ended December 31, 2024 increased $15.3 million when compared to the same period in 2023, as a result of increases from properties acquired of $10.6 million, decreases from properties disposed of $2.1 million, and the following activity related to our Same Properties: • $4.1 million of increased minimum base rent attributable to increased occupancy and ABR PSF, • $2.3 million of increased common area maintenance and real estate tax recoveries, • $0.8 million of net changes in credit losses and related reversals, • $0.2 million of net increases in all other income, and • $0.4 million increase in lease termination income, partially offset by: • $1.0 million of net decreased amortization of market lease intangibles.
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. 29 Any future determination to pay distributions will be at the discretion of our Board and will depend on our financial condition, capital requirements, restrictions contained in current or future financing instruments, and such other factors as our Board deems relevant.
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.
Investment in Unconsolidated Entities." Summary of Cash Flows Year ended December 31, Change 2023 2022 Cash provided by operating activities $ 129,621 $ 125,795 $ 3,826 Cash used in investing activities (79,718) (144,461) 64,743 Cash (used in) provided by financing activities (87,902) 111,574 (199,476) Decrease in cash, cash equivalents and restricted cash (37,999) 92,908 (130,907) Cash, cash equivalents and restricted cash at beginning of year 137,762 44,854 92,908 Cash, cash equivalents and restricted cash at end of year $ 99,763 $ 137,762 $ (37,999) Cash provided by operating activities of $129.6 million and $125.8 million for the years ended December 31, 2023 and 2022, respectively, was generated primarily from income from property operations.
Summary of Cash Flows Year ended December 31 Change 2024 2023 Cash provided by operating activities $ 136,876 $ 129,621 $ 7,255 Cash used in investing activities (240,535) (79,718) (160,817) Cash provided by (used in) financing activities 95,117 (87,902) 183,019 Decrease in cash, cash equivalents and restricted cash (8,542) (37,999) 29,457 Cash, cash equivalents and restricted cash at beginning of year 99,763 137,762 (37,999) Cash, cash equivalents and restricted cash at end of year $ 91,221 $ 99,763 $ (8,542) Cash provided by operating activities of $136.9 million and $129.6 million for the years ended December 31, 2024 and 2023, respectively, was generated primarily from income from property operations.
Since January 1, 2022, we have acquired eleven retail properties and disposed of four retail properties. 30 Cash used in investing activities of $79.7 million for the year ended December 31, 2023, was primarily the result of: • $152.0 million for acquisitions of investment properties, and • $35.8 million for capital investments and leasing costs, which were partially offset by: • $95.1 million from distributions from unconsolidated entities, • $12.6 million from the sale of investment properties, and • $0.4 million from other investing activities.
Cash used in investing activities of $79.7 million for the year ended December 31, 2023, was primarily the result of: • $152.0 million for acquisitions of investment properties, and • $35.8 million for capital investments and leasing costs, which were partially offset by: • $95.1 million from distributions from unconsolidated entities, • $12.6 million from the sale of investment properties, and • $0.4 million from other investing activities. 30 Cash provided by financing activities of $95.1 million for the year ended December 31, 2024, was primarily the result of: • $257.6 million in proceeds from the public offering of our common stock, • $8.4 million from proceeds from the sale of common stock under the ATM and ESPP , which were partially offset by: • $93.4 million for pay-off of debt and other financing activities, • $62.8 million to pay distributions, • $12.1 million for costs incurred in relation to sales of our common stock, and • $2.6 million for the payment of tax withholdings for share-based compensation.
Year ended December 31 2023 2022 Increase (Decrease) Operating expenses Depreciation and amortization $ 113,430 $ 94,952 $ 18,478 Property operating 42,832 40,239 2,593 Real estate taxes 34,809 32,925 1,884 General and administrative 31,797 33,342 (1,545) Total operating expenses $ 222,868 $ 201,458 $ 21,410 Depreciation and amortization increased $18.5 million as a result of: • $23.1 million of increases from properties acquired, partially offset by: • $2.9 million of decreases from properties disposed, and • $1.7 million of decreased in-place lease intangible amortization from our Same Properties.
Year ended December 31 2024 2023 Increase Operating expenses Depreciation and amortization $ 113,948 $ 113,430 $ 518 Property operating 43,413 42,832 581 Real estate taxes 36,441 34,809 1,632 General and administrative 33,172 31,797 1,375 Total operating expenses $ 226,974 $ 222,868 $ 4,106 Depreciation and amortization increased $0.5 million as a result of: • $5.8 million of increases from properties acquired, partially offset by: • $0.5 million of decreases from properties disposed, and • $4.8 million of decreased amortization from our Same Properties, primarily driven by in-place lease intangibles.
NAREIT FFO Applicable to Common Shares and Dilutive Securities and Core FFO Applicable to Common Shares and Dilutive Securities is calculated as follows: Year ended December 31, 2023 2022 Net income $ 5,269 $ 52,233 Depreciation and amortization related to investment properties 112,578 94,142 Gain on sale of investment properties (2,691) (38,249) Unconsolidated joint venture adjustments (a) 342 3,850 NAREIT FFO Applicable to Common Shares and Dilutive Securities 115,498 111,976 Amortization of market-lease intangibles and inducements, net (3,343) (5,589) Straight-line rent adjustments, net (3,349) (3,815) Amortization of debt discounts and financing costs 4,113 2,816 Adjusting items, net (b) (969) (18) Unconsolidated joint venture adjusting items, net (c) (92) 582 Core FFO Applicable to Common Shares and Dilutive Securities $ 111,858 $ 105,952 Weighted average common shares outstanding - basic 67,531,898 67,406,233 Dilutive effect of unvested restricted shares (d) 281,282 119,702 Weighted average common shares outstanding - diluted 67,813,180 67,525,935 Net income per diluted share $ 0.08 $ 0.77 Per share adjustments for NAREIT FFO 1.62 0.89 NAREIT FFO per diluted share $ 1.70 $ 1.66 Per share adjustments for Core FFO (0.05) (0.09) Core FFO per diluted share $ 1.65 $ 1.57 (a) Represents our share of depreciation, amortization, and gain on sale related to investment properties held in IAGM.
The following table presents the reconciliation of net income, the most directly comparable GAAP measure, to Nareit FFO Applicable to Common Shares and Dilutive Securities and Core FFO Applicable to Common Shares and Dilutive Securities: Year ended December 31 2024 2023 Net income $ 13,658 $ 5,269 Depreciation and amortization of real estate assets 113,055 112,578 Impairment of real estate assets 3,854 — Gain on sale of investment properties, net (3,857) (2,691) Unconsolidated joint venture adjustments (a) — 342 Nareit FFO Applicable to Common Shares and Dilutive Securities 126,710 115,498 Amortization of market lease intangibles and inducements, net (2,804) (3,343) Straight-line rent adjustments, net (3,400) (3,349) Amortization of debt discounts and financing costs 2,403 4,113 Depreciation and amortization of corporate assets 893 852 Non-operating income and expense, net (b) (1,033) (1,821) Unconsolidated joint venture adjusting items, net (c) — (92) Core FFO Applicable to Common Shares and Dilutive Securities $ 122,769 $ 111,858 Weighted average common shares outstanding - basic 70,394,448 67,531,898 Dilutive effect of unvested restricted shares (d) 616,120 281,282 Weighted average common shares outstanding - diluted 71,010,568 67,813,180 Net income per diluted share $ 0.19 $ 0.08 Per share adjustments for Nareit FFO 1.59 1.62 Nareit FFO per diluted share $ 1.78 $ 1.70 Per share adjustments for Core FFO (0.05) (0.05) Core FFO per diluted share $ 1.73 $ 1.65 (a) Reflects the Company’s share of adjustments for IAGM's Nareit FFO on the same basis as InvenTrust.
(b) Includes leases on corporate office spaces. Inflation With respect to current economic conditions and governmental fiscal policy, inflation has become a greater risk. Rising inflation may affect our and our tenants' expenses, including, without limitation, by increasing product prices and costs such as wages, benefits, taxes, property and casualty insurance, borrowing costs and utilities.
Rising inflation may affect our and our tenants' expenses, including, without limitation, by increasing product prices and costs such as wages, benefits, taxes, property and casualty insurance, borrowing costs and utilities. We rely on the performance of our assets to increase revenues in order to keep pace with inflation.
During the year ended December 31, 2022, we recognized a gain of $38.2 million on the sale of three retail properties. Equity in (losses) earnings of unconsolidated entities Equity in (losses) earnings of unconsolidated entities decreased $4.2 million primarily as a result of the Company acquiring six retail properties from IAGM since January 1, 2022.
Equity in losses of unconsolidated entities Equity in losses of unconsolidated entities decreased $0.6 million primarily as a result of the Company acquiring four retail properties from IAGM since January 1, 2023. On December 15, 2023, IAGM was fully liquidated. See "Note 6.
The Company's retail portfolio had GLA totaling 893 thousand square feet expiring during the year ended December 31, 2023, of which 802 thousand square feet was re-leased. This achieved a retention rate of approximately 90.0%.
Of the retail portfolio's expiring GLA of 1.22 million square feet during the year ended December 31, 2024, 1.15 million square feet was re-leased, achieving a retention rate of approximately 94%.
As of December 31, 2023, $244.6 million of common stock remains available for issuance under the ATM Program. 20 Our Retail Portfolio As of December 31, 2023 and 2022, our wholly-owned and managed retail properties include grocery-anchored community and neighborhood centers and power centers, including those classified as necessity-based.
As of December 31, 2024, $236.7 million of common stock remains available for issuance under the ATM Program. 21 Our Retail Portfolio The following table summarizes our retail portfolio as of December 31, 2024 and 2023.
Year ended December 31 2023 2022 Change, net Other income (expense) Interest expense, net $ (38,138) $ (26,777) $ (11,361) Loss on extinguishment of debt (15) (181) 166 Gain on sale of investment properties 2,691 38,249 (35,558) Equity in (losses) earnings of unconsolidated entities (557) 3,663 (4,220) Other income and expense, net 5,480 2,030 3,450 Total other (expense) income, net $ (30,539) $ 16,984 $ (47,523) Interest expense, net Interest expense, net, increased $11.4 million primarily as a result of: • the private placement of our senior notes in August 2022, generating increased interest expense of $7.8 million, • increased interest rates on our corporate term loans generating increased interest expense of $2.6 million, • aggregate assumption of mortgages of $172.8 million since January 1, 2022, generating increased interest expense of $3.0 million, and • increased amortization of debt issuance costs of $1.3 million, partially offset by: • decreased balances on our corporate line of credit resulting in decreased interest expense of $1.3 million, and • aggregate reduction of mortgage payable of $90.3 million since January 1, 2022, generating decreased interest expense of $2.0 million.
Year ended December 31 2024 2023 Change, net Other income (expense) Interest expense, net $ (37,100) $ (38,138) $ 1,038 Loss on extinguishment of debt — (15) 15 Impairment of real estate assets (3,854) — (3,854) Gain on sale of investment properties, net 3,857 2,691 1,166 Equity in losses of unconsolidated entities — (557) 557 Other income and expense, net 3,755 5,480 (1,725) Total other (expense) income, net $ (33,342) $ (30,539) $ (2,803) Interest expense, net Interest expense, net, decreased $1.0 million primarily as a result of: • decreased amortization of $1.7 million, partially offset by: • increased interest expense of $0.7 million related to the $92.5 million pooled mortgage payable assumed from our previously owned unconsolidated joint venture, IAGM Retail Fund I, LLC ("IAGM") on October 17, 2023.
Other fee income decreased $2.5 million as a result of the Company acquiring six retail properties from IAGM since January 1, 2022. The following table presents the changes in our operating expenses for the years ended December 31, 2023 and 2022.
The following table presents the changes in our operating expenses for the years ended December 31, 2024 and 2023.
Payments due by year ending December 31, 2024 2025 2026 2027 2028 Thereafter Total Long term debt: Fixed rate debt, principal (a) $ 15,700 $ 22,880 $ 200,000 $ 226,000 $ — $ 281,500 $ 746,080 Variable rate debt, principal 72,468 — — — — — 72,468 Interest 33,861 29,532 27,141 16,339 14,103 24,629 145,605 Total long term debt 122,029 52,412 227,141 242,339 14,103 306,129 964,153 Operating leases (b) 628 511 517 529 522 786 3,493 Grand total $ 122,657 $ 52,923 $ 227,658 $ 242,868 $ 14,625 $ 306,915 $ 967,646 (a) Includes variable rate debt swapped to fixed rates through the Company's interest rate swaps.
Payments due by year ending December 31 2025 2026 2027 2028 2029 Thereafter Total Long term debt: Fixed rate debt, principal (a) $ 35,880 $ 200,000 $ 226,000 $ — $ 181,500 $ 100,000 $ 743,380 Interest 30,467 27,891 17,089 14,853 11,081 13,578 114,959 Total long term debt 66,347 227,891 243,089 14,853 192,581 113,578 858,339 Operating leases (b) 511 517 529 522 493 293 2,865 Grand total $ 66,858 $ 228,408 $ 243,618 $ 15,375 $ 193,074 $ 113,871 $ 861,204 (a) Includes variable rate debt swapped to fixed rates through the Company's interest rate swaps.
Community and neighborhood centers Wholly-Owned Retail Properties IAGM Retail Properties Pro Rata Combined Retail Portfolio 2023 2022 2023 2022 2023 2022 No. of properties 50 46 — 4 50 50 GLA (square feet) 6,800 5,647 — 1,125 6,800 6,266 Economic occupancy 94.8% 95.0% —% 90.2% 94.8% 94.5% Leased occupancy 97.1% 96.9% —% 93.6% 97.1% 96.6% ABR PSF $20.22 $20.36 $— $16.22 $20.22 $19.98 Power centers Wholly-Owned Retail Properties IAGM Retail Properties Pro Rata Combined Retail Portfolio 2023 2022 2023 2022 2023 2022 No. of properties 12 12 — — 12 12 GLA (square feet) 3,524 3,524 — — 3,524 3,524 Economic occupancy 90.2% 92.9% —% —% 90.2% 92.9% Leased occupancy 94.2% 95.1% —% —% 94.2% 95.1% ABR PSF $18.00 $17.45 $— $— $18.00 $17.45 21 Same Property Summary Properties classified as same property were owned for the entirety of both periods presented ("Same Properties").
Year ended December 31 2024 2023 No. of properties 68 62 GLA (square feet) 10,972 10,324 Economic occupancy 95.3% 93.3% Leased occupancy 97.4% 96.2% ABR PSF $20.07 $19.48 Same Property Summary Properties classified as same property were owned for the entirety of both periods presented ("Same Properties").
An example of an event or changed circumstance is a reduction in the expected holding period of a property.
Impairment of Long Lived Assets We assess the carrying values of our long-lived tangible and intangible assets whenever events or changes in circumstances indicate that they may not be fully recoverable. An example of an event or changed circumstance is a reduction in the expected holding period of a property.
The maturity date of the mortgage debt is now November 2, 2024. On December 22, 2023, the Company partially paid down the mortgage debt by $20.0 million, resulting in the release of Blackhawk Town Center from collateralization and an outstanding balance of $72.5 million as of December 31, 2023.
On December 22, 2023, the Company partially paid down this mortgage debt by $20.0 million. On September 27, 2024, the Company extinguished the remaining $72.5 million pooled mortgage payable.
Evaluation of Financial Condition and Operating Results In addition to measures of operating performance determined in accordance with U.S generally accepted accounting principles ("GAAP"), management evaluates our financial condition and operating performance by focusing on the following financial and non-financial indicators, discussed in further detail herein: • Net Operating Income ("NOI") and Same Property NOI, supplemental non-GAAP measures; • NAREIT Funds From Operations ("NAREIT FFO") Applicable to Common Shares and Dilutive Securities, a supplemental non-GAAP measure; • Core FFO Applicable to Common Shares and Dilutive Securities, a supplemental non-GAAP measure; • Economic and leased occupancy and rental rates; • Leasing activity and lease rollover; • Operating expense levels and trends; • General and administrative expense levels and trends; • Debt maturities and leverage ratios; and • Liquidity levels. 19 Recent Developments Joint Venture Acquisition and IAGM Dispositions On January 18, 2023, we acquired the four remaining retail properties from IAGM for an aggregate purchase price of $222.3 million by acquiring 100% of the membership interests in each of IAGM's wholly owned subsidiaries.
Evaluation of Operating Performance and Financial Condition In addition to measures of operating performance determined in accordance with U.S. generally accepted accounting principles ("GAAP"), management evaluates our operating performance and financial condition by focusing on the following financial and non-financial indicators, discussed in further detail herein: • Net Operating Income ("NOI") and Same Property NOI, supplemental non-GAAP measures; • Nareit Funds From Operations ("Nareit FFO") Applicable to Common Shares and Dilutive Securities, a supplemental non-GAAP measure; • Core Funds From Operations ("FFO") Applicable to Common Shares and Dilutive Securities, a supplemental non-GAAP measure; • Earnings Before Interest, Taxes, Depreciation, and Amortization ("EBITDA"), a supplemental non-GAAP measure; • Adjusted EBITDA, a supplemental non-GAAP measure; • Economic and leased occupancy and rental rates; • Leasing activity and lease rollover; • Operating expense levels and trends; • General and administrative expense levels and trends; • Debt maturities and leverage ratios; and • Liquidity levels. 20 Recent Developments Acquisitions and Mortgage Assumption During the year ended December 31, 2024, we acquired the following properties: Date Property Anchor Market Square Feet Gross Acquisition Price Assumption of Mortgage Debt 2/1/24 The Plant (a) Sprouts Farmers Market Phoenix, AZ 57 $ 29,500 $ 13,000 4/9/24 Moores Mill Publix Atlanta Metro Area, GA 70 28,000 — 6/13/24 Maguire Groves (b) Publix Orlando-Kissimmee, FL 33 16,100 — 8/6/24 Scottsdale North Marketplace AJ's Fine Foods Phoenix, AZ 66 23,000 — 10/9/24 Stonehenge Village Wegmans Richmond, VA 214 62,100 — 11/26/24 The Forum Target Cape Coral-Fort Myers, FL 186 41,370 — 12/18/24 Market at Mill Creek Lowes Foods Charleston-Berkeley-Dorchester, SC 80 27,300 — 12/18/24 Nexton Square N/A Charleston-Berkeley-Dorchester, SC 134 54,700 — Total 840 $ 282,070 $ 13,000 (a) The Company recognized a fair value adjustment of $0.4 million related to the mortgage payable secured by the property.
Removed
Subsequent to the transaction, IAGM proportionately distributed substantially all net proceeds from the sale, of which the Company's share was approximately $71.4 million . On December 15, 2023, IAGM was fully liquidated.
Added
(b) Maguire Groves is immediately adjacent to Plantation Grove, a Publix anchored neighborhood center wholly-owned by the Company. The Company operates these properties under the Plantation Grove name.
Removed
During the year ended December 31, 2023, IAGM disposed of the following properties: Date Property Metropolitan Area Square Feet Gross Disposition Price (a) Gain on Sale January 18, 2023 Bay Colony Houston, TX 416 $ 79,100 $ 22,327 January 18, 2023 Blackhawk Town Center Houston, TX 127 26,300 12,632 January 18, 2023 Cyfair Town Center Houston, TX 433 79,200 4,713 January 18, 2023 Stables Town Center Houston, TX 148 37,000 5,536 Total 1,124 $ 221,600 $ 45,208 (a) Disposition price and square feet for the joint venture disposition activity are reflected at 100%.
Added
Dispositions During the year ended December 31, 2024, we disposed of the following properties: Date Property Market Square Feet Gross Disposition Price Gain (Loss) on Sale, net 7/22/2024 Eldridge Town Center & Windermere Village (a) Houston - Sugar Land - Baytown, TX N/A $ 602 $ 334 10/31/2024 Stevenson Ranch So.
Removed
Acquisitions and Mortgage Assumptions During the year ended December 31, 2023, we acquired the following properties: Date Property Grocer Anchor Metropolitan Area Square Feet Gross Acquisition Price Assumption of Mortgage Debt January 18, 2023 Bay Colony (a) HEB Houston, TX 416 $ 79,100 $ 41,969 January 18, 2023 Blackhawk Town Center (a) HEB Houston, TX 127 26,300 13,008 January 18, 2023 Cyfair Town Center (a) Kroger Houston, TX 433 79,200 30,880 January 18, 2023 Stables Town Center (a) Kroger Houston, TX 148 37,000 6,611 June 2, 2023 The Shoppes at Davis Lake Harris Teeter Charlotte, NC 91 22,400 — Total 1,215 $ 244,000 $ 92,468 (a) We acquired these properties from our joint venture, IAGM.
Added
California - Los Angeles, CA 187 57,800 (614) 12/13/2024 Eldridge Town Center & Windermere Village (b) Houston - Sugar Land - Baytown, TX 31 10,150 4,137 Total 218 $ 68,552 $ 3,857 (a) This disposition was related to the completion of a partial condemnation at one retail property.
Removed
Dispositions During the year ended December 31, 2023, we disposed of the following properties: Date Property Metropolitan Area Square Feet Gross Disposition Price Gain on Sale June 20, 2023 Shops at the Galleria (a) Austin, TX N/A $ 1,692 $ 984 August 25, 2023 Trowbridge Crossing Atlanta, GA 63 11,450 1,707 Total 63 $ 13,142 $ 2,691 (a) This disposition was related to the completion of a partial condemnation at one retail property.
Added
(b) This disposition included the sale of an outparcel at Eldridge Town Center and the entirety of Windermere Village. Subsequent to the transaction, the Company continues to operate the remaining property under the Eldridge Town Center name.
Removed
Debt On February 6, 2023, the Company extinguished the $13.7 million mortgage payable secured by Renaissance Center with its available liquidity. On October 17, 2023, the Company extended the maturity of its $92.5 million cross-collateralized mortgage debt maturing in 2023 by exercising one of its two 12-month extension options.
Added
Debt On June 5, 2024, we extinguished the $7.3 million and $8.4 million pooled mortgages payable secured by Plantation Grove and Suncrest Village, respectively. On September 27, 2024, we extinguished the remaining $72.5 million pooled mortgage payable secured by Cyfair Town Center, Bay Colony, and Stables Town Center.
Removed
For the year ended December 31, 2022, we have included results from IAGM properties at share when combined with our wholly-owned properties. The following table summarizes our retail portfolio, on a wholly-owned, IAGM, and pro rata combined basis, as of December 31, 2023 and 2022.
Added
On October 23, 2024, we entered into a third amendment to the Amended Revolving Credit Agreement, which provides for, among other things, an increase in the revolving commitments thereunder from $350.0 million to $500.0 million and an extension of the maturity date to January 15, 2029, with one six-month extension option.
Removed
Wholly-Owned Retail Properties IAGM Retail Properties Pro Rata Combined Retail Portfolio 2023 2022 2023 2022 2023 2022 No. of properties 62 58 — 4 62 62 GLA (square feet) 10,324 9,171 — 1,125 10,324 9,790 Economic occupancy 93.3% 94.2% —% 90.2% 93.3% 93.9% Leased occupancy 96.2% 96.2% —% 93.6% 96.2% 96.1% ABR PSF $19.48 $19.26 $— $16.22 $19.48 $19.08 Summary by Center Type Our retail properties consist of community and neighborhood centers and power centers. • Community and neighborhood centers are generally open-air and designed for tenants that offer a wide array of merchandise and services, including groceries, soft goods and convenience-oriented offerings.
Added
Common Stock Offering On September 25, 2024, we completed an underwritten public offering of our common stock at a price to the public of $28.00 per share. We issued and sold 9,200,000 shares of our common stock, including 1,200,000 shares issued in connection with the full exercise of the underwriters' over-allotment option.
Removed
Our community centers contain large anchor stores and a significant presence of national retail tenants. Our neighborhood centers are generally smaller open-air centers with a grocery store anchor and/or drugstore and other small service-type retailers. • Power centers are generally larger and consist of several anchors, such as discount department stores, off-price stores, specialty grocers and warehouse clubs.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

5 edited+0 added−4 removed9 unchanged
Biggest changeThe following table summarizes the Company's five effective and two forward interest rate swaps as of December 31, 2023: Interest Rate Swap Effective Date Termination Date InvenTrust Receives Variable Rate of InvenTrust Pays Fixed Rate of Fixed Rate Achieved Notional Amount Fair Value as of December 31, 2023 5.5 Year Term Loan Dec 2, 2019 Jun 21, 2024 1-Month SOFR 1.47% 2.77% $ 50,000 $ 855 5.5 Year Term Loan Dec 2, 2019 Jun 21, 2024 1-Month SOFR 1.46% 2.76% 50,000 857 5.5 Year Term Loan Apr 3, 2023 Mar 22, 2027 1-Month SOFR 3.69% 4.99% 100,000 (122) 5 Year Term Loan Dec 21, 2023 Sep 22, 2026 1-Month SOFR 1.51% 2.81% 100,000 5,820 5 Year Term Loan Dec 21, 2023 Sep 22, 2026 1-Month SOFR 1.51% 2.81% 100,000 5,845 $ 400,000 $ 13,255 5.5 year, fixed portion Jun 21, 2024 Mar 22, 2027 1-Month SOFR 1.48% 2.78% 50,000 $ 2,451 5.5 year, fixed portion Jun 21, 2024 Mar 22, 2027 1-Month SOFR 1.54% 2.84% 50,000 2,368 $ 100,000 $ 4,819 The following table summarizes the Company's four effective and four forward interest rate swaps as of December 31, 2022: Interest Rate Swap Effective Date Termination Date InvenTrust Receives Variable Rate of InvenTrust Pays Fixed Rate of Fixed Rate Achieved Notional Amount Fair Value as of December 31, 2022 5 year, fixed portion Dec 2, 2019 Dec 21, 2023 1-Month SOFR 1.41% 2.71% $ 100,000 $ 3,222 5 year, fixed portion Dec 2, 2019 Dec 21, 2023 1-Month SOFR 1.42% 2.72% 100,000 3,238 5.5 year, fixed portion Dec 2, 2019 Jun 21, 2024 1-Month SOFR 1.47% 2.77% 50,000 2,275 5.5 year, fixed portion Dec 2, 2019 Jun 21, 2024 1-Month SOFR 1.46% 2.76% 50,000 2,281 $ 300,000 $ 11,016 5 year, fixed portion Dec 21, 2023 Sep 22, 2026 1-Month SOFR 1.51% 2.81% $ 100,000 $ 4,924 5 year, fixed portion Dec 21, 2023 Sep 22, 2026 1-Month SOFR 1.51% 2.81% 100,000 4,949 5.5 year, fixed portion Jun 21, 2024 Mar 22, 2027 1-Month SOFR 1.48% 2.78% 50,000 2,196 5.5 year, fixed portion Jun 21, 2024 Mar 22, 2027 1-Month SOFR 1.54% 2.84% 50,000 2,116 $ 300,000 $ 14,185 Gains or losses resulting from marking-to-market the Company's derivatives each reporting period are recognized as an increase or decrease in comprehensive (loss) income on the consolidated statements of operations and comprehensive (loss) income.
Biggest changeThe following table summarizes the Company's interest rate swaps as of December 31, 2024 and 2023: Interest Rate Swaps Effective Date Termination Date InvenTrust Receives InvenTrust Pays Fixed Rate of Fixed Rate Achieved Notional Amount Fair Value as of Dec. 31 2024 2023 5.5 Year Term Loan 12/2/19 6/21/24 1-Month SOFR N/A N/A $ — $ — $ 855 5.5 Year Term Loan 12/2/19 6/21/24 1-Month SOFR N/A N/A — — 857 5.5 Year Term Loan 4/3/23 3/22/27 1-Month SOFR 3.69% 4.99% 100,000 656 (122) 5 Year Term Loan 12/21/23 9/22/26 1-Month SOFR 1.51% 2.81% 100,000 4,212 5,820 5 Year Term Loan 12/21/23 9/22/26 1-Month SOFR 1.51% 2.81% 100,000 4,226 5,845 5.5 Year Term Loan 6/21/24 3/22/27 1-Month SOFR 1.54% 2.84% 50,000 2,698 2,451 5.5 Year Term Loan 6/21/24 3/22/27 1-Month SOFR 1.48% 2.78% 50,000 2,634 2,368 $ 400,000 $ 14,426 $ 18,074 Gains or losses resulting from marking-to-market derivatives each reporting period are recognized as an increase or decrease in comprehensive income (loss) on the consolidated statements of operations and comprehensive income (loss).
Refer to our Borrowings table in Item 7 of this Annual Report for debt principal amounts and expected maturities by year to evaluate the expected cash flows and sensitivity to interest rate changes. 33 We may use financial instruments to hedge exposures to changes in interest rates on loans.
Refer to our Borrowings table in Item 7 of this Annual Report for debt principal amounts and expected maturities by year to evaluate the expected cash flows and sensitivity to interest rate changes. We may use financial instruments to hedge exposures to changes in interest rates on loans.
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. 34 Item 8. Consolidated Financial Statements and Supplementary Data See the Index to Consolidated Financial Statements and Financial Statement Schedule commencing on page F-1.
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. 35 Item 8. Consolidated Financial Statements and Supplementary Data See the Index to Consolidated Financial Statements and Financial Statement Schedule commencing on page F-1.
The Company's interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows. As of December 31, 2023, our debt included outstanding variable-rate term loans and mortgages of $472.5 million, of which $400.0 million has been swapped to a fixed rate.
The Company's interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows. As of December 31, 2024, the Company's debt included outstanding variable-rate debt of $400.0 million, all of which has been swapped to a fixed rate.
As of the effective date of April 3, 2023, the entirety of the Company's variable rate term loans were swapped to fixed rates through the maturity dates of the Amended Term Loan Agreement. As of December 31, 2023, the Company's interest rate risk was limited to $72.5 million of variable rate cross-collateralized mortgage debt.
As of the effective date of April 3, 2023, the entirety of the Company's variable rate term loans were swapped to fixed rates through the maturity dates of the Amended Term Loan Agreement.
Removed
With regard to our variable-rate financing, we assess interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities.
Removed
If market rates of interest on all variable-rate debt as of December 31, 2023 permanently increased or decreased by 1%, the annual increase or decrease in interest expense on the variable-rate debt and future earnings and cash flows would be approximately $0.7 million.
Removed
The Company is party to five effective interest rate swap agreements and two interest rate forward swap agreements, which address the periods between the maturity dates of the effective swaps and the maturity dates of the Amended Term Loan Agreement.
Removed
In tandem, the interest rate swaps achieve fixed interest rates for a constant notional amount through the maturity dates of the Amended Term Loan Agreement.

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