InvenTrust Properties Corp. (IVT) FY 2024 MD&A
This page reproduces the company's own Item 7 MD&A text from the linked SEC filing. It is filer text, not grepcent analysis, scoring, or investment advice.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis relates to the operations of the Company for the years ended December 31, 2024 and 2023 and its financial position as of December 31, 2024 and 2023. Discussion of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Annual Report can be found in "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended December 31, 2023. The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes included in this Annual Report. This discussion contains forward-looking statements about our business. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors discussed in "Forward-Looking Statements" and "Part I, Item 1A. Risk Factors" contained in this Annual Report and in our other reports that we file from time to time with the SEC.
Executive Summary
Strategy and Outlook
InvenTrust Properties Corp. is a premier Sun Belt, multi-tenant essential retail REIT that owns, leases, redevelops, acquires, and manages grocery-anchored neighborhood and community centers, as well as high-quality power centers that often have a grocery component. We pursue our business strategy by acquiring retail properties in Sun Belt markets, opportunistically disposing of retail properties, and maintaining a flexible capital structure.
InvenTrust focuses on Sun Belt markets with favorable demographics, including above-average growth in population, employment, income and education levels. We believe these conditions create favorable demand characteristics for grocery-anchored and necessity-based retail centers, which will position us to capitalize on potential future rent increases while enjoying sustained occupancy at our centers. Our strategically located field offices are within a two-hour drive of over 95% of our properties which affords us the ability to respond to the needs of our tenants and provides us with in-depth local market knowledge. We believe that our Sun Belt portfolio of high quality grocery-anchored assets is a distinct differentiator for us in the marketplace.
Evaluation of Operating Performance and Financial Condition
In addition to measures of operating performance determined in accordance with U.S. generally accepted accounting principles ("GAAP"), management evaluates our operating performance and financial condition by focusing on the following financial and non-financial indicators, discussed in further detail herein:
•Net Operating Income ("NOI") and Same Property NOI, supplemental non-GAAP measures;
•Nareit Funds From Operations ("Nareit FFO") Applicable to Common Shares and Dilutive Securities, a supplemental non-GAAP measure;
•Core Funds From Operations ("FFO") Applicable to Common Shares and Dilutive Securities, a supplemental non-GAAP measure;
•Earnings Before Interest, Taxes, Depreciation, and Amortization ("EBITDA"), a supplemental non-GAAP measure;
•Adjusted EBITDA, a supplemental non-GAAP measure;
•Economic and leased occupancy and rental rates;
•Leasing activity and lease rollover;
•Operating expense levels and trends;
•General and administrative expense levels and trends;
•Debt maturities and leverage ratios; and
•Liquidity levels.
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Recent Developments
Acquisitions and Mortgage Assumption
During the year ended December 31, 2024, we acquired the following properties:
| Date | Property | Anchor | Market | Square Feet | Gross Acquisition Price | Assumption of Mortgage Debt | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2/1/24 | The Plant (a) | Sprouts Farmers Market | Phoenix, AZ | 57 | $ | 29,500 | $ | 13,000 | |||||||
| 4/9/24 | Moores Mill | Publix | Atlanta Metro Area, GA | 70 | 28,000 | — | |||||||||
| 6/13/24 | Maguire Groves (b) | Publix | Orlando-Kissimmee, FL | 33 | 16,100 | — | |||||||||
| 8/6/24 | Scottsdale North Marketplace | AJ's Fine Foods | Phoenix, AZ | 66 | 23,000 | — | |||||||||
| 10/9/24 | Stonehenge Village | Wegmans | Richmond, VA | 214 | 62,100 | — | |||||||||
| 11/26/24 | The Forum | Target | Cape Coral-Fort Myers, FL | 186 | 41,370 | — | |||||||||
| 12/18/24 | Market at Mill Creek | Lowes Foods | Charleston-Berkeley-Dorchester, SC | 80 | 27,300 | — | |||||||||
| 12/18/24 | Nexton Square | N/A | Charleston-Berkeley-Dorchester, SC | 134 | 54,700 | — | |||||||||
| Total | 840 | $ | 282,070 | $ | 13,000 |
(a)The Company recognized a fair value adjustment of $0.4 million related to the mortgage payable secured by the property.
(b)Maguire Groves is immediately adjacent to Plantation Grove, a Publix anchored neighborhood center wholly-owned by the Company. The Company operates these properties under the Plantation Grove name.
Dispositions
During the year ended December 31, 2024, we disposed of the following properties:
| Date | Property | Market | Square Feet | Gross Disposition Price | Gain (Loss) on Sale, net | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 7/22/2024 | Eldridge Town Center & Windermere Village (a) | Houston - Sugar Land - Baytown, TX | N/A | $ | 602 | $ | 334 | |||||||
| 10/31/2024 | Stevenson Ranch | So. California - Los Angeles, CA | 187 | 57,800 | (614) | |||||||||
| 12/13/2024 | Eldridge Town Center & Windermere Village (b) | Houston - Sugar Land - Baytown, TX | 31 | 10,150 | 4,137 | |||||||||
| Total | 218 | $ | 68,552 | $ | 3,857 |
(a)This disposition was related to the completion of a partial condemnation at one retail property.
(b)This disposition included the sale of an outparcel at Eldridge Town Center and the entirety of Windermere Village. Subsequent to the transaction, the Company continues to operate the remaining property under the Eldridge Town Center name.
Debt
On June 5, 2024, we extinguished the $7.3 million and $8.4 million pooled mortgages payable secured by Plantation Grove and Suncrest Village, respectively.
On September 27, 2024, we extinguished the remaining $72.5 million pooled mortgage payable secured by Cyfair Town Center, Bay Colony, and Stables Town Center.
On October 23, 2024, we entered into a third amendment to the Amended Revolving Credit Agreement, which provides for, among other things, an increase in the revolving commitments thereunder from $350.0 million to $500.0 million and an extension of the maturity date to January 15, 2029, with one six-month extension option.
Common Stock Offering
On September 25, 2024, we completed an underwritten public offering of our common stock at a price to the public of $28.00 per share. We issued and sold 9,200,000 shares of our common stock, including 1,200,000 shares issued in connection with the full exercise of the underwriters' over-allotment option. We received $247.3 million of net proceeds, after deducting $10.3 million in underwriting discounts and commissions.
ATM Program
During the quarter ended December 31, 2024, we raised $7.8 million of net proceeds, after $0.1 million in commissions, under our at-the-market equity offering program (the "ATM Program"), through the issuance of 254,082 shares of common stock at a weighted average price of $30.96 per share. As of December 31, 2024, $236.7 million of common stock remains available for issuance under the ATM Program.
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Our Retail Portfolio
The following table summarizes our retail portfolio as of December 31, 2024 and 2023.
| Year ended December 31 | |||
|---|---|---|---|
| 2024 | 2023 | ||
| No. of properties | 68 | 62 | |
| GLA (square feet) | 10,972 | 10,324 | |
| Economic occupancy | 95.3% | 93.3% | |
| Leased occupancy | 97.4% | 96.2% | |
| ABR PSF | $20.07 | $19.48 |
Same Property Summary
Properties classified as same property were owned for the entirety of both periods presented ("Same Properties"). The following table summarizes the Same Properties of our retail portfolio for the years ended December 31, 2024 and 2023.
| Year ended December 31 | |||
|---|---|---|---|
| 2024 | 2023 | ||
| No. of properties | 56 | 56 | |
| GLA (square feet) | 8,916 | 8,890 | |
| Economic occupancy | 95.3% | 93.8% | |
| Leased occupancy | 97.6% | 96.4% | |
| ABR PSF | $20.34 | $19.82 |
Leasing Activity
The following tables summarize the activity for leases executed during the year ended December 31, 2024, compared with expiring or expired leases for the same or previous tenant for renewals, and the same unit for new leases. Of the retail portfolio's expiring GLA of 1.22 million square feet during the year ended December 31, 2024, 1.15 million square feet was re-leased, achieving a retention rate of approximately 94%.
| No. of Leases Executed | GLA SF (in thousands) | New Contractual Rent ($PSF)(b) | Prior Contractual Rent ($PSF)(b) | % Change over Prior Lease Rent (b) | Weighted Average Lease Term (Years) | Tenant Improvement Allowance ($PSF) | Lease Commissions ($PSF) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| All tenants | |||||||||||||||
| Comparable Renewal Leases (a) | 145 | 985 | $21.31 | $19.27 | 10.6% | 5.4 | $0.04 | $— | |||||||
| Comparable New Leases (a) | 26 | 102 | $28.95 | $24.83 | 16.6% | 10.3 | $30.49 | $13.03 | |||||||
| Non-Comparable Renewal and New Leases | 39 | 236 | $20.07 | N/A | N/A | 7.9 | $16.59 | $9.10 | |||||||
| Total | 210 | 1,323 | $22.03 | $19.79 | 11.3% | 6.2 | $5.34 | $2.63 | |||||||
| Anchor tenants (leases ten thousand square feet and over) | |||||||||||||||
| Comparable Renewal Leases (a) | 24 | 702 | $14.48 | $13.16 | 10.0% | 5.4 | $— | $— | |||||||
| Comparable New Leases (a) | 2 | 42 | $14.67 | $12.54 | 17.0% | 10.9 | $30.00 | $8.66 | |||||||
| Non-Comparable Renewal and New Leases | 5 | 141 | $10.92 | N/A | N/A | 7.6 | $10.89 | $5.86 | |||||||
| Total | 31 | 885 | $14.49 | $13.13 | 10.4% | 6.0 | $3.17 | $1.35 | |||||||
| Small shop tenants (leases under ten thousand square feet) | |||||||||||||||
| Comparable Renewal Leases (a) | 121 | 283 | $38.23 | $34.39 | 11.2% | 5.4 | $0.14 | $— | |||||||
| Comparable New Leases (a) | 24 | 60 | $39.05 | $33.56 | 16.4% | 9.9 | $30.83 | $16.12 | |||||||
| Non-Comparable Renewal and New Leases | 34 | 95 | $33.73 | N/A | N/A | 8.5 | $25.10 | $13.95 | |||||||
| Total | 179 | 438 | $38.37 | $34.25 | 12.0% | 6.7 | $9.72 | $5.21 |
(a)Comparable leases are leases that meet all of the following criteria: terms greater than or equal to one year, unit was vacant less than one year prior to executed lease, square footage of unit remains unchanged or within 10% of prior unit square footage, and has a rent structure consistent with the previous tenant.
(b)Non-comparable leases are not included in totals.
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Results of Operations
Comparison of results for the years ended December 31, 2024 and 2023
We generate substantially all of our earnings from property operations. Since January 1, 2023, we have acquired twelve retail properties and disposed of two retail properties.
The following table presents the changes in our income for the years ended December 31, 2024 and 2023.
| Year ended December 31 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | Increase (Decrease) | ||||||||
| Income | ||||||||||
| Lease income, net | $ | 272,440 | $ | 257,146 | $ | 15,294 | ||||
| Other property income | 1,534 | 1,450 | 84 | |||||||
| Other fee income | — | 80 | (80) | |||||||
| Total income | $ | 273,974 | $ | 258,676 | $ | 15,298 |
Lease income, net, for the year ended December 31, 2024 increased $15.3 million when compared to the same period in 2023, as a result of increases from properties acquired of $10.6 million, decreases from properties disposed of $2.1 million, and the following activity related to our Same Properties:
•$4.1 million of increased minimum base rent attributable to increased occupancy and ABR PSF,
•$2.3 million of increased common area maintenance and real estate tax recoveries,
•$0.8 million of net changes in credit losses and related reversals,
•$0.2 million of net increases in all other income, and
•$0.4 million increase in lease termination income, partially offset by:
•$1.0 million of net decreased amortization of market lease intangibles.
The following table presents the changes in our operating expenses for the years ended December 31, 2024 and 2023.
| Year ended December 31 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | Increase | ||||||||
| Operating expenses | ||||||||||
| Depreciation and amortization | $ | 113,948 | $ | 113,430 | $ | 518 | ||||
| Property operating | 43,413 | 42,832 | 581 | |||||||
| Real estate taxes | 36,441 | 34,809 | 1,632 | |||||||
| General and administrative | 33,172 | 31,797 | 1,375 | |||||||
| Total operating expenses | $ | 226,974 | $ | 222,868 | $ | 4,106 |
Depreciation and amortization increased $0.5 million as a result of:
•$5.8 million of increases from properties acquired, partially offset by:
•$0.5 million of decreases from properties disposed, and
•$4.8 million of decreased amortization from our Same Properties, primarily driven by in-place lease intangibles.
Property operating expenses increased $0.6 million as a result of:
•$1.2 million of increases from properties acquired, partially offset by:
•$0.3 million of net decreased costs from our Same Properties primarily driven by decreased repairs and maintenance costs and increased insurance costs, and
•$0.3 million of decreases from properties disposed.
Real estate taxes increased $1.6 million as a result of:
•$0.9 million of increases from properties acquired, and
•$1.0 million of increases from our Same Properties, and partially offset by:
•$0.3 million of decreases from properties disposed.
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General and administrative expenses increased $1.4 million as a result of $0.8 million of increased stock-based compensation expense and $0.6 million of increased other compensation costs.
The following table presents the changes in our other income and expenses for the years ended December 31, 2024 and 2023.
| Year ended December 31 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | Change, net | ||||||||
| Other income (expense) | ||||||||||
| Interest expense, net | $ | (37,100) | $ | (38,138) | $ | 1,038 | ||||
| Loss on extinguishment of debt | — | (15) | 15 | |||||||
| Impairment of real estate assets | (3,854) | — | (3,854) | |||||||
| Gain on sale of investment properties, net | 3,857 | 2,691 | 1,166 | |||||||
| Equity in losses of unconsolidated entities | — | (557) | 557 | |||||||
| Other income and expense, net | 3,755 | 5,480 | (1,725) | |||||||
| Total other (expense) income, net | $ | (33,342) | $ | (30,539) | $ | (2,803) |
Interest expense, net
Interest expense, net, decreased $1.0 million primarily as a result of:
•decreased amortization of $1.7 million, partially offset by:
•increased interest expense of $0.7 million related to the $92.5 million pooled mortgage payable assumed from our previously owned unconsolidated joint venture, IAGM Retail Fund I, LLC ("IAGM") on October 17, 2023. On December 22, 2023, the Company partially paid down this mortgage debt by $20.0 million. On September 27, 2024, the Company extinguished the remaining $72.5 million pooled mortgage payable.
Impairment of real estate assets
During the year ended December 31, 2024, the Company recorded an impairment of real estate assets of $3.9 million on one retail property after receiving and accepting a letter of intent to purchase the property for less than its carrying value.
Gain on sale of investment properties, net
During the year ended December 31, 2024, the Company recognized a gain of $4.5 million on the completion of a partial condemnation and partial sale of one retail property and a loss of $0.6 million on the sale of one retail property. During the year ended December 31, 2023, the Company recognized a gain of $1.0 million on the completion of a partial condemnation at one retail property and a gain of $1.7 million on the sale of one retail property.
Equity in losses of unconsolidated entities
Equity in losses of unconsolidated entities decreased $0.6 million primarily as a result of the Company acquiring four retail properties from IAGM since January 1, 2023. On December 15, 2023, IAGM was fully liquidated. See "Note 6. Investment in Unconsolidated Entities" in the Notes to the Consolidated Financial Statements for additional information about the Company’s former joint venture.
Other income and expense, net
Other income and expense, net, decreased $1.7 million primarily as a result of decreased non-recurring income from non-operating activities.
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Net Operating Income
We evaluate the performance of our retail properties based on NOI, which excludes general and administrative expenses, depreciation and amortization, other income and expense, net, impairment of real estate assets, gains (losses) from sales of properties, gains (losses) on extinguishment of debt, interest expense, net, equity in earnings (losses) from unconsolidated entities, lease termination income and expense, and GAAP rent adjustments such as amortization of market lease intangibles, amortization of lease incentives, and straight-line rent adjustments ("GAAP Rent Adjustments"). We bifurcate NOI into Same Property NOI and NOI from other investment properties based on whether the retail properties meet our Same Property criteria. NOI from other investment properties includes adjustments for the Company's captive insurance company. A total of 56 retail properties met our Same Property criteria for the years ended December 31, 2024 and 2023.
We believe the supplemental non-GAAP measure of NOI, and the bifurcation into same property NOI and NOI from other investment properties, are important measures in assessing operating performance and provide added comparability across periods when evaluating the Company's financial condition and operating performance that is not readily apparent from Net income in accordance with GAAP.
Reconciliation of Net Income to Non-GAAP Measures
The following table presents the reconciliation of net income, the most directly comparable GAAP measure, to NOI and Same Property NOI:
| Year ended December 31 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | Change, net | ||||||||
| Net income | $ | 13,658 | $ | 5,269 | $ | 8,389 | ||||
| Adjustments to reconcile to non-GAAP metrics: | ||||||||||
| Other income and expense, net | (3,755) | (5,480) | 1,725 | |||||||
| Equity in losses of unconsolidated entities | — | 557 | (557) | |||||||
| Interest expense, net | 37,100 | 38,138 | (1,038) | |||||||
| Loss on extinguishment of debt | — | 15 | (15) | |||||||
| Gain on sale of investment properties, net | (3,857) | (2,691) | (1,166) | |||||||
| Impairment of real estate assets | 3,854 | — | 3,854 | |||||||
| Depreciation and amortization | 113,948 | 113,430 | 518 | |||||||
| General and administrative | 33,172 | 31,797 | 1,375 | |||||||
| Other fee income | — | (80) | 80 | |||||||
| Adjustments to NOI (a) | (7,548) | (7,528) | (20) | |||||||
| NOI | 186,572 | 173,427 | 13,145 | |||||||
| NOI from other investment properties | (24,017) | (18,579) | (5,438) | |||||||
| Same Property NOI | $ | 162,555 | $ | 154,848 | $ | 7,707 |
(a)Adjustments to NOI include lease termination income and expense and GAAP Rent Adjustments.
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Comparison of the components of Same Property NOI for the years ended December 31, 2024 and 2023
| Year ended December 31 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | Change | Variance | |||||||||||
| Minimum base rent | $ | 152,502 | $ | 148,304 | $ | 4,198 | 2.8 | % | ||||||
| Real estate tax recoveries | 29,463 | 28,184 | 1,279 | 4.5 | % | |||||||||
| Common area maintenance, insurance, and other recoveries | 28,788 | 27,799 | 989 | 3.6 | % | |||||||||
| Ground rent income | 14,674 | 14,760 | (86) | (0.6) | % | |||||||||
| Short-term and other lease income | 4,496 | 4,323 | 173 | 4.0 | % | |||||||||
| Provision for uncollectible billed rent and recoveries | (266) | (1,046) | 780 | (74.6) | % | |||||||||
| Other property income | 1,305 | 1,241 | 64 | 5.2 | % | |||||||||
| 230,962 | 223,565 | 7,397 | 3.3 | % | ||||||||||
| Property operating | 36,426 | 37,736 | (1,310) | (3.5) | % | |||||||||
| Real estate taxes | 31,981 | 30,981 | 1,000 | 3.2 | % | |||||||||
| 68,407 | 68,717 | (310) | (0.5) | % | ||||||||||
| Same Property NOI | $ | 162,555 | $ | 154,848 | $ | 7,707 | 5.0 | % |
Same Property NOI increased by $7.7 million, or 5.0%, when comparing the year ended December 31, 2024 to the same period in 2023, and was primarily a result of increased occupancy, ABR PSF, favorable lease spreads, and leases with advantageous fixed recovery terms.
Funds From Operations
The National Association of Real Estate Investment Trusts ("Nareit"), an industry trade group, has promulgated a widely accepted non-GAAP financial measure of operating performance known as Funds From Operations ("Nareit FFO"). Our Nareit FFO is net income (or loss) in accordance with GAAP, excluding gains (or losses) resulting from dispositions of properties, plus depreciation and amortization and impairment charges on depreciable real property. Adjustments for IAGM are calculated to reflect our proportionate share of the joint venture's funds from operations on the same basis.
In calculating Nareit FFO, impairment charges of depreciable real estate assets are added back even though the impairment charge may represent a permanent decline in value due to the decreased operating performance of the applicable property. Furthermore, because gains and losses from sales of property are excluded from Nareit FFO, it is consistent and appropriate that impairments, which are often early recognition of losses on prospective sales of property, also be excluded.
We believe Nareit FFO Applicable to Common Shares and Dilutive Securities, when considered with the financial statements determined in accordance with GAAP, is helpful to investors in understanding our performance because the historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time. Since real estate values historically rise and fall with market conditions, presentations of operating results for a REIT, using historical accounting for depreciation, could be less informative.
Core Funds From Operations ("Core FFO") is an additional supplemental non-GAAP financial measure of our operating performance. In particular, Core FFO provides an additional measure to compare the operating performance of different REITs without having to account for certain remaining amortization assumptions within Nareit FFO and other unique revenue and expense items which some may consider not pertinent to measuring a particular company's on-going operating performance. In that regard, we have historically used Core FFO as an input to our compensation plan to determine cash bonuses and measure the achievement of certain performance-based equity awards.
Our adjustments to Nareit FFO to arrive at Core FFO include removing the impact of (i) amortization of debt discounts and financing costs, (ii) amortization of market-lease intangibles and inducements, net, (iii) depreciation and amortization of corporate assets, (iv) straight-line rent adjustments, (v) gains (or losses) resulting from debt extinguishments (vi) other non-operating revenue and expense items which, in our judgment, are not pertinent to measuring on-going operating performance, and (vii) adjustments for IAGM to reflect our share of the ventures' Core FFO on the same basis. Our calculation of Core FFO Applicable to Common Shares and Dilutive Securities does not consider any capital expenditures.
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Other REITs may use alternative methodologies for calculating similarly titled measures, which may not be comparable to our definition and calculation of Nareit FFO Applicable to Common Shares and Dilutive Securities or Core FFO Applicable to Common Shares and Dilutive Securities. Furthermore, Nareit FFO and Core FFO are not necessarily indicative of cash flow available to fund cash needs and should not be considered as alternatives to net income as an indication of our performance. Nareit FFO and Core FFO should not be considered as alternatives to our cash flows from operating, investing, and financing activities. Nor should Nareit FFO and Core FFO be considered as measures of liquidity, our ability to make cash distributions, or our ability to service our debt.
The following table presents the reconciliation of net income, the most directly comparable GAAP measure, to Nareit FFO Applicable to Common Shares and Dilutive Securities and Core FFO Applicable to Common Shares and Dilutive Securities:
| Year ended December 31 | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Net income | $ | 13,658 | $ | 5,269 | ||
| Depreciation and amortization of real estate assets | 113,055 | 112,578 | ||||
| Impairment of real estate assets | 3,854 | — | ||||
| Gain on sale of investment properties, net | (3,857) | (2,691) | ||||
| Unconsolidated joint venture adjustments (a) | — | 342 | ||||
| Nareit FFO Applicable to Common Shares and Dilutive Securities | 126,710 | 115,498 | ||||
| Amortization of market lease intangibles and inducements, net | (2,804) | (3,343) | ||||
| Straight-line rent adjustments, net | (3,400) | (3,349) | ||||
| Amortization of debt discounts and financing costs | 2,403 | 4,113 | ||||
| Depreciation and amortization of corporate assets | 893 | 852 | ||||
| Non-operating income and expense, net (b) | (1,033) | (1,821) | ||||
| Unconsolidated joint venture adjusting items, net (c) | — | (92) | ||||
| Core FFO Applicable to Common Shares and Dilutive Securities | $ | 122,769 | $ | 111,858 | ||
| Weighted average common shares outstanding - basic | 70,394,448 | 67,531,898 | ||||
| Dilutive effect of unvested restricted shares (d) | 616,120 | 281,282 | ||||
| Weighted average common shares outstanding - diluted | 71,010,568 | 67,813,180 | ||||
| Net income per diluted share | $ | 0.19 | $ | 0.08 | ||
| Per share adjustments for Nareit FFO | 1.59 | 1.62 | ||||
| Nareit FFO per diluted share | $ | 1.78 | $ | 1.70 | ||
| Per share adjustments for Core FFO | (0.05) | (0.05) | ||||
| Core FFO per diluted share | $ | 1.73 | $ | 1.65 |
(a)Reflects the Company’s share of adjustments for IAGM's Nareit FFO on the same basis as InvenTrust.
(b)Reflects items which are not pertinent to measuring on-going operating performance, such as miscellaneous and settlement income, and basis difference recognition arising from acquiring the four remaining properties of IAGM in 2023.
(c)Reflects the Company’s share of adjustments for IAGM's Core FFO on the same basis as InvenTrust.
(d)For purposes of calculating non-GAAP per share metrics, the Company applies the same denominator used in calculating diluted earnings per share in accordance with GAAP.
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Earnings Before Interest, Taxes, Depreciation, and Amortization
Our measure of EBITDA is net income (or loss) in accordance with GAAP, excluding interest expense, net, income tax expense (or benefit), and depreciation and amortization. Adjustments for IAGM are calculated to reflect our proportionate share of the joint venture's EBITDA on the same basis.
Adjusted EBITDA is an additional supplemental non-GAAP financial measure of our operating performance. In particular, Adjusted EBITDA provides an additional measure to compare the operating performance of different REITs without having to account for certain remaining amortization assumptions within EBITDA, certain gains or losses remaining within EBITDA, and other unique revenue and expense items which some may consider not pertinent to measuring a particular company's on-going operating performance.
Our adjustments to EBITDA to arrive at Adjusted EBITDA include removing the impact of (i) gains (or losses) resulting from dispositions of properties, (ii) impairment charges on depreciable real property, (iii) amortization of market-lease intangibles and inducements, (vi) straight-line rent adjustments, (v) gains (or losses) resulting from debt extinguishments, (vi) other non-operating revenue and expense items which, in our judgment, are not pertinent to measuring on-going operating performance, (vii) adjustments for IAGM to reflect our share of the ventures' Adjusted EBITDA on the same basis.
The following table presents the reconciliation of net income, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA:
| Year ended December 31 | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Net income | $ | 13,658 | $ | 5,269 | ||
| Interest expense, net | 37,100 | 38,138 | ||||
| Income tax expense | 543 | 517 | ||||
| Depreciation and amortization | 113,948 | 113,430 | ||||
| Unconsolidated joint venture adjustments (a) | — | 417 | ||||
| EBITDA | 165,249 | 157,771 | ||||
| Impairment of real estate assets | 3,854 | — | ||||
| Gain on sale of investment properties, net | (3,857) | (2,691) | ||||
| Amortization of market-lease intangibles and inducements, net | (2,804) | (3,343) | ||||
| Straight-line rent adjustments, net | (3,400) | (3,349) | ||||
| Non-operating income and expense, net (b) | (1,033) | (1,821) | ||||
| Unconsolidated joint venture adjusting items, net (c) | — | (108) | ||||
| Adjusted EBITDA | $ | 158,009 | $ | 146,459 |
(a)Reflects the Company's share of adjustments for IAGM's EBITDA on the same basis as InvenTrust.
(b)Reflects items which are not pertinent to measuring on-going operating performance, such as miscellaneous and settlement income, and basis difference recognition arising from acquiring the four remaining properties of IAGM in 2023.
(c)Reflects the Company’s share of adjustments for IAGM's Adjusted EBITDA on the same basis as InvenTrust.
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Liquidity and Capital Resources
Capital Investments and Leasing Costs
Operating retail properties generally require capital investments, including value-enhancing development and redevelopment projects and leasing commissions.
The following table summarizes the capital resources used for capital investments and leasing costs on a cash basis:
| Year ended December 31 | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Tenant improvements | $ | 9,096 | $ | 7,945 | ||
| Leasing costs | 3,762 | 3,888 | ||||
| Property improvements | 11,486 | 17,424 | ||||
| Capitalized indirect costs (a) | 1,435 | 1,929 | ||||
| Total capital expenditures and leasing costs | 25,779 | 31,186 | ||||
| Development and redevelopment direct costs | 9,253 | 3,788 | ||||
| Development and redevelopment indirect costs (a) | 1,084 | 770 | ||||
| Capital investments and leasing costs (b) | $ | 36,116 | $ | 35,744 |
(a)Indirect costs include capitalized interest, real estate taxes, insurance, and payroll costs.
(b)As of December 31, 2024 and 2023, total accrued capital investments and leasing costs were $3,620 and $2,562, respectively.
Short-Term Liquidity and Capital Resources
On a short-term basis, our principal uses for funds are to pay our operating and corporate expenses, interest and principal on our indebtedness, property capital expenditures, and to make distributions to our stockholders.
Our ability to maintain adequate liquidity for our operations in the future is dependent upon a number of factors, including our revenue, macroeconomic conditions, our ability to contain costs, including capital expenditures, and to collect rents and other receivables, and various other factors, many of which are beyond our control. We will continue to monitor our liquidity position and may seek to raise funds through debt or equity financing in the future to fund operations, significant investments or acquisitions that are consistent with our strategy. Our ability to raise these funds may also be diminished by other macroeconomic factors.
Long-Term Liquidity and Capital Resources
Our objectives are to maximize revenue generated by our retail platform, to further enhance the value of our retail properties to produce attractive current yield and long-term returns for our stockholders, and to generate sustainable and predictable cash flow from our operations to distribute to our stockholders.
Any future determination to pay distributions will be at the discretion of our Board and will depend on our financial condition, capital requirements, restrictions contained in current or future financing instruments, and such other factors as our Board deems relevant.
Our primary sources and uses of capital are as follows:
| Sources | Uses | |
|---|---|---|
| •Operating cash flows from our real estate investments;•Proceeds from sales of properties; •Proceeds from mortgage loan borrowings on properties;•Proceeds from corporate borrowings and debt financings;•Proceeds from any ATM Program activities or other equity offerings; and•Proceeds from our Series A and Series B Notes offering or other debt offerings. | •To invest in properties or fund acquisitions;•To fund development, re-development, maintenance and capital expenditures or leasing incentives;•To make distributions to our stockholders; •To service or pay down our debt; •To pay our operating expenses;•To repurchase shares of our common stock; and•To fund other general corporate uses. |
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On September 25, 2024, we completed an underwritten public offering of our common stock at a price to the public of $28.00 per share. We issued and sold 9,200,000 shares of our common stock, including 1,200,000 shares issued in connection with the full exercise of the underwriters' over-allotment option. We received $247.3 million of net proceeds, after deducting $10.3 million in underwriting discounts and commissions.
In the first quarter of 2022, we entered into an ATM Program pursuant to which we may sell shares of our common stock up to an aggregate purchase price of $250.0 million. During the quarter ended December 31, 2024, we raised $7.8 million of net proceeds, after $0.1 million in commissions, under the ATM Program, through the issuance of 254,082 shares of common stock at a weighted average price of $30.96 per share. As of December 31, 2024, $236.7 million of common stock remains available for issuance under the ATM Program.
We believe our status as an NYSE-listed issuer will facilitate supplementing our capital sources by selling equity securities of the Company under the ATM Program or otherwise if and when we believe appropriate to do so. Also, from time to time, we may seek to acquire amounts of our outstanding common stock through cash purchases or exchanges for other securities. Such purchases or exchanges, if any, will depend on our liquidity requirements, contractual restrictions, and other factors. At this time, we believe our current sources of liquidity are sufficient to meet our short- and long-term cash demands.
Off Balance Sheet Arrangements
None.
Summary of Cash Flows
| Year ended December 31 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||||||
| Cash provided by operating activities | $ | 136,876 | $ | 129,621 | $ | 7,255 | ||||
| Cash used in investing activities | (240,535) | (79,718) | (160,817) | |||||||
| Cash provided by (used in) financing activities | 95,117 | (87,902) | 183,019 | |||||||
| Decrease in cash, cash equivalents and restricted cash | (8,542) | (37,999) | 29,457 | |||||||
| Cash, cash equivalents and restricted cash at beginning of year | 99,763 | 137,762 | (37,999) | |||||||
| Cash, cash equivalents and restricted cash at end of year | $ | 91,221 | $ | 99,763 | $ | (8,542) |
Cash provided by operating activities of $136.9 million and $129.6 million for the years ended December 31, 2024 and 2023, respectively, was generated primarily from income from property operations. Cash provided by operating activities increased $7.3 million when comparing 2024 to 2023, primarily as a result of acquisition activity in excess of disposition activity and general fluctuations in working capital. Since January 1, 2023, we have acquired twelve retail properties and disposed of two retail properties.
Cash used in investing activities of $240.5 million for the year ended December 31, 2024, was primarily the result of:
•$268.1 million for acquisitions of investment properties,
•$36.1 million for capital investments and leasing costs, and
•$1.4 million from other investing activities, which was partially offset by:
•$65.1 million from the sale of investment properties.
Cash used in investing activities of $79.7 million for the year ended December 31, 2023, was primarily the result of:
•$152.0 million for acquisitions of investment properties, and
•$35.8 million for capital investments and leasing costs, which were partially offset by:
•$95.1 million from distributions from unconsolidated entities,
•$12.6 million from the sale of investment properties, and
•$0.4 million from other investing activities.
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Cash provided by financing activities of $95.1 million for the year ended December 31, 2024, was primarily the result of:
•$257.6 million in proceeds from the public offering of our common stock,
•$8.4 million from proceeds from the sale of common stock under the ATM and ESPP, which were partially offset by:
•$93.4 million for pay-off of debt and other financing activities,
•$62.8 million to pay distributions,
•$12.1 million for costs incurred in relation to sales of our common stock, and
•$2.6 million for the payment of tax withholdings for share-based compensation.
Cash used in financing activities of $87.9 million for the year ended December 31, 2023, was primarily the result of:
•$57.5 million to pay distributions,
•$33.8 million for pay-off of debt, debt prepayment penalties, principal payments of mortgage debt, payment of loan fees, and other financing activities, and
•$1.6 million for the payment of tax withholdings for share-based compensation, which was partially offset by:
•$5.0 million from net proceeds from the sale of common stock under the ESPP and ATM.
We consider all demand deposits, money market accounts and investments in certificates of deposit and repurchase agreements with a maturity of three months or less, at the date of purchase, to be cash equivalents. We maintain our cash and cash equivalents at major financial institutions. The combined account balances at one or more institutions generally exceed the FDIC insurance coverage. We periodically assess the credit risk associated with these financial institutions. We believe insignificant credit risk exists related to amounts on deposit in excess of FDIC insurance coverage.
Acquisitions and Dispositions of Real Estate Investments
In 2024, we acquired seven retail properties for an aggregate gross acquisition price of $282.1 million. In 2023, we acquired five retail properties for an aggregate gross acquisition price of $244.0 million.
In 2024, we disposed of one retail property and an outparcel adjacent to an existing retail property and completed a partial condemnation at one retail property for an aggregate gross disposition price of $68.6 million. In 2023, we disposed of one retail property for an aggregate gross disposition price of $13.1 million.
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Distributions
During the year ended December 31, 2024, we declared cash distributions to our stockholders totaling $65.7 million and paid cash distributions of $62.8 million.
As we execute on our retail strategy, the Board evaluated and expects to continue evaluating our distribution rate on a periodic basis. See "Part I. Item 1. Business - Business Strategy" for more information regarding our retail strategy. The following table presents a historical summary of distributions declared, paid and reinvested.
| Year ended December 31 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2021 | 2020 | ||||||||||||||
| Distributions declared | $ | 65,697 | $ | 58,248 | $ | 55,337 | $ | 55,721 | $ | 54,604 | ||||||||
| Distributions paid | $ | 62,779 | $ | 57,491 | $ | 55,302 | $ | 55,561 | $ | 54,214 | ||||||||
| Distributions reinvested | $ | — | $ | — | $ | — | $ | — | $ | 185 |
Borrowings
Mortgages Payable, Maturities
The following table summarizes the scheduled maturities of our mortgages payable as of December 31, 2024.
| Scheduled maturities by year: | Principal Balance | |
|---|---|---|
| 2025 | $ | 35,880 |
| 2026 | — | |
| 2027 | 26,000 | |
| 2028 | — | |
| 2029 | 31,500 | |
| Thereafter | — | |
| Total mortgages payable | $ | 93,380 |
Credit Agreements, Maturities
The following table summarizes the outstanding borrowings under our unsecured term loans as of December 31, 2024.
| Maturity Date | Interest Rate | Principal Balance | |||||||
|---|---|---|---|---|---|---|---|---|---|
| $200.0 million 5 year | 9/22/26 | 2.81% (a) | $ | 100,000 | |||||
| $200.0 million 5 year | 9/22/26 | 2.81% (a) | 100,000 | ||||||
| $200.0 million 5.5 year | 3/22/27 | 2.78% (a) | 50,000 | ||||||
| $200.0 million 5.5 year | 3/22/27 | 2.84% (a) | 50,000 | ||||||
| $200.0 million 5.5 year | 3/22/27 | 4.99% (a) | 100,000 | ||||||
| Total | $ | 400,000 |
(a)Interest rates reflect the fixed rates achieved through the Company's interest rate swaps.
Senior Notes, Maturities
The following table summarizes the outstanding borrowings under our Senior Notes as of December 31, 2024.
| Maturity Date | Fixed Interest Rate | Principal Balance | |||||
|---|---|---|---|---|---|---|---|
| $150.0 million Series A | 8/11/29 | 5.07% | $ | 150,000 | |||
| $100.0 million Series B | 8/11/32 | 5.20% | 100,000 | ||||
| $ | 250,000 |
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Contractual Obligations
We have obligations related to our mortgage loans, senior notes, term loans, and revolving credit facility as described in "Note 8. Debt" in the consolidated financial statements.
The following table presents our obligations to make future payments under debt and lease agreements as of December 31, 2024, exclusive of debt discounts and financing costs which are not future cash obligations.
| Payments due by year ending December 31 | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter | Total | ||||||||||||||||||||
| Long term debt: | ||||||||||||||||||||||||||
| Fixed rate debt, principal (a) | $ | 35,880 | $ | 200,000 | $ | 226,000 | $ | — | $ | 181,500 | $ | 100,000 | $ | 743,380 | ||||||||||||
| Interest | 30,467 | 27,891 | 17,089 | 14,853 | 11,081 | 13,578 | 114,959 | |||||||||||||||||||
| Total long term debt | 66,347 | 227,891 | 243,089 | 14,853 | 192,581 | 113,578 | 858,339 | |||||||||||||||||||
| Operating leases (b) | 511 | 517 | 529 | 522 | 493 | 293 | 2,865 | |||||||||||||||||||
| Grand total | $ | 66,858 | $ | 228,408 | $ | 243,618 | $ | 15,375 | $ | 193,074 | $ | 113,871 | $ | 861,204 |
(a)Includes variable rate debt swapped to fixed rates through the Company's interest rate swaps.
(b)Includes leases on corporate office spaces.
Critical Accounting Estimates
General
The accompanying consolidated financial statements have been prepared in accordance with GAAP, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates, judgments, and assumptions are required in a number of areas, including, but not limited to, evaluating the collectibility of accounts receivable, allocating the purchase price of acquired retail properties, and evaluating the impairment of long-lived assets. We base these estimates, judgments and assumptions on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results may differ from these estimates.
Acquisition of Real Estate
We evaluate the inputs, processes and outputs of each asset acquired to determine if the transaction is a business combination or asset acquisition. If an acquisition qualifies as a business combination, the related transaction costs are expensed. If an acquisition qualifies as an asset acquisition, the related transaction costs are generally capitalized and amortized over the useful life of the acquired assets. Generally, our acquisitions of real estate qualify as asset acquisitions.
We allocate the purchase price of real estate to land, building, other building improvements, tenant improvements, intangible assets and liabilities (such as the value of above- and below-market leases, in-place leases and origination costs associated with in-place leases). The values of above- and below-market leases are recorded as intangible assets and intangible liabilities, respectively, and are amortized as either a decrease (in the case of above-market leases) or an increase (in the case of below-market leases) to lease income, net over the remaining term of the associated tenant lease. The values, if any, associated with in-place leases are recorded in intangible assets and are amortized to depreciation and amortization expense over the remaining lease term.
The difference between the contractual rental rates and our estimate of market rental rates is measured over a period equal to the remaining non-cancelable term of the leases plus the term of any below-market renewal options. For the amortization period, the remaining term of leases with renewal options at terms below market reflect the assumed exercise of such below-market renewal options, if reasonably assured.
If a tenant vacates its space prior to the contractual expiration of the lease and no rental payments are being made on the lease, any unamortized balance of the related intangible asset or liability is written off. Tenant improvements are depreciated and origination costs are amortized over the remaining term of the lease or charged against earnings if the lease is terminated prior to its contractual expiration date.
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With the assistance of a third-party valuation specialist, we perform the following procedures for assets acquired:
•Estimate the value of the property "as if vacant" as of the acquisition date;
•Allocate the value of the property among land, building, and other building improvements and determine the associated useful life for each;
•Calculate the value and associated life of above- and below-market leases on a tenant-by-tenant basis. The difference between the contractual rental rates and our estimate of market rental rates is measured over a period equal to the remaining term of the leases (using a discount rate which reflects the risks associated with the leases acquired, including geographical location, size of leased area, tenant profile and credit risk);
•Estimate the fair value of the tenant improvements, legal costs and leasing commissions incurred to obtain the leases and calculate the associated useful life for each;
•Estimate the fair value of assumed debt, if any; and
•Estimate the intangible value of the in-place leases based on lease execution costs of similar leases as well as lost rent payments during an assumed lease-up period and their associated useful lives on a tenant-by-tenant basis.
Impairment of Long Lived Assets
We assess the carrying values of our long-lived tangible and intangible assets whenever events or changes in circumstances indicate that they may not be fully recoverable. An example of an event or changed circumstance is a reduction in the expected holding period of a property. When such event or circumstances occur, if it is expected that the carrying value is not recoverable, because the expected undiscounted cash flows do not exceed that carrying value, we recognize an impairment loss to the extent that the carrying value exceeds the estimated fair value. The valuation and possible subsequent impairment of investment properties is a significant estimate that can and does change based on our continuous process of analyzing each property's economic condition over time and reviewing and updating assumptions about uncertain inherent factors, including observable inputs such as contractual revenues and unobservable inputs such as forecasted revenues and expenses, estimated net disposition proceeds, discount and capitalization rates. These unobservable inputs are based on market conditions and the property's expected growth rates. Assumptions and estimates about future cash flows and discount and capitalization rates are complex and subjective. Changes in economic and operating conditions and in our ultimate investment intent that occur subsequent to the impairment analyses could impact these assumptions and result in additional impairment.
Our assessment of expected hold period for investment properties evaluated for impairment is of particular significance because of the material impact it has on the evaluation of the property's recoverability. Changes in our disposition strategy or changes in the marketplace may alter the expected hold period of a property which may result in an impairment loss and such loss could be material to the Company's financial condition or operating performance.
Inflation
With respect to current economic conditions and governmental fiscal policy, inflation has become a greater risk. Rising inflation may affect our and our tenants' expenses, including, without limitation, by increasing product prices and costs such as wages, benefits, taxes, property and casualty insurance, borrowing costs and utilities. We rely on the performance of our assets to increase revenues in order to keep pace with inflation. We may not be able to offset high rates of inflation through rent increases due to the long-term nature of some of our leases.
A number of our leases contain provisions designed to partially mitigate adverse impacts of inflation. Our leases typically require the tenant to pay its share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in these costs resulting from inflation, although some larger tenants have capped the amount of these operating costs they are responsible for. A portion of our leases also include clauses enabling us to receive percentage rents based on a tenant's gross sales above specified levels or rental escalation clauses which are typically based on increases in the Consumer Price Index or similar inflation indices.
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