ivt-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2025

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

For the transition period from to

Commission File Number: 001-40896

INVENTRUST PROPERTIES CORP.

(Exact name of registrant as specified in its charter)

Maryland

34-2019608

(State or other jurisdiction of incorporation or organization)

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

3025 Highland Parkway,

Suite 350

Downers Grove,

Illinois

60515

(855)

377-0510

(Address of principal executive offices) (Zip Code)

(Registrant’s telephone number, including area code)

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, $0.001 par value

IVT

New York Stock Exchange

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

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

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

As of April 28, 2025, there were 77,567,764 shares of the registrant's common stock outstanding.

INVENTRUST PROPERTIES CORP.

Quarterly Report on Form 10-Q

For the quarterly period ended March 31, 2025

Table of Contents


	Part I - Financial Information	Page
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024	1
	Condensed Consolidated Statements of Operations and Comprehensive Income for the three months ended Marc h 3 1 , 202 5 and 202 4 (unaudited)	2
	Condensed Consolidated Statements of Equity for the three months ended March 3 1 , 202 5 and 202 4 (unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the three months ended March 3 1 , 202 5 and 202 4 (unaudited)	4
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	26
	Part II - Other Information
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	27

	Signatures	28

-i-

INVENTRUST PROPERTIES CORP.

Condensed Consolidated Balance Sheets

(in thousands, except share amounts)


	As of
	March 31, 2025		December 31, 2024
	(unaudited)
Assets
Investment properties
Land	$	712,827	$	712,827
Building and other improvements	2,118,527		2,116,092
Construction in progress	6,245		9,951
Total	2,837,599		2,838,870
Less accumulated depreciation	(524,831)		(511,969)
Net investment properties	2,312,768		2,326,901
Cash, cash equivalents, and restricted cash	84,579		91,221
Intangible assets, net	128,956		137,420
Accounts and rents receivable	33,798		36,131
Deferred costs and other assets, net	45,404		44,277
Total assets	$	2,605,505	$	2,635,950

Liabilities
Debt, net	$	740,745	$	740,415
Accounts payable and accrued expenses	30,371		46,418
Distributions payable	18,438		17,512
Intangible liabilities, net	41,548		42,897
Other liabilities	29,597		28,703
Total liabilities	860,699		875,945
Commitments and contingencies

Stockholders' Equity
Preferred stock, $0.001 par value, 40,000,000 shares authorized, none outstanding	—		—
Common stock, $0.001 par value, 146,000,000 shares authorized, 77,567,764 shares issued and outstanding as of March 31, 2025 and 77,450,794 shares issued and outstanding as of December 31, 2024	78		77
Additional paid-in capital	5,730,641		5,730,367
Distributions in excess of accumulated net income	(3,996,511)		(3,984,865)
Accumulated comprehensive income	10,598		14,426
Total stockholders' equity	1,744,806		1,760,005
Total liabilities and stockholders' equity	$	2,605,505	$	2,635,950

See accompanying notes to the condensed consolidated financial statements.

INVENTRUST PROPERTIES CORP.

Condensed Consolidated Statements of Operations and Comprehensive Income

(Unaudited)

(in thousands, except share and per share amounts)


	Three months ended March 31
		2025		2024
Income
Lease income, net		$	73,389	$	66,493
Other property income		382		305
Total income		73,771		66,798

Operating expenses
Depreciation and amortization		30,614		28,168
Property operating		10,747		9,999
Real estate taxes		9,356		8,981
General and administrative		8,547		7,974
Total operating expenses		59,264		55,122

Other (expense) income
Interest expense, net		(8,322)		(9,634)



Other income and expense, net		607		858
Total other (expense) income, net		(7,715)		(8,776)

Net income		$	6,792	$	2,900

Weighted-average common shares outstanding - basic		77,563,971		67,874,528
Weighted-average common shares outstanding - diluted		78,160,787		68,272,050

Net income per common share - basic		$	0.09	$	0.04
Net income per common share - diluted		$	0.09	$	0.04

Comprehensive income
Net income		$	6,792	$	2,900
Unrealized (loss) gain on derivatives, net		(1,586)		7,319
Reclassification to net income		(2,242)		(3,317)
Comprehensive income		$	2,964	$	6,902

See accompanying notes to the condensed consolidated financial statements.

INVENTRUST PROPERTIES CORP.

Condensed Consolidated Statements of Equity

(Unaudited)

(in thousands, except share amounts)


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

Beginning balance, January 1, 2025	77,450,794	$	77	$	5,730,367	$	(3,984,865)	$	14,426	$	1,760,005
Net income	—	—		—		6,792		—		6,792
Unrealized loss on derivatives	—	—		—		—		(1,586)		(1,586)
Reclassification to interest expense, net	—	—		—		—		(2,242)		(2,242)
Distributions declared ($0.2377 per common share)	—	—		—		(18,438)		—		(18,438)
Stock-based compensation, net	116,970	1		274		—		—		275
Ending balance, March 31, 2025	77,567,764	$	78	$	5,730,641	$	(3,996,511)	$	10,598	$	1,744,806


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

Beginning balance, January 1, 2024	67,807,831	$	68	$	5,468,728	$	(3,932,826)	$	18,074	$	1,554,044
Net income	—	—		—		2,900		—		2,900
Unrealized gain on derivatives	—	—		—		—		7,319		7,319
Reclassification to interest expense, net	—	—		—		—		(3,317)		(3,317)
Distributions declared ($0.2263 per common share)	—	—		—		(15,360)		—		(15,360)
Stock-based compensation, net	66,697	—		2,463		—		—		2,463
Ending balance, March 31, 2024	67,874,528	$	68	$	5,471,191	$	(3,945,286)	$	22,076	$	1,548,049

See accompanying notes to the condensed consolidated financial statements.

INVENTRUST PROPERTIES CORP.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)


	Three months ended March 31
	2025		2024
Cash flows from operating activities:
Net income	$	6,792	$	2,900
Adjustments to reconcile to net cash provided by operating activities:
Depreciation and amortization	30,614		28,168
Amortization of market-lease intangibles and inducements, net	(895)		(576)
Amortization of debt discounts and financing costs	683		575
Straight-line rent adjustments, net	(894)		(906)
Reversal of estimated credit losses	(33)		(46)





Stock-based compensation, net	2,766		2,191
Changes in operating assets and liabilities:
Accounts and rents receivable	3,260		6,539
Deferred costs and other assets, net	(4,852)		(4,749)
Accounts payable and accrued expenses	(17,780)		(17,311)
Other liabilities	520		(1,982)
Net cash provided by operating activities	20,181		14,803
Cash flows from investing activities:
Purchase of investment properties	—		(16,527)
Capital investments and leasing costs	(7,373)		(7,093)




Other investing activities, net	272		(39)

Net cash used in investing activities	(7,101)		(23,659)
Cash flows from financing activities:
Payment of tax withholdings for share-based compensation	(2,420)		(1,197)

Proceeds from sale of common stock under ESPP	210		—

Distributions to shareholders	(17,512)		(14,594)











Net cash used in financing activities	(19,722)		(15,791)
Net decrease in cash, cash equivalents, and restricted cash	(6,642)		(24,647)
Cash, cash equivalents, and restricted cash at the beginning of the period	91,221		99,763
Cash, cash equivalents, and restricted cash at the end of the period	$	84,579	$	75,116

INVENTRUST PROPERTIES CORP.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)


	Three months ended March 31
	2025		2024
Supplemental disclosure and schedules:
Cash flow disclosure, including non-cash activities:
Cash paid for interest, net of capitalized interest	$	10,892	$	12,713
Cash paid for income taxes, net of refunds	3		3
Distributions payable to shareholders	18,438		15,360
Accrued capital investments and leasing costs	4,950		5,588
Capitalized costs placed in service	7,248		3,066
Gross issuance of shares for stock-based compensation	5,895		2,888

Purchase of investment properties:
Net investment properties	$	—	$	25,286
Accounts and rents receivable, lease intangibles, and deferred costs and other assets	—		4,477
Accounts payable and accrued expenses, lease intangibles, and other liabilities	—		(646)
Assumption of mortgage debt, at fair value	—		(12,590)
Cash outflow for purchase of investment properties, net	—		16,527
Assumption of mortgage principal	—		13,000
Capitalized acquisition costs	—		(108)
Credits and other changes in cash outflow, net	—		81
Gross acquisition price of investment properties	$	—	$	29,500

See accompanying notes to the condensed consolidated financial statements.

INVENTRUST PROPERTIES CORP.

Notes to Condensed Consolidated Financial Statements

March 31, 2025 and 2024

(Unaudited)

The accompanying condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP") for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. Readers of these interim condensed consolidated financial statements in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (this "Quarterly Report") should refer to the audited consolidated financial statements of InvenTrust Properties Corp. (the "Company" or "InvenTrust") as of and for the year ended December 31, 2024, which are included in the Company's Annual Report on Form 10-K (the "Annual Report") as certain note disclosures contained in such audited consolidated financial statements have been omitted from this Quarterly Report. In the opinion of management, all adjustments necessary (consisting of normal recurring accruals, except as otherwise noted) for a fair presentation have been included in these condensed consolidated financial statements. Unless otherwise noted, all square feet and dollar amounts are stated in thousands, except share, per share and per square foot data. Number of properties and square feet are unaudited.

1. Organization

On October 4, 2004, InvenTrust Properties Corp. was incorporated as Inland American Real Estate Trust, Inc., a Maryland corporation, and elected to operate in a manner to be taxed as a real estate investment trust ("REIT") for federal tax purposes. The Company changed its name to InvenTrust Properties Corp. in April of 2015 and is focused on owning, leasing, redeveloping, acquiring, and managing a multi-tenant retail platform.

As a REIT, the Company is entitled to a tax deduction for some or all of the dividends paid to stockholders. Accordingly, the Company generally will not be subject to federal income taxes as long as it currently distributes to stockholders an amount equal to or in excess of the Company's taxable income. If the Company fails to qualify as a REIT in any taxable year, without the benefit of certain relief provisions, the Company will be subject to federal and state income tax on its taxable income at regular corporate tax rates.

The accompanying condensed consolidated financial statements include the accounts of the Company, as well as all wholly-owned subsidiaries. Subsidiaries generally consist of limited liability companies and limited partnerships. All significant intercompany balances and transactions have been eliminated. Each retail property is owned by a separate legal entity that maintains its own books and financial records. Each separate legal entity's assets are not available to satisfy the liabilities of other affiliated entities.

The Company has a single reportable segment, multi-tenant retail, for disclosure purposes in accordance with GAAP. The following table summarizes the Company's retail portfolio as of March 31, 2025 and 2024:


	As of March 31
	2025	2024
No. of properties	68	63
Gross Leasable Area (square feet)	10,972	10,385

2. Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates, judgments, and assumptions are required in a number of areas, including, but not limited to, evaluating the impairment of long-lived assets, allocating the purchase price of acquired retail properties, determining the fair value of debt, and evaluating the collectibility of accounts receivable. The Company bases these estimates, judgments, and assumptions on historical experience and various other factors that the Company believes to be reasonable under the circumstances. Actual results may differ from these estimates.

Recently Issued Accounting Pronouncements Not Yet Adopted

The following table summarizes recently issued accounting pronouncements and the potential impact on the Company:

Standard

Description

Effective date

Effect on the financial statements
or other significant matters

ASU No. 2024-03
Disaggregation of Income Statement Expenses (Subtopic 220-40) and related updates

The Accounting Standards Update ("ASU") is intended to improve financial reporting by requiring more granular disclosures about an entity’s expenses so investors can better understand performance, prospects for future cash flows and comparability over time.

The primary goal is to improve the decision-usefulness of expense information through disaggregation of relevant expense captions in the notes to the financial statements.

Annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.

The Company continues to evaluate
this guidance and expects the impact to be limited to incremental disclosure.

The Company does not expect the standard to have an impact on the Company's financial position, results of operations, or cash flows.

Other recently issued accounting standards or pronouncements not disclosed in the foregoing table have been excluded because they are either not relevant to the Company, or are not expected to have, or did not have, a material effect on the condensed consolidated financial statements of the Company.

3. Revenue Recognition

Operating Leases

Minimum lease payments to be received under long-term operating leases and short-term specialty leases, excluding additional percentage rent based on tenants' sales volume and tenant reimbursements of certain operating expenses, and assuming no exercise of renewal options or early termination rights, are as follows:


	As of March 31, 2025
Remaining 2025	$	158,735
2026	200,522
2027	168,328
2028	141,824
2029	112,521
Thereafter	387,146
Total	$	1,169,076

The foregoing table includes payments from tenants who have taken possession of their space and tenants who have been moved to the cash basis of accounting for revenue recognition purposes. The remaining lease terms range from less than one year to fifty-six years.

The following table reflects the disaggregation of lease income, net:


	Three months ended March 31
		2025		2024
Minimum base rent		$	47,066	$	42,447
Real estate tax recoveries		8,599		8,105
Common area maintenance, insurance, and other recoveries		9,399		7,854
Ground rent income		5,076		4,737
Amortization of market-lease intangibles and inducements, net		895		576
Short-term and other lease income		1,417		1,261
Termination fee income		10		561
Straight-line rent adjustments, net		894		906
Reversal of uncollectible rent and recoveries, net		33		46
Lease income, net		$	73,389	$	66,493

4. Acquired Properties

There were no properties acquired during the three months ended March 31, 2025.

The following table reflects the retail property acquired, accounted for as an asset acquisition, during the three months ended March 31, 2024:


Month Acquired	Property	Metropolitan Area	Square Feet	Gross Acquisition Price		Intangible Assets		Intangible Liabilities		Assumption of Mortgage Debt
Feb-24	The Plant (a)	Phoenix, AZ	57	$	29,500	$	4,467	$	540	$	13,000

(a)The Company recognized a fair value adjustment of $410 related to the mortgage payable secured by the property.

Transaction costs of $108 were capitalized during the three months ended March 31, 2024.

5. Disposed Properties

There were no properties disposed of during the three months ended March 31, 2025 and 2024.

6. Debt

The Company's debt consists of mortgages payable, unsecured term loans, senior notes, and an unsecured revolving line of credit. The Company believes it has the ability to repay, refinance, or extend any of its debt, and that it has adequate sources of funds to meet short-term cash needs. It is anticipated that the Company will use proceeds from property sales, cash on hand, and available capacity on credit agreements, if any, to repay, refinance or extend the mortgages payable maturing in the near term.

The Company's credit agreements and mortgage loans require compliance with certain covenants, such as debt service coverage ratios, investment restrictions, and distribution limitations. As of March 31, 2025 and December 31, 2024, the Company was in compliance with all loan covenants.

Credit Agreements

The Company has a $500.0 million revolving credit facility (the "Revolving Credit Facility"). The Revolving Credit Facility is scheduled to mature on January 15, 2029, with one 6-month extension option. As of March 31, 2025, the Company had available liquidity of $500.0 million under the Revolving Credit Facility.

The Company has a $400.0 million term loan (the "Term Loan"), which consists of a $200.0 million 5-year tranche maturing on September 22, 2026, and a $200.0 million 5.5-year tranche maturing on March 22, 2027.

Interest Rate Swaps

As of March 31, 2025, the Company is party to five effective interest rate swap agreements which achieve fixed interest rates through the maturity dates of the Term Loan.

Senior Notes

The Company issued $250.0 million aggregate principal amount of senior notes in a private placement, of which (i) $150.0 million are designated as 5.07% Senior Notes, Series A, due August 11, 2029 (the "Series A Notes") and (ii) $100.0 million are designated as 5.20% Senior Notes, Series B, due August 11, 2032 (the "Series B Notes" and, together with the Series A Notes, the "Notes"). The Notes were issued at par and pay interest semiannually on February 11th and August 11th until their respective maturities. The Notes will be required to be absolutely and unconditionally guaranteed by certain subsidiaries of the Company that guarantee certain material credit facilities of the Company. Currently, there are no subsidiary guarantees of the Notes.

The following table summarizes the Company's debt as of March 31, 2025 and December 31, 2024:


			As of March 31, 2025			As of December 31, 2024
	Maturity	Rate Type	Interest Rate	Amount		Interest Rate	Amount
Mortgages Payable
Fixed rate mortgages payable	Various	Fixed	3.97% (a)	$	93,380	3.97% (a)	$	93,380
Total				93,380			93,380

Term Loan
$200.0 million 5 year	Sep-26	Fixed	2.81% (b)	100,000		2.81% (b)	100,000
$200.0 million 5 year	Sep-26	Fixed	2.81% (b)	100,000		2.81% (b)	100,000
$200.0 million 5.5 year	Mar-27	Fixed	2.78% (b)	50,000		2.78% (b)	50,000
$200.0 million 5.5 year	Mar-27	Fixed	2.84% (b)	50,000		2.84% (b)	50,000
$200.0 million 5.5 year	Mar-27	Fixed	4.99% (b)	100,000		4.99% (b)	100,000
Total				400,000			400,000

Senior Notes
$150.0 million Series A Notes	Aug-29	Fixed	5.07%	150,000		5.07%	150,000
$100.0 million Series B Notes	Aug-32	Fixed	5.20%	100,000		5.20%	100,000
Total				250,000			250,000

Revolving Line of Credit
$500.0 million total capacity	Jan-29	Variable	1M SOFR + 1.15% (c)(d)	—		1M SOFR + 1.15% (c)(d)	—

Total debt			4.03%	743,380		4.03%	743,380
Debt discounts and financing costs, net				(2,635)			(2,965)
Debt, net				$	740,745		$	740,415

(a)Interest rates reflect the weighted average of the Company's mortgages payable.

(b)Interest rates reflect the fixed rates achieved through the Company's interest rate swaps.

(c)As of March 31, 2025 and December 31, 2024, 1-Month Term SOFR was 4.32% and 4.33%, respectively.

(d)Interest rate applies to drawn balance only. Additional annual facility fee of 0.15% applies to entire line of credit capacity.

The following table summarizes the scheduled maturities of the Company's mortgages payable as of March 31, 2025:


Scheduled maturities by year:	Principal Balance
Remaining 2025	$	35,880
2026	—
2027	26,000
2028	—
2029	31,500
Thereafter	—
Total	$	93,380

7. Fair Value Measurements

Recurring Measurements

The following financial instruments are remeasured at fair value on a recurring basis:


	Fair Value Measurements as of
	March 31, 2025				December 31, 2024
Cash Flow Hedges: (a) (b)	Level 1	Level 2 (c)		Level 3	Level 1	Level 2 (c)		Level 3
Derivative interest rate swaps	—	$	10,598	—	—	$	14,426	—

(a)During the twelve months subsequent to March 31, 2025, an estimated $7,323 of derivative interest rate balances recognized in accumulated comprehensive income will be reclassified into earnings.

(b)As of March 31, 2025 and December 31, 2024, the Company determined that the credit valuation adjustments associated with nonperformance risk are not significant to the overall valuation of its derivatives. As a result, the Company's derivative valuations in their entirety are classified as Level 2 of the fair value hierarchy.

(c)Derivative assets or liabilities are recognized as a part of deferred costs and other assets, net or other liabilities, respectively.

Nonrecurring Measurements

Investment Properties

During the three months ended March 31, 2025 and 2024, the Company had no Level 3 nonrecurring fair value measurements.

Financial Instruments Not Measured at Fair Value

The table below summarizes the estimated fair value of financial instruments presented at carrying values in the Company's condensed consolidated financial statements as of March 31, 2025 and December 31, 2024:

March 31, 2025

December 31, 2024

Carrying Value

Estimated
Fair Value