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 June 30, 2022

or

☐    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

(Address of principal executive offices)

(Zip Code)

(855)

377-0510

(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 August 1, 2022, there were 67,427,571 shares of the registrant's common stock outstanding.

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INVENTRUST PROPERTIES CORP.

Quarterly Report on Form 10-Q

For the quarterly period ended June 30, 2022

Table of Contents

			Part I - Financial Information			Page
Item 1.			Financial Statements
			Condensed Consolidated Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021			1
			Condensed Consolidated Statements of Operations and Comprehensive Income for the three and six months ended June 30, 2022 and 2021 (unaudited)			2
			Condensed Consolidated Statements of Equity for the three and six months ended June 30, 2022 and 2021 (unaudited)			3
			Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021 (unaudited)			5
			Notes to Condensed Consolidated Financial Statements			7
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			17
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			31
Item 4.			Controls and Procedures			32
			Part II - Other Information
Item 1.			Legal Proceedings			32
Item 1A.			Risk Factors			32
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			32
Item 3.			Defaults Upon Senior Securities			32
Item 4.			Mine Safety Disclosures			32
Item 5.			Other Information			32
Item 6.			Exhibits			33
			Signatures			34

-i-

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INVENTRUST PROPERTIES CORP.

Condensed Consolidated Balance Sheets

(in thousands, except share amounts)

			As of
			June 30, 2022						December 31, 2021
			(unaudited)
Assets
Investment properties
Land			$	649,634					$	598,936
Building and other improvements			1,804,485						1,664,525
Construction in progress			16,857						9,642
Total			2,470,976						2,273,103
Less accumulated depreciation			(369,291)						(350,256)
Net investment properties			2,101,685						1,922,847
Cash, cash equivalents and restricted cash			95,893						44,854
Investment in unconsolidated entities			57,550						107,944
Intangible assets, net			98,501						81,026
Accounts and rents receivable			27,979						30,059
Deferred costs and other assets, net			46,105						25,685
Total assets			$	2,427,713					$	2,212,415
Liabilities
Debt, net			$	702,802					$	533,082
Accounts payable and accrued expenses			35,952						36,208
Distributions payable			13,836						13,802
Intangible liabilities, net			31,712						28,995
Other liabilities			23,922						28,776
Total liabilities			808,224						640,863
Commitments and contingencies
Stockholders' Equity
Preferred stock, $0.001 par value, 40,000,000 shares authorized, none outstanding			—						—
Common stock, $0.001 par value, 146,000,000 shares authorized, 67,427,571 shares issued and outstanding as of June 30, 2022 and 67,344,374 shares issued and outstanding as of December 31, 2021			67						67
Additional paid-in capital			5,454,292						5,452,550
Distributions in excess of accumulated net income			(3,852,985)						(3,876,743)
Accumulated comprehensive income (loss)			18,115						(4,322)
Total stockholders' equity			1,619,489						1,571,552
Total liabilities and stockholders' equity			$	2,427,713					$	2,212,415

See accompanying notes to the condensed consolidated financial statements.

1

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INVENTRUST PROPERTIES CORP.

Condensed Consolidated Statements of Operations and Comprehensive Income

(Unaudited)

(in thousands, except share and per share amounts)

			Three months ended June 30,												Six months ended June 30,
			2022						2021						2022						2021
Income
Lease income, net			$	58,935					$	50,978					$	116,703					$	100,904
Other property income			318						268						582						450
Other fee income			640						894						1,394						1,907
Total income			59,893						52,140						118,679						103,261
Operating expenses
Depreciation and amortization			24,205						21,995						47,034						43,682
Property operating			9,184						7,774						17,469						15,783
Real estate taxes			8,615						8,158						16,658						16,291
General and administrative			8,116						9,910						16,003						20,261
Total operating expenses			50,120						47,837						97,164						96,017
Other income (expense)
Interest expense, net			(5,631)						(3,972)						(10,440)						(7,957)
Loss on extinguishment of debt			—						—						(96)						—
Gain on sale of investment properties, net			36,856						361						36,856						880
Equity in earnings of unconsolidated entities			716						775						3,432						1,395
Other income and expense, net			207						32						155						(163)
Total other income (expense), net			32,148						(2,804)						29,907						(5,845)
Net income			$	41,921					$	1,499					$	51,422					$	1,399
Weighted-average common shares outstanding, basic			67,413,049						71,943,542						67,384,044						71,970,945
Weighted-average common shares outstanding, diluted			67,550,846						72,036,346						67,577,524						72,024,473
Net income per common share, basic and diluted			$	0.62					$	0.02					$	0.76					$	0.02
Distributions declared per common share outstanding			$	0.21					$	0.19					$	0.41					$	0.39
Distributions paid per common share outstanding			$	0.21					$	0.20					$	0.41					$	0.38
Comprehensive income
Net income			$	41,921					$	1,499					$	51,422					$	1,399
Unrealized gain (loss) on derivatives			5,514						(138)						20,920						1,755
Reclassification to net income			492						1,078						1,517						2,126
Comprehensive income			$	47,927					$	2,439					$	73,859					$	5,280

See accompanying notes to the condensed consolidated financial statements.

2

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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 (Loss)						Total
Beginning balance, January 1, 2022			67,344,374						$	67					$	5,452,550					$	(3,876,743)					$	(4,322)					$	1,571,552
Net income			—						—						—						9,501						—						9,501
Unrealized gain on derivatives			—						—						—						—						15,406						15,406
Reclassification to interest expense, net			—						—						—						—						1,003						1,003
Reclassification to equity in earnings of unconsolidated entities			—						—						—						—						22						22
Distributions declared			—						—						—						(13,828)						—						(13,828)
Stock-based compensation, net			44,329						—						550						—						—						550
Ending balance, March 31, 2022			67,388,703						67						5,453,100						(3,881,070)						12,109						1,584,206
Net income			—						—						—						41,921						—						41,921
Unrealized loss on derivatives			—						—						—						—						5,514						5,514
Reclassification to interest expense, net			—						—						—						—						547						547
Reclassification from equity in earnings of unconsolidated entities			—						—						—						—						(55)						(55)
Distributions declared									—						—						(13,836)						—						(13,836)
Stock-based compensation, net			38,868						—						1,192						—						—						1,192
Ending balance, June 30, 2022			67,427,571						$	67					$	5,454,292					$	(3,852,985)					$	18,115					$	1,619,489

See accompanying notes to the condensed consolidated financial statements.

3

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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 (Loss)						Total
Beginning balance, January 1, 2021			71,998,654						$	72					$	5,566,902					$	(3,815,662)					$	(12,449)					$	1,738,863
Net loss			—						—						—						(100)						—						(100)
Unrealized gain on derivatives			—						—						—						—						1,893						1,893
Reclassification to interest expense, net			—						—						—						—						1,017						1,017
Reclassification to equity in earnings of unconsolidated entities			—						—						—						—						31						31
Distributions declared			—						—						—						(14,065)						—						(14,065)
Stock-based compensation, net			—						—						1,383						—						—						1,383
Ending balance, March 31, 2021			71,998,654						$	72					$	5,568,285					$	(3,829,827)					$	(9,508)					$	1,729,022
Net income			—						—						—						1,499						—						1,499
Unrealized loss on derivatives			—						—						—						—						(138)						(138)
Reclassification to interest expense, net			—						—						—						—						1,045						1,045
Reclassification to equity in earnings of unconsolidated entities			—						—												—						33						33
Distributions declared			—						—						—						(13,921)						—						(13,921)
Stock-based compensation, net			18,392						—						1,863						—						—						1,863
Repurchase of common stock under share repurchase plan, net			(755,643)						(1)						(16,678)						—						—						(16,679)
Ending balance, June 30, 2021			71,261,403						$	71					$	5,553,470					$	(3,842,249)					$	(8,568)					$	1,702,724

See accompanying notes to the condensed consolidated financial statements.

4

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INVENTRUST PROPERTIES CORP.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)

			Six months ended June 30,
			2022						2021
Cash flows from operating activities:
Net income			$	51,422					$	1,399
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			47,034						43,682
Amortization of above and below-market leases and lease inducements, net			(3,609)						(2,385)
Amortization of debt discounts and financing costs			1,341						771
Straight-line rent adjustment, net			(1,370)						(1,491)
(Reversal of) provision for estimated credit losses			(1,777)						52
Gain on sale of investment properties, net			(36,856)						(880)
Loss on extinguishment of debt			96						—
Equity in earnings of unconsolidated entities			(3,432)						(1,395)
Distributions from unconsolidated entities			7,700						5,775
Stock-based compensation, net			2,402						4,807
Changes in operating assets and liabilities:
Accounts and rents receivable			5,027						5,797
Deferred costs and other assets, net			(3,029)						(1,257)
Accounts payable and accrued expenses			(433)						400
Other liabilities			(1,024)						(1,276)
Net cash provided by operating activities			63,492						53,999
Cash flows from investing activities:
Purchase of investment properties			(156,139)						—
Capital expenditures and tenant improvements			(10,134)						(6,696)
Investment in development and redevelopment projects			(6,124)						(1,546)
Proceeds from sale of investment properties, net			54,276						1,317
Distributions from unconsolidated entities			47,355						—
Lease commissions and other leasing costs			(2,061)						(2,283)
Other assets			(7)						(118)
Other liabilities			(947)						(1,032)
Net cash used in investing activities			(73,781)						(10,358)
Cash flows from financing activities:
Common shares repurchased through share repurchase program			—						(16,679)
Distributions to shareholders			(27,630)						(27,707)
Line of credit proceeds			112,000						—
Line of credit repayments			—						(50,000)
Payoffs of debt			(22,328)						—
Principal payments on mortgage debt			(521)						(649)
Payment of finance lease liabilities			(179)						(215)
Payment of loan fees and deposits			(14)						(50)
Net cash provided by (used in) financing activities			61,328						(95,300)
Net decrease in cash, cash equivalents and restricted cash			51,039						(51,659)
Cash, cash equivalents and restricted cash at the beginning of the period			44,854						223,770
Cash, cash equivalents and restricted cash at the end of the period			$	95,893					$	172,111

5

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INVENTRUST PROPERTIES CORP.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)

			Six months ended June 30,
			2022						2021
Supplemental disclosure and schedules:
Cash flow disclosure, including non-cash activities:
Cash paid for interest, net of capitalized interest			$	8,604					$	7,364
Cash paid for income taxes, net of refunds			$	471					$	295
Distributions payable to shareholders			$	13,836					$	13,921
Accrued capital expenditures and tenant improvements			$	2,607					$	1,880
Capitalized costs placed in service			$	2,494					$	3,124
Purchase of investment properties:
Net investment properties			$	216,750					$	—
Accounts and rents receivable, lease intangibles, and deferred costs and other assets			29,759						—
Accounts payable and accrued expenses, lease intangibles, and other liabilities			(10,489)						—
Assumption of mortgage debt, at fair value			(79,881)						—
Cash outflow for purchase of investment properties, net			156,139						—
Assumption of mortgage principal			80,380						—
Capitalized acquisition costs			(886)						—
Credits and other changes in cash outflow, net			2,837						—
Gross acquisition price of investment properties			$	238,470					$	—
Sale of investment properties:
Net investment properties			$	17,792					$	437
Accounts and rents receivable, lease intangibles, and deferred costs and other assets			544						—
Accounts payable and accrued expenses, lease intangibles, and other liabilities			(916)						—
Gain on sale of investment properties, net			36,856						880
Proceeds from sale of investment properties, net			54,276						1,317
Credits and other changes in cash inflow, net			1,174						—
Gross disposition price of investment properties			$	55,450					$	1,317

See accompanying notes to the condensed consolidated financial statements.

6

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INVENTRUST PROPERTIES CORP.

Notes to Condensed Consolidated Financial Statements

June 30, 2022 and 2021

(Unaudited)

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with 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 (the "Quarterly Report") should refer to the audited consolidated financial statements of InvenTrust Properties Corp. (the "Company") as of and for the year ended December 31, 2021, 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 per share amounts.

1. Organization

On October 4, 2004, InvenTrust Properties Corp. (the "Company" or "InvenTrust") was incorporated as Inland American Real Estate Trust, Inc., a Maryland corporation, and has elected and operates 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 ("LLCs") and limited partnerships ("LPs"). 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, except as otherwise disclosed in "Note 6. Investment in Unconsolidated Entities".

As of June 30, 2022 and 2021, the Company had an investment in one unconsolidated real estate joint venture, as disclosed in "Note 6. Investment in Unconsolidated Entities".

Reduction of Authorized Shares

On April 28, 2022, the Company filed an amendment to its charter to decrease the number of authorized shares of common stock from 1,460,000,000 to 146,000,000, in proportion with the one-for-ten reverse stock split effected by the Company on August 5, 2021. The authorized shares of preferred stock remain at 40,000,000. The authorized shares of common stock have been retroactively adjusted within the accompanying condensed consolidated financial statements to give effect to the reduction as of June 30, 2022.

The Company determined it 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 June 30, 2022 and 2021:

			Wholly-Owned Retail Properties												Unconsolidated Retail Properties at 100%
			2022						2021						2022						2021
No. of properties			57						55						5						10
Gross Leasable Area (square feet)			9,077						8,395						1,387						2,470

7

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2. Basis of Presentation and Recently Issued Accounting Pronouncements

Estimates, Risks, and Uncertainties

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.

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:

Minimum lease payments, by year			As of June 30, 2022
Remaining 2022			$	81,935
2023			156,280
2024			141,080
2025			123,692
2026			106,615
Thereafter			308,871
Total			$	918,473

The table above includes payments from tenants who have taken possession of their space, including 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 seventy-seven years.

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

			Three months ended June 30,												Six months ended June 30,
			2022						2021						2022						2021
Minimum base rent			$	36,726					$	31,617					$	71,774					$	62,607
Real estate tax recoveries			7,739						7,281						15,006						14,275
Common area maintenance, insurance, and other recoveries			7,004						5,830						13,296						11,768
Ground rent income			3,760						3,258						7,370						6,514
Above and below-market rent and lease inducement amortization, net			1,062						1,142						3,609						2,385
Short-term and other lease income			1,120						786						2,184						1,721
Termination fee income			149						74						317						195
Straight-line rent adjustment, net			707						851						1,370						1,491
Reversal of (provision for) uncollectible straight-line rent			504						(99)						998						(222)
Provision for uncollectible billed rent and recoveries			(144)						(673)						(380)						(1,582)
Reversal of uncollectible billed rent and recoveries			308						911						1,159						1,752
Lease income, net			$	58,935					$	50,978					$	116,703					$	100,904

Other Fee Income

The following table reflects the disaggregation of other fee income:

			Timing of Satisfaction of Performance Obligations						Three months ended June 30,												Six months ended June 30,
									2022						2021						2022						2021
Property management fees			Over time						$	302					$	488					$	714					$	1,075
Asset management fees			Over time						220						296						471						567
Leasing commissions and other fees			Point in time						118						110						209						265
Other fee income									$	640					$	894					$	1,394					$	1,907

The Company had receivables of $192 and $215 as of June 30, 2022 and December 31, 2021, respectively, which are included in deferred costs and other assets, net on the condensed consolidated balance sheets.

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4. Acquired Properties

The following table reflects the retail properties acquired, accounted for as asset acquisitions, during the six months ended June 30, 2022:

Acquisition Date						Property						Metropolitan Area						Square Feet						Gross Acquisition Price						Assumption of Mortgage Debt
February 2, 2022						Shops at Arbor Trails						Austin, TX						357						$	112,190					$	31,500
February 2, 2022						Escarpment Village						Austin, TX						170						77,150						26,000
April 21, 2022						The Highlands of Flower Mound (a)						Dallas, TX						175						38,000						22,880
May 4, 2022						Bay Landing						Fort Myers, FL						63						10,425						—
June 10, 2022						Kyle Marketplace - Outparcel (b)						Austin, TX						—						705						—
																		765						$	238,470					$	80,380

(a)This retail property was acquired from the Company's unconsolidated joint venture, as disclosed in "Note 6. Investment in Unconsolidated Entities". The Company recognized a fair value adjustment of $499 to the mortgage payable secured by the property.

(b)The Company acquired a parcel of vacant land adjacent to this retail property.

Transaction costs of $886 were capitalized during the six months ended June 30, 2022. There were no retail properties acquired during the six months ended June 30, 2021.

5. Disposed Properties

The following table reflects the real property disposed of during the six months ended June 30, 2022:

Disposition Date						Property						Metropolitan Area						Square Feet						Gross Disposition Price						Gain on Sale, net
June 30, 2022						Centerplace of Greeley						Denver, Colorado						152						$	37,550					$	25,147
June 30, 2022						Cheyenne Meadows						Denver, Colorado						90						17,900						11,709
																		242						$	55,450					$	36,856

The following table reflects the real property disposed of during the six months ended June 30, 2021:

Disposition Date

Property

Metropolitan Area

Square Feet

Gross Disposition Price

Gain (Loss) on Sale, net

February 28, 2021

Sonterra Village (a)

San Antonio, TX

N/A

$

616

$

436

March 14, 2021

Eldridge Town Center (a)

Houston, TX

N/A

133

104

March 31, 2021

Windward Commons (a)

Alpharetta, GA

N/A

150

(21)

June 30, 2021

Eldridge Town Center (a)

Houston, TX

N/A

418

361

$

1,317

$

880

(a)These were partial condemnations at three retail properties.

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6. Investment in Unconsolidated Entities

Joint Venture Interest in IAGM

As of June 30, 2022 and December 31, 2021, the Company owned a 55% interest in one unconsolidated entity, IAGM Retail Fund I, LLC ("IAGM"), a joint venture partnership between the Company and PGGM Private Real Estate Fund ("PGGM"). 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.

During the six months ended June 30, 2022, IAGM disposed of Price Plaza, a 206 thousand square foot retail property, for a gross disposition price of $39,100 and recognized a gain on sale of $3,751. The Company's share of IAGM's gain on sale was $2,063. The buyer assumed a $17,800 mortgage payable secured by the property.

During the three months ended June 30, 2022, the Company purchased The Highlands of Flower Mound from IAGM for $38,000, a purchase price determined by a third party real estate valuation specialist, which resulted in IAGM recognizing a gain on sale of $1,244. The Company assumed a $22,880 mortgage payable secured by the property. The Company deferred its share of IAGM's gain on sale of $684 and began amortizing the gain over 30 years as an increase to equity in earnings of unconsolidated entities.

During the six months ended June 30, 2021, IAGM prepaid mortgages payable of $23,150 with cash on hand.

IAGM is party to two interest rate swap agreements to achieve fixed interest rates on its senior secured term loan facility previously subject to variability in the London Inter-bank Offered Rate ("LIBOR"). As of June 30, 2022, and December 31, 2021, the interest rate swaps were recorded as assets with fair values of $2,764 and $530, respectively, on IAGM's condensed consolidated balance sheet, of which the Company's share was $1,520 and $291, respectively. The Company recognizes its share of gains or losses resulting from IAGM's interest rate swaps as an adjustment to the Company's investment in IAGM and an increase or decrease in comprehensive income.

Condensed Financial Information

The following table presents condensed balance sheet information for IAGM:

			As of
			June 30, 2022						December 31, 2021
Assets:
Net investment properties			$	214,606					$	288,014
Other assets			35,841						98,696
Total assets			$	250,447					$	386,710
Liabilities and equity:
Mortgages debt, net			$	125,545					$	165,831
Other liabilities			7,062						12,409
Equity			117,840						208,470
Total liabilities and equity			250,447						386,710
Company's share of equity			65,671						115,513
Outside basis difference, net (a)			(8,121)						(7,569)
Carrying value of investments in unconsolidated entities			$	57,550					$	107,944

(a)The outside basis difference reflects unamortized deferred gains on historical property sales from IAGM to the Company.

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The following table presents condensed income statement information of IAGM:

			Three months ended June 30,												Six months ended June 30,
			2022						2021						2022						2021
Total income			$	6,604					$	11,421					$	14,983					$	22,850
Depreciation and amortization			(2,519)						(3,793)						(5,424)						(7,557)
Property operating			(1,111)						(2,056)						(2,441)						(4,129)
Real estate taxes			(834)						(2,298)						(2,245)						(4,670)
Asset management fees			(220)						(296)						(471)						(567)
Interest expense, net			(899)						(1,469)						(2,058)						(3,161)
Other income and (expense), net			249						(116)						107						(245)
Loss on debt extinguishment			(91)						—						(202)						(14)
Gain on sale of real estate			1,244						—						4,995						—
Net income			$	2,423					$	1,393					$	7,244					$	2,507
Company's share of net income			$	1,332					$	768					$	3,984					$	1,380
Outside basis adjustment for investee's sale of real estate, net			(616)						7						(552)						15
Equity in earnings of unconsolidated entities			$	716					$	775					$	3,432					$	1,395

As of June 30, 2022 and December 31, 2021, none of IAGM's mortgages payable are recourse to the Company. It is anticipated that the joint venture will be able to repay, refinance or extend all of its debt on a timely basis. IAGM's remaining mortgages payable of $126,022 are scheduled to mature during the year ending December 31, 2023.

7. Debt

The Company's debt consists of mortgages payable, unsecured term loans, 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 June 30, 2022 and December 31, 2021, the Company was in compliance with all loan covenants.

Credit Agreements

On December 21, 2018, the Company entered into an unsecured revolving credit agreement, which amended and restated its prior unsecured revolving credit agreement in its entirety, and provided for a $350,000 unsecured revolving line of credit (the "Revolving Credit Agreement"). On September 22, 2021, the Company entered into an amendment to the Revolving Credit Agreement (the "Amended Revolving Credit Agreement"), which provides for, among other things, an extension of the maturity of the $350,000 Revolving Credit Agreement to September 22, 2025, with two six-month extension options.

On December 21, 2018, the Company entered into an unsecured term loan credit agreement, which amended and restated its prior unsecured term loan credit agreement in its entirety (the “Term Loan Credit Agreement”). On September 22, 2021, the Company entered into an amendment to its $400,000 Term Loan Credit Agreement (the "Amended Term Loan Agreement"), which provides for, among other things, an extension of the maturity dates and a reallocation of indebtedness under the two outstanding tranches of term loans thereunder. The Amended Term Loan Agreement consists of a $200,000 5-year tranche maturing on September 22, 2026, and a $200,000 5.5-year tranche maturing on March 22, 2027.

On May 11, 2022, the Company transitioned its Amended Revolving Credit Agreement and Amended Term Loan Agreement from 1-Month LIBOR to a Secured Overnight Financing Rate ("SOFR") which reprices monthly ("1-Month Term SOFR").

On June 3, 2022, in connection with and upon effectiveness of the Note Purchase Agreement (as defined below) and in accordance with the terms of the Amended Term Loan Credit Agreement and Amended Revolving Credit Agreement, each of the administrative agents under such agreements released all of the subsidiary guarantors from their guaranty obligations that were previously made for the benefit of the lenders under such agreements.

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Interest Rate Swaps

The Company is party to four interest rate forward swap agreements which address the periods between the maturity dates of the four effective swaps and the maturity dates of the Amended Term Loan Agreement. Although the Amended Term Loan Agreement is priced in 1-Month Term SOFR and the interest rate swaps are priced in 1-Month LIBOR, the Company's hedging instruments continue to qualify for cash flow hedge accounting. In tandem, the interest rate swaps effectively fix the interest rates for a constant notional amount through the maturity dates of the Amended Term Loan Agreement.

Senior Notes Payable

On June 3, 2022, the Company entered into a note purchase agreement (the "Note Purchase Agreement") with the various purchasers named therein providing for the private placement of $250 million aggregate principal amount of senior notes by the Company of which (i) $150 million are designated as 5.07% Senior Notes, Series A, due August 11, 2029 (the "Series A Notes") and (ii) $100 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 Series A Notes and the Series B Notes are expected to be issued on August 11, 2022, each subject to customary closing conditions. Upon issuance, the Notes will pay interest semiannually on February 11th and August 11th until their respective maturities.

After the issuance thereof, the Company may prepay at any time all, or from time to time any part of, the Notes, in an amount not less than 5% of the aggregate principal amount of any series of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid plus accrued interest and a Make-Whole Amount (as defined in the Note Purchase Agreement). 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 under the Note Purchase Agreement. The Company intends to use the net proceeds from the offering for general corporate purposes, including the repayment of indebtedness and future acquisitions.

The following table summarizes the Company's debt as of June 30, 2022 and December 31, 2021:

Interest Rate Type

As of June 30, 2022

As of December 31, 2021

Maturity Date

Interest Rate

Amount

Interest Rate

Amount

Mortgages Payable

Total mortgages payable

Various

Fixed

3.9500%

$

163,485

4.0700%

$

105,955

Term loans

$200.0 million 5 years

9/22/2026

Fixed

2.6795% (a)

100,000

2.6795% (a)

100,000

$200.0 million 5 years

9/22/2026

Fixed

2.6795% (a)

100,000

2.6795% (a)

100,000

$200.0 million 5.5 years

3/22/2027

Fixed

2.6915% (a)

50,000

2.6915% (a)

50,000

$200.0 million 5.5 years

3/22/2027

Fixed

2.6990% (a)

50,000

2.6990% (a)

50,000

$200.0 million 5.5 years

3/22/2027

Variable

1M SOFR + 1.30% (b)

100,000

1M LIBOR +  1.20% (b)

100,000

Total

400,000

400,000

Revolving Line of Credit

$350.0 million total capacity

9/22/2025 (d)

Variable

1M SOFR +  1.14% (b) (c)

143,000

1M LIBOR +  1.05% (b)

31,000

Total debt

3.0494%

706,485

2.6122%

536,955

Debt discounts and issuance costs, net of accumulated amortization

(3,683)

(3,873)

Debt, net

$

702,802

$

533,082

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

(b)As of June 30, 2022 and December 31 2021, 1-Month Term SOFR was 1.6860% and 1-Month LIBOR was 0.1013%, respectively.

(c)The Company qualified for a 0.01% sustainability adjustment for the six months ended June 30, 2022.

(d)Maturity date is not inclusive of two six-month extension options.

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The following table summarizes the scheduled maturities of the Company's mortgages payable as of June 30, 2022 for the remainder of 2022, each of the next four years and thereafter.

Scheduled maturities by year:			As of June 30, 2022
2022			$	—
2023			38,775
2024			15,700
2025			51,510
2026			—
Thereafter			57,500
Total mortgage payable maturities			$	163,485

8. Fair Value Measurements

Recurring Measurements

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

						Fair Value Measurements as of
						June 30, 2022																		December 31, 2021
Cash Flow Hedges: (a)						Level 1						Level 2						Level 3						Level 1						Level 2						Level 3
Derivative interest rate swaps (b)(c)						$	—					$	18,115					$	—					$	—					$	(4,322)					$	—

(a)During the twelve months subsequent to June 30, 2022, an estimated $6,018 of derivative interest rate assets recognized in accumulated comprehensive income (loss) will be reclassified into earnings.

(b)The Company's derivative assets or liabilities are recognized as a part of deferred costs and other assets, net or other liabilities, respectively. IAGM's derivative assets or liabilities are recognized as a part of investment in unconsolidated entities.

(c)As of June 30, 2022 and December 31, 2021, 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.

Nonrecurring Measurements

Investment Properties

During the three and six months ended June 30, 2022 and 2021, 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 June 30, 2022 and December 31, 2021:

			June 30, 2022												December 31, 2021
			Carrying Value						Estimated Fair Value						Carrying Value						Estimated Fair Value
Mortgages payable			$	163,485					$	153,198					$	105,955					$	104,938
Term loans			$	400,000					$	401,320					$	400,000					$	400,470
Revolving line of credit			$	143,000					$	143,217					$	31,000					$	31,062

The Company estimated the fair value of its mortgages payable using a weighted-average effective market interest rate of 6.01% and 4.44% as of June 30, 2022 and December 31, 2021, respectively. The Company estimated the fair value of its term loans using a weighted-average effective market interest rate of 4.05% and 2.39% as of June 30, 2022 and December 31, 2021, respectively. The Company classifies its debt instrument valuations within Level 2 of the fair value hierarchy.

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9. Earnings Per Share and Equity Transactions

Basic earnings per share ("EPS") is computed using the two-class method by dividing net income or loss by the weighted average number of common shares outstanding for the period (the "common shares") and participating securities. The time-based restricted share awards issued pursuant to the Incentive Award Plan are deemed to be participating securities. Diluted EPS is generally computed using the treasury-stock method by dividing net income or loss by the common shares plus potential common shares resulting from time-based restricted share awards and market-based performance awards.

The following table reconciles the amounts used in calculating basic and diluted earnings per share:

						Three months ended June 30,												Six months ended June 30,
						2022						2021						2022						2021
Numerator:
Net income attributed to common shareholders						$	41,921					$	1,499					$	51,422					$	1,399
Earnings allocated to unvested restricted shares						(171)						—						(138)						—
Net income attributed to common shareholders - basic and diluted						41,750						1,499						51,284						1,399
Denominator:
Weighted average common shares outstanding - basic						67,413,049						71,943,542						67,384,044						71,970,945
Dilutive effect of unvested restricted shares						137,797						92,804						193,480						53,528
Weighted average common shares outstanding - diluted						67,550,846						72,036,346						67,577,524						72,024,473
Basic and diluted earnings per common share:
Net income per common share, basic and diluted						$	0.62					$	0.02					$	0.76					$	0.02

Share Repurchase Program

On February 23, 2022, the Company established a share repurchase program (the "SRP") of up to $150.0 million of the Company's outstanding shares of common stock. The SRP may be suspended or discontinued at any time, and does not obligate the Company to repurchase any dollar amount or particular amount of shares. The SRP replaced the Company's prior share repurchase program (the "Prior SRP"), which the Board previously suspended effective September 5, 2021. As of June 30, 2022, the Company has not repurchased any common stock under the SRP.

ATM Program

On March 7, 2022, the Company established an at-the-market equity offering program (the "ATM Program") through which the Company may sell from time to time up to an aggregate of $250.0 million of its common stock. In connection with the ATM Program, the Company may sell shares of its common stock to or through sales agents, or may enter into separate forward sale agreements with one of the agents, or one of their respective affiliates, as a forward purchaser. As of June 30, 2022, the Company has not sold any common stock under the ATM Program.

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10. Stock-Based Compensation

Effective as of June 19, 2015, the Company's Board adopted the Incentive Award Plan, under which the Company may grant cash and equity incentive awards to eligible employees, directors, and consultants. The Company is authorized to grant up to 3,000,000 shares of the Company's common stock pursuant to awards under the Incentive Award Plan. As of June 30, 2022, 1,044,738 shares were available for future issuance under the Incentive Award Plan. Awards granted can be categorized as either time-based awards, performance-based awards, or market-based awards. All awards are valued at fair value, earn dividends throughout the vesting period, and have no voting rights.

Time-based restricted stock unit ("RSU") awards are generally measured at grant date fair value and not subsequently re-measured. Time-based awards granted to employees vest equally on each of the first three anniversaries of the applicable vesting commencement date, subject to the employees' continued service to the Company. The time-based RSU awards granted to directors vest on the earlier of the one-year anniversary of the applicable grant date or the date of the Company's next annual meeting of its shareholders following the grant date, subject to the directors' continued service to the Company.

Performance-based awards are measured at grant date fair value and each grantee is eligible to vest in a number of RSUs ranging from 0% to 100% of the total number granted based on specified performance levels. Performance-based awards vest at the conclusion of the performance period and are generally subject to the recipients' continued service to the Company and achievement of the specified performance levels.

Market-based awards are valued as of the grant date utilizing a Monte Carlo simulation model that assesses the probability of satisfying certain market performance thresholds over a three year performance period. The number of common shares ultimately issued is based on the Company's total shareholder return ("TSR") relative to that of the FTSE NAREIT Shopping Index peer group on a percentile basis. The resulting compensation expense is recorded over the service period regardless of whether the TSR performance measures are achieved.

The following table summarizes the Company's significant assumptions used in the Monte Carlo simulation models:

						Six months ended June 30, 2022
Volatility						33.89%
Risk free interest rate						0.79		%	-			1.76%
Dividend Yield						3.24%

The following table summarizes the Company's RSU activity during the six months ended June 30, 2022:

			Unvested Time- Based RSUs						Unvested Performance and Market-Based RSUs						Weighted-Average Grant Date Price Per Share
Outstanding as of January 1, 2022			138,235						471,368						$	30.12
Shares granted			125,305						396,338						$	18.91
Shares vested			(60,456)						(76,520)						$	30.27
Shares forfeited			(1,451)						(66,856)						$	30.70
Outstanding as of June 30, 2022			201,633						724,330						$	23.70

As of June 30, 2022, there was $8,695 of total estimated unrecognized compensation expense related to unvested stock-based compensation arrangements that will vest through December 2024. The Company recognized stock-based compensation expense of $1,320 and $2,311 for the three months ended June 30, 2022 and 2021, respectively, and $2,402 and $4,807 for the six months ended June 30, 2022 and 2021, respectively.

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11. Commitments and Contingencies

The Company is subject, from time to time, to various types of third-party legal claims or litigation that arise in the ordinary course of business, including, but not limited to, property loss claims, personal injury or other damages resulting from contact with the Company's properties. These claims and lawsuits and any resulting damages are generally covered by the Company's insurance policies. The Company accrues for legal costs associated with loss contingencies when these costs are probable and reasonably estimable. While the resolution of these matters cannot be predicted with certainty, based on currently available information, management does not expect that the final outcome of any pending claims or legal proceedings will have a material adverse effect on the financial condition, results of operations or cash flows of the Company.

Operating and Finance Lease Commitments

The Company has non-cancelable operating leases for office space used in its business. In addition, the Company has non-cancelable contracts of property improvements that have been deemed to contain finance leases.

Future minimum lease obligations as of June 30, 2022, were as follows:

			Minimum Lease Payments
			Operating Leases						Finance Leases
Remaining 2022			$	8					$	102
2023			513						21
2024			575						—
2025			456						—
2026			460						—
Thereafter			1,740						—
Total expected minimum lease obligation			3,752						123
Less: Amount representing interest (a)			(740)						(19)
Present value of net minimum lease payments			$	3,012					$	104

(a)Interest includes the amount necessary to reduce to present value the total expected minimum lease obligations calculated at the Company's incremental borrowing rate.

12. Subsequent Events

In preparing its condensed consolidated financial statements, the Company has evaluated, for recognition and disclosure purposes, events and transactions occurring after June 30, 2022, through the date the financial statements were issued.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Certain statements in this "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (the "Quarterly Report"), other than purely historical information, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended ("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"). These statements include statements about InvenTrust Properties Corp.'s (the "Company") plans, objectives, strategies, financial performance and outlook, trends, the amount and timing of future cash distributions, prospects or future events; and they involve known and unknown risks that are difficult to predict.

As a result, our actual financial results, performance, achievements, or prospects may differ materially from those expressed or implied by these forward-looking statements. In some cases, forward-looking statements can be identified by the use of words such as "may," "could," "expect," "intend," "plan," "seek," "anticipate," "believe," "estimate," "guidance," "predict," "potential," "continue," "likely," "will," "would," "illustrative," and "should" and variations of these terms and similar expressions, or the negatives of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while we consider reasonable based on our knowledge and understanding of the business and industry, are inherently uncertain. These statements are expressed in good faith and are not guarantees of future performance or results. Our actual results could differ materially from those expressed in the forward-looking statements and stockholders should not rely on forward-looking statements in making investment decisions.

There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this Quarterly Report. Such risks, uncertainties and other important factors, include, among others, the risks, uncertainties and factors set forth in our filings with the Securities and Exchange Commission ("SEC"), including our Annual Report on Form 10-K for the year ended December 31, 2021 (the "Annual Report"), and as updated in this Quarterly Report and other quarterly and current reports, which are on file with the SEC and are available at the SEC's website (www.sec.gov). Such risks and uncertainties are related to, among others, the following:

•our ability to collect rent from tenants or to rent space on favorable terms or at all;

•declaration of bankruptcy by our retail tenants;

•the economic success and viability of our anchor retail tenants;

•our ability to identify, execute and complete acquisition opportunities and to integrate and successfully operate any retail properties acquired in the future and manage the risks associated with such retail properties;

•our ability to manage the risks of expanding, developing or redeveloping our retail properties;

•loss of members of our senior management team or other key personnel;

•changes in the competitive environment in the leasing market and any other market in which we operate;

•shifts in consumer retail shopping from brick and mortar stores to e-commerce;

•the impact of leasing and capital expenditures to improve our retail properties to retain and attract tenants;

•our ability to refinance or repay maturing debt or to obtain new financing on attractive terms;

•future increases in interest rates;

•inflation;

•our status as a real estate investment trust ("REIT") for federal tax purposes; and

•changes in federal, state or local tax law, including legislative, administrative, regulatory or other actions affecting REITs.

These factors are not necessarily all of the important factors that could cause our actual results, performance or achievements to differ materially from those expressed in or implied by any of our forward-looking statements. Other unknown or unpredictable factors also could harm our business, financial condition, results of operations, cash flows and overall value. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements are only as of the date they are made; we do not undertake or assume any obligation to update publicly any of these forward-looking statements to reflect actual results, new information, future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and the related notes included in this Quarterly Report. All square feet and dollar amounts are stated in thousands, except per share amounts and per square foot metrics, unless otherwise noted.

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Overview

Strategy and Outlook

InvenTrust Properties Corp. is a premier Sun Belt, multi-tenant essential retail REIT that owns, leases, redevelops, acquires and manages grocery-anchored neighborhood and community centers, as well as high-quality power centers that often have a grocery component in 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.

Our strategically located regional field offices are within a two-hour drive of over 90% 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. 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 environmental, social and governance practices and standards.

Evaluation of Financial Condition

Historically, management has evaluated our financial condition and operating performance by focusing on the following financial and nonfinancial indicators, discussed in further detail herein:

•Net Operating Income ("NOI") and Same Property NOI, supplemental non-GAAP measures;

•NAREIT Funds From Operations ("NAREIT FFO") Applicable to Common Shares and Dilutive Securities, a supplemental non-GAAP measure;

•Core FFO Applicable to Common Shares and Dilutive Securities, a supplemental non-GAAP measure;

•Cash flow from operations as determined in accordance with GAAP;

•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.

Recent Developments

Acquisitions and Debt Assumption

On April 21, 2022, we acquired The Highlands of Flower Mound, a 175,000 square foot grocery-anchored power center located in Flower Mound, Texas from our unconsolidated joint venture, IAGM Retail Fund I, LLC ("IAGM") for a gross acquisition price of $38.0 million, assuming $22.9 million of existing mortgage debt to partially finance the acquisition.

On May 4, 2022, we acquired Bay Landing, a 63,000 square foot grocery-anchored community center located in Bonita Springs, Florida, for a gross acquisition price of $10.4 million from an unrelated third party.

On June 10, 2022, we acquired a parcel of land at Kyle Marketplace located in Austin, Texas for $0.7 million.

Dispositions

On June 30, 2022 we disposed of Centerplace of Greeley, a 152,000 square foot grocery-anchored community center located in Greeley, Colorado, for a gross disposition price of $37.6 million and recognized a gain on sale of $25.1 million.

On June 30, 2022, we disposed of Cheyenne Meadows, a 90,000 square foot grocery-anchored neighborhood center located in Colorado Springs, Colorado, for a gross disposition price of $17.9 million and recognized a gain on sale of of $11.7 million.

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Note Purchase Agreement

On June 3, 2022, we entered into a note purchase agreement (the "Note Purchase Agreement") with the various purchasers named therein providing for a private placement of $250 million aggregate principal amount of senior notes 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 Series A Notes and the Series B Notes are expected to be issued on August 11, 2022, each subject to customary closing conditions. Upon issuance, the Notes will pay interest semiannually on February 11th and August 11th until their respective maturities.

After the issuance thereof, we may prepay at any time all, or from time to time any part of, the Notes, in an amount not less than 5% of the aggregate principal amount of any series of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid plus accrued interest and a Make-Whole Amount (as defined in the Note Purchase Agreement). 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 under the Note Purchase Agreement. The Company intends to use the net proceeds from the offering for general corporate purposes, including the repayment of indebtedness and future acquisitions.

Credit Agreements

On May 11, 2022, we transitioned our revolving credit agreement and term loan agreement from the London Inter-bank Offered Rate ("LIBOR") which repriced monthly ("1-Month LIBOR"), to a Secured Overnight Financing Rate ("SOFR") which reprices monthly ("1-Month Term SOFR").

On June 3, 2022, in connection with and upon effectiveness of the Note Purchase Agreement and in accordance with the terms of our $400.0 million term loan agreement and $350.0 million revolving credit agreement, each of the administrative agents under such agreements released all of the subsidiary guarantors from their guaranty obligations that were previously made for the benefit of the lenders under such agreements.

Our Retail Portfolio

Our wholly-owned and managed retail properties include grocery-anchored community and neighborhood centers and power centers, including those classified as necessity-based, as defined in our Annual Report. As of June 30, 2022, we owned or had an interest in 62 retail properties with a total gross leasable area ("GLA") of approximately 10.5 million square feet, which includes 5 retail properties with a GLA of approximately 1.4 million square feet owned through our 55% ownership interest in IAGM.

Where appropriate, we have included results from the IAGM properties at 55% ("at share") when combined with our wholly-owned properties, defined as "Pro Rata Combined Retail Portfolio". The following table summarizes our retail portfolio as of June 30, 2022 and 2021.

			Wholly-Owned Retail Properties												IAGM Retail Properties												Pro Rata Combined Retail Portfolio
			2022						2021						2022						2021						2022						2021
No. of properties			57						55						5						10						62						65
GLA (square feet)			9,077						8,395						1,387						2,470						9,840						9,753
Economic occupancy (a)			93.8%						93.0%						86.2%						82.9%						93.2%						91.6%
Leased occupancy (b)			95.9%						94.0%						89.3%						85.7%						95.4%						92.9%
ABR PSF (c)			$18.92						$18.47						$17.21						$17.38						$18.80						$18.33

(a)Economic occupancy is defined as the percentage of occupied GLA divided by total GLA (excluding Specialty Leases) for which a tenant is obligated to pay rent under the terms of its lease agreement as of the rent commencement date, regardless of the actual use or occupancy by that tenant of the area being leased. Actual use may be less than economic occupancy. Specialty Leases 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.

(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.

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Retail Portfolio Summary by Center Type

The following tables summarize our retail portfolio, by center type, as defined in our Annual Report, as of June 30, 2022 and 2021.

Community and neighborhood centers
			Wholly-Owned Retail Properties												IAGM Retail Properties												Pro Rata Combined Retail Portfolio
			2022						2021						2022						2021						2022						2021
No. of properties			44						44						5						5						49						49
GLA (square feet)			5,329						5,052						1,387						1,386						6,092						5,814
Economic occupancy			94.6%						93.5%						86.2%						86.6%						93.5%						92.6%
Leased occupancy			97.0%						94.5%						89.3%						87.0%						96.0%						93.5%
ABR PSF			$20.03						$19.55						$17.21						$17.04						$19.71						$19.24

Power centers
			Wholly-Owned Retail Properties												IAGM Retail Properties												Pro Rata Combined Retail Portfolio
			2022						2021						2022						2021						2022						2021
No. of properties			13						11						—						5						13						16
GLA (square feet)			3,748						3,343						—						1,084						3,748						3,939
Economic occupancy			92.7%						92.2%						—%						78.3%						92.7%						90.1%
Leased occupancy			94.5%						93.3%						—%						84.2%						94.5%						91.9%
ABR PSF			$17.31						$16.82						$—						$17.85						$17.31						$16.95

Same Property Retail Portfolio Summary

The following tables summarize the GLA, economic occupancy and ABR PSF of the properties included in our retail portfolio classified as same property for the three and six months ended June 30, 2022 and 2021. Same Property Retail Portfolio summaries include results from properties owned for the entirety of both periods presented.

Three months ended June 30
			Wholly-Owned Retail Properties												IAGM Retail Properties												Pro Rata Combined Retail Portfolio
			2022						2021						2022						2021						2022						2021
No. of properties			52						52						5						5						57						57
GLA (square feet)			8,079						8,079						1,387						1,386						8,842						8,841
Economic occupancy			93.8%						92.7%						86.2%						86.6%						93.1%						92.2%
Leased occupancy			95.7%						93.8%						89.3%						87.0%						95.1%						93.2%
ABR PSF			$19.19						$18.66						$17.21						$17.04						$19.03						$18.53

Six months ended June 30
			Wholly-Owned Retail Properties												IAGM Retail Properties												Pro Rata Combined Retail Portfolio
			2022						2021						2022						2021						2022						2021
No. of properties			52						52						5						5						57						57
GLA (square feet)			8,079						8,079						1,387						1,386						8,842						8,841
Economic occupancy			93.8%						92.7%						86.2%						86.6%						93.1%						92.2%
Leased occupancy			95.7%						93.8%						89.3%						87.0%						95.1%						93.2%
ABR PSF			$19.19						$18.66						$17.21						$17.04						$19.03						$18.53

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Lease Expirations

The following table presents the lease expirations of our economic occupied Pro Rata Combined Retail Portfolio as of June 30, 2022.

Lease Expiration Year						No. of Expiring Leases (a)						GLA of Expiring Leases (square feet)						Percent of Total GLA of Expiring Leases						ABR of Expiring Leases						Percent of Total ABR						Expiring ABR PSF
2022						50						228						2.5%						$	3,644					2.0%						$	15.98
2023						189						891						9.7%						17,482						9.6%						19.62
2024						192						1,021						11.1%						20,645						11.3%						20.22
2025						175						1,135						12.4%						20,466						11.2%						18.03
2026						207						932						10.2%						20,874						11.4%						22.40
2027						224						1,794						19.6%						35,935						19.8%						20.03
2028						93						481						5.2%						11,262						6.2%						23.41
2029						95						531						5.8%						11,547						6.3%						21.75
2030						67						340						3.7%						8,635						4.7%						25.40
2031						77						505						5.5%						10,625						5.8%						21.04
Thereafter						89						1,283						14.0%						20,657						11.3%						16.10
Other (b)						16						26						0.3%						729						0.4%						28.04
						1,474						9,167						100%						$	182,501					100%						$	19.91

(a)No. of expiring leases includes IAGM at 100%.

(b)Other lease expirations include the GLA, ABR and ABR PSF of month-to-month leases.

In preparing the above table, we have not assumed that unexercised contractual lease renewal or extension options contained in our leases will, in fact, be exercised. Our retail business is neither highly dependent on specific retailers nor subject to lease roll-over concentration. We believe this minimizes risk to our retail portfolio from significant revenue variances over time.

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Leasing Activity, Pro Rata Combined Retail Portfolio

The following table summarizes the leasing activity for leases that were executed during the six months ended June 30, 2022, 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 Pro Rata Combined Retail Portfolio. Except for number of leases, all figures reflect results from our wholly owned and IAGM properties at share.

In our Pro Rata Combined Retail Portfolio, we had GLA totaling 1.26 million square feet expiring during the six months ended June 30, 2022, of which 1.17 million square feet was re-leased. This achieved a retention rate of approximately 92.4%.

			No. of Leases Executed for the Six Months Ended June 30, 2022						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)			91						203						$30.27						$28.83						5.0%						4.7						$0.62						$—
Comparable New Leases (a)			11						73						$22.58						$16.29						38.6%						10.2						$51.88						$9.44
Non-Comparable Renewal and New Leases			42						192						$21.57						N/A						N/A						8.1						$33.57						$6.81
Total			144						468						$28.23						$25.51						10.7%						6.9						$22.12						$4.26
Anchor Tenants (leases ten thousand square feet and over)
Comparable Renewal Leases (a)			3						36						$18.08						$17.28						4.6%						2.5						$1.38						$—
Comparable New Leases (a)			3						56						$17.78						$12.07						47.3%						10.8						$59.84						$7.63
Non-Comparable Renewal and New Leases			4						98						$12.18						N/A						N/A						7.0						$30.03						$2.92
Total			10						190						$17.90						$14.12						26.8%						7.3						$33.30						$3.74
Small Shop Tenants (leases under ten thousand square feet)
Comparable Renewal Leases (a)			88						167						$32.91						$31.34						5.0%						5.2						$0.46						$—
Comparable New Leases (a)			8						17						$37.86						$29.76						27.2%						8.3						$26.51						$15.18
Non-Comparable Renewal and New Leases			38						94						$31.43						N/A						N/A						9.3						$37.29						$10.90
Total			134						278						$33.38						$31.19						7.0%						6.7						$14.48						$4.62

(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 three and six months ended June 30, 2022 and 2021

We generate substantially all of our earnings from property operations. Since January 1, 2021, we have acquired five retail properties and disposed of three.

The following table presents the changes in our income for the three and six months ended June 30, 2022 and 2021.

			Three months ended June 30,																		Six months ended June 30,
			2022						2021						Increase (Decrease)						2022						2021						Increase (Decrease)
Income
Lease income, net			$	58,935					$	50,978					$	7,957					$	116,703					$	100,904					$	15,799
Other property income			318						268						50						582						450						132
Other fee income			640						894						(254)						1,394						1,907						(513)
Total income			$	59,893					$	52,140					$	7,753					$	118,679					$	103,261					$	15,418

Lease income, net, for the three months ended June 30, 2022 increased $8.0 million when compared to the same period in 2021, and was primarily a result of net acquisition and disposition activity which generated additional lease income of $5.5 million and the following for retail properties meeting our same property criteria:

•increased minimum rent of $1.9 million, attributable to increased occupancy and rental rates, and

•increased other lease income of $0.6 million.

Lease income, net, for the six months ended June 30, 2022 increased $15.8 million when compared to the same period in 2021, and was primarily a result of net acquisition and disposition activity which generated additional lease income of $8.5 million and the following for retail properties meeting our same property criteria:

•increased minimum rent of $4.1 million, primarily attributable to increased occupancy and rental rates,

•net changes in credit losses and related reversals of $0.6 million, primarily attributable to the resiliency of our tenants and markets in which we operate,

•increased percentage rent of $0.6 million, primarily attributable to grocers experiencing heightened sales volumes, and

•net increased GAAP rent adjustments of $2.0 million.

The following table presents the changes in our operating expenses for the three and six months ended June 30, 2022 and 2021.

			Three months ended June 30,																		Six months ended June 30,
			2022						2021						Increase (Decrease)						2022						2021						Increase (Decrease)
Operating expenses
Depreciation and amortization			$	24,205					$	21,995					$	2,210					$	47,034					$	43,682					$	3,352
Property operating			9,184						7,774						1,410						17,469						15,783						1,686
Real estate taxes			8,615						8,158						457						16,658						16,291						367
General and administrative			8,116						9,910						(1,794)						16,003						20,261						(4,258)
Total operating expenses			$	50,120					$	47,837					$	2,283					$	97,164					$	96,017					$	1,147

Depreciation and amortization expenses for the three months ended June 30, 2022 increased $2.2 million when compared to the same period in 2021, primarily as a result of net acquisition and disposition activity generating increased depreciation and amortization expense of $3.6 million, which was partially offset by $1.4 million of reduced depreciation and amortization expense for retail properties meeting our same property criteria, primarily relating to the demolition of a building at one retail property in 2021.

Depreciation and amortization expenses for the six months ended June 30, 2022 increased $3.4 million when compared to the same period in 2021, primarily as a result of net acquisition and disposition activity generating increased depreciation and amortization expense of $5.9 million, which was partially offset by $2.5 million of reduced depreciation and amortization expense for retail properties meeting our same property criteria, primarily relating to the demolition of a building at one retail property in 2021.

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Property operating expenses for the three months ended June 30, 2022 increased $1.4 million when compared to the same period in 2021, primarily as a result of net acquisition and disposition activity generating increased property operating expenses of $0.9 million, and $0.5 million of additional property operating expenses for retail properties meeting our same property criteria, primarily relating to increased repairs, maintenance, and landscaping costs.

Property operating expenses, for the six months ended June 30, 2022 increased $1.7 million when compared to the same period in 2021, primarily as a result of net acquisition and disposition activity generating increased property operating expenses of $1.4 million, and $0.3 million of additional property operating expenses for retail properties meeting our same property criteria, primarily relating to increased insurance costs.

General and administrative expenses for the three months ended June 30, 2022 decreased $1.8 million when compared to the same period in 2021, primarily as a result of decreased long-term incentive plan costs of $1.0 million and other decreased compensation costs of $0.8 million.

General and administrative expenses for the six months ended June 30, 2022 decreased $4.3 million when compared to the same period in 2021, primarily as a result of decreased long-term incentive plan costs of $2.5 million, other decreased compensation costs of $1.0 million, and decreased stock administration and investor relations costs of $0.8 million.

The decrease in long-term incentive plan costs for the three and six months ended June 30, 2022 was primarily due to the retirement of our previous President and Chief Executive Officer in August 2021 and the appointment of certain executives in establishing a plan of succession.

The following table presents the changes in our other income and expenses for the three and six months ended June 30, 2022 and 2021.

			Three months ended June 30,																		Six months ended June 30,
			2022						2021						Change						2022						2021						Change
Other income (expense)
Interest expense, net			$	(5,631)					$	(3,972)					$	(1,659)					$	(10,440)					$	(7,957)					$	(2,483)
Loss on extinguishment of debt			—						—						—						(96)						—						(96)
Gain on sale of investment properties, net			36,856						361						36,495						36,856						880						35,976
Equity in earnings of unconsolidated entities			716						775						(59)						3,432						1,395						2,037
Other income and expense, net			207						32						175						155						(163)						318
Total other income (expense), net			$	32,148					$	(2,804)					$	34,952					$	29,907					$	(5,845)					$	35,752

Interest expense, net

Interest expense, net, for the three months ended June 30, 2022 increased $1.7 million when compared to the same period in 2021, primarily as a result of:

•fluctuations in our line of credit balances and interest rates on our corporate credit facilities generating increased interest expense of $0.9 million,

•assumption of mortgages on Shops at Arbor Trails, Escarpment Village, and the Highlands of Flower Mound of $31.5 million, $26.0 million, and $22.9 million, respectively, generating total increased interest expense of $0.8 million,

•increased amortization of debt issuance costs of $0.3 million, and was offset by:

•paying off a $22.3 million mortgage payable on Pavilion at LaQuinta, decreasing interest expense by $0.3 million.

Interest expense, net, for the six months ended June 30, 2022 increased $2.5 million when compared to the same period in 2021, primarily as a result of:

•fluctuations in our line of credit balances and interest rates on our corporate credit facilities generating increased interest expense of $1.2 million,

•assumption of mortgages on Shops at Arbor Trails, Escarpment Village, and the Highlands of Flower Mound of $31.5 million, $26.0 million, and $22.9 million, respectively, generating increased interest expense of $1.1 million,

•increased amortization of debt issuance costs of $0.5 million, and was offset by:

•paying off a $22.3 million mortgage payable on Pavilion at LaQuinta, decreasing interest expense by $0.3 million and generating a loss on debt extinguishment of $0.1 million.

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Gain on sale of investment properties, net

During the three and six months ended June 30, 2022, we recognized gains of $36.9 million on the sale of two retail properties.

During the three and six months ended June 30, 2021, we recognized a net gain of $0.4 million and $0.9 million, respectively, on the completion of partial condemnations at three retail properties.

Equity in earnings of unconsolidated entities

Equity in earnings of unconsolidated entities for the six months ended June 30, 2022 increased $2.0 million when compared to the same period in 2021, primarily as a result of a gain on sale of a property of $2.2 million and decreased interest expense of $0.6 million, which were partially offset by decreased earnings from property operations of $0.8 million. The aforementioned amounts represent our proportionate share of the activity.

Net Operating Income

We evaluate the performance of our retail properties based on NOI, which excludes general and administrative expenses, depreciation and amortization, provision for asset impairment, 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 straight-line rent, above/below market lease amortization and amortization of lease incentives). We bifurcate NOI into Same Property NOI and NOI from other investment properties based on whether the underlying retail properties meet our same property criteria.

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.

Comparison of Same Property results for the three and six months ended June 30, 2022 and 2021

A total of 52 wholly-owned retail properties and 57 Pro Rata retail properties met our Same Property criteria for both the three and six months ended June 30, 2022 and 2021. The following table presents the reconciliation of net income, the most directly comparable GAAP measure, to NOI, Same Property NOI, and Pro Rata Same Property NOI for the three and six months ended June 30, 2022 and 2021:

			Three months ended June 30,												Six months ended June 30,
			2022						2021						2022						2021
Net income			$	41,921					$	1,499					$	51,422					$	1,399
Adjustments to reconcile to non-GAAP metrics:
Other income and expense, net			(207)						(32)						(155)						163
Equity in earnings of unconsolidated entities			(716)						(775)						(3,432)						(1,395)
Interest expense, net			5,631						3,972						10,440						7,957
Loss on extinguishment of debt			—						—						96						—
Gain on sale of investment properties, net			(36,856)						(361)						(36,856)						(880)
Depreciation and amortization			24,205						21,995						47,034						43,682
General and administrative			8,116						9,910						16,003						20,261
Other fee income			(640)						(894)						(1,394)						(1,907)
Adjustments to NOI (a)			(2,422)						(1,968)						(6,294)						(3,849)
NOI			39,032						33,346						76,864						65,431
NOI from other investment properties			(4,397)						(1,066)						(7,370)						(2,076)
Same Property NOI			34,635						32,280						69,494						63,355
IAGM Same Property NOI at share			2,682						2,382						5,292						4,705
Pro Rata Same Property NOI			$	37,317					$	34,662					$	74,786					$	68,060

(a)Adjustments to NOI include termination fee income and expense and GAAP rent adjustments.

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Comparison of the components of Same Property NOI for the three and six months ended June 30, 2022 and 2021

			Three months ended June 30,																								Six months ended June 30,
			2022						2021						Change						Var.						2022						2021						Change						Var.
Lease income, net			$	49,848					$	47,578					$	2,270					4.8		%				$	99,237					$	94,178					$	5,059					5.4		%
Other property income			306						269						37						13.8		%				573						454						119						26.2		%
			50,154						47,847						2,307						4.8		%				99,810						94,632						5,178						5.5		%
Property operating			8,089						7,630						459						6.0		%				15,727						15,431						296						1.9		%
Real estate taxes			7,430						7,937						(507)						(6.4)		%				14,589						15,846						(1,257)						(7.9)		%
			15,519						15,567						(48)						(0.3)		%				30,316						31,277						(961)						(3.1)		%
Same Property NOI			$	34,635					$	32,280					$	2,355					7.3		%				$	69,494					$	63,355					$	6,139					9.7		%

Same Property NOI increased by $2.4 million, or 7.3%, when comparing the three months ended June 30, 2022 to the same period in 2021, and was primarily a result of:

•increased minimum rent of $1.9 million, primarily attributable to increased occupancy and rental rates,

•decreased non-recoverable expenses of $0.1 million, primarily attributable to tenant lease negotiations, and

•increased percentage rent of $0.4 million, primarily attributable to grocers experiencing heightened sales volumes.

Same Property NOI increased by $6.1 million, or 9.7%, when comparing the six months ended June 30, 2022 to the same period in 2021, and was primarily a result of:

•increased minimum rent of $4.1 million, primarily attributable to increased economic and leased occupancy levels,

•net changes in credit losses and related reversals of $0.6 million, primarily attributable to the resiliency of our tenants and markets in which we operate,

•decreased recoverable expenses of $0.7 million, primarily attributable to increased real estate tax refunds,

•decreased non-recoverable expenses of $0.3 million, primarily attributable to tenant lease negotiations,

•increased percentage rent of $0.6 million, primarily attributable to grocers experiencing heightened sales volumes, and was offset by:

•decreased recovery income of $0.2 million, primarily attributable to real estate tax recoveries.

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Funds From Operations

The National Association of Real Estate Investment Trusts ("NAREIT"), an industry trade group, has promulgated a widely accepted non-GAAP financial measure of operating performance known as Funds From Operations ("NAREIT FFO"). Our NAREIT FFO is net income (or loss) in accordance with GAAP, excluding gains (or losses) resulting from dispositions of properties, plus depreciation and amortization and impairment charges on depreciable real property. Adjustments for IAGM are calculated to reflect our proportionate share of the joint venture's funds from operations on the same basis.

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 use Core FFO as an input to our compensation plan to determine cash bonuses and measure the achievement of certain performance-based equity awards.

See our Annual Report on Form 10-K for expanded descriptions of NAREIT FFO and Core FFO. FFO Applicable to Common Shares and Dilutive Securities and Core FFO Applicable to Common Shares and Dilutive Securities is calculated as follows:

			Three months ended June 30,												Six months ended June 30,
			2022						2021						2022						2021
Net income			$	41,921					$	1,499					$	51,422					$	1,399
Depreciation and amortization related to investment properties			23,996						21,774						46,618						43,221
Gain on sale of investment properties, net			(36,856)						(361)						(36,856)						(880)
Unconsolidated joint venture adjustments (a)			1,385						2,086						920						4,156
NAREIT FFO Applicable to Common Shares and Dilutive Securities			30,446						24,998						62,104						47,896
Amortization of above and below-market leases and lease inducements, net			(1,062)						(1,143)						(3,609)						(2,385)
Straight-line rent adjustments, net			(1,211)						(653)						(2,368)						(1,170)
Adjusting items, net (b)			524						539						1,397						1,358
Unconsolidated joint venture adjusting items, net (c)			(66)						146						128						306
Core FFO Applicable to Common Shares and Dilutive Securities			$	28,631					$	23,887					$	57,652					$	46,005
Weighted average common shares outstanding - basic			67,413,049						71,943,542						67,384,044						71,970,945
Dilutive effect of unvested restricted shares (d)			137,797						92,804						193,480						53,528
Weighted average common shares outstanding - diluted			67,550,846						72,036,346						67,577,524						72,024,473
Net income per common share, basic and diluted			$	0.62					$	0.02					$	0.76					$	0.02
Per share adjustments - NAREIT FFO Applicable to Common Shares and Dilutive Securities			(0.17)						0.33						0.16						0.64
NAREIT FFO Applicable to Common Shares and Dilutive Securities per share			$	0.45					$	0.35					$	0.92					$	0.66
Per share adjustments - Core FFO Applicable to Common Shares and Dilutive Securities			(0.03)						(0.02)						(0.07)						(0.02)
Core FFO Applicable to Common Shares and Dilutive Securities per share			$	0.42					$	0.33					$	0.85					$	0.64

(a)Represents our share of depreciation, amortization and gain on sale related to investment properties held in IAGM.

(b)Adjusting items, net, are primarily loss on extinguishment of debt, amortization of debt discounts and financing costs, 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 miscellaneous and settlement income.

(c)Represents our share of amortization of above and below-market leases and lease inducements, net, straight line rent adjustments, net and adjusting items, net related to IAGM.

(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.

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Liquidity and Capital Resources

Development, Redevelopment, Capital Expenditures and Leasing Activities

The following table summarizes capital resources used through development and redevelopment, capital expenditures, and leasing activities at our retail properties owned during the six months ended June 30, 2022. These costs are classified as cash used in capital expenditures and tenant improvements and investment in development and redevelopment projects on the condensed consolidated statements of cash flows during the six months ended June 30, 2022.

			Development and Redevelopment						Capital Expenditures						Leasing						Total
Direct costs			$	5,302		(a)			$	5,683					$	3,822		(c)			$	14,807
Indirect costs			822			(b)			629						—						1,451
Total			$	6,124					$	6,312					$	3,822					$	16,258

(a)Direct development and redevelopment costs relate to construction of buildings at our retail properties.

(b)Indirect development and redevelopment costs relate to capitalized interest, real estate taxes, insurance, and payroll attributed to improvements at our retail properties.

(c)Direct leasing costs relate to improvements to a tenant space that are either paid directly by or reimbursed to the tenants.

Short-Term Liquidity and Capital Resources

On a short-term basis, our principal uses for funds are to pay our operating and corporate expenses, interest and principal on our indebtedness, property capital expenditures, and to make distributions to our stockholders.

Our ability to maintain adequate liquidity for our operations in the future is dependent upon a number of factors, including our revenue, macroeconomic conditions, our ability to contain costs, including capital expenditures, and to collect rents and other receivables, and various other factors, many of which are beyond our control. We will continue to monitor our liquidity position and may seek to raise funds through debt or equity financing in the future to fund operations, significant investments or acquisitions that are consistent with our strategy. Our ability to raise these funds may also be diminished by other macroeconomic factors.

Long-Term Liquidity and Capital Resources

Our objectives are to maximize revenue generated by our retail platform, to further enhance the value of our retail properties to produce attractive current yield and long-term returns for our stockholders, and to generate sustainable and predictable cash flow from our operations to distribute to our stockholders.

Any future determination to pay distributions will be at the discretion of our board of directors (the "Board") and will depend on our financial condition, capital requirements, restrictions contained in current or future financing instruments, and such other factors as our Board deems relevant.

Our primary sources and uses of capital are as follows:

Sources						Uses
•Operating cash flows from our real estate investments; •Distributions from our joint venture investment; •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 Notes and Series B Notes offering.						•To invest in properties; •To fund development, redevelopment, 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; and •To fund other general corporate uses.

From time to time, we may seek to acquire additional 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.

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Distributions

During the six months ended June 30, 2022, we declared distributions to our stockholders totaling $27.7 million and paid cash distributions of $27.6 million. As we execute on our retail strategy and continue to evaluate our business, results of operations and cash flows, our Board will continue to evaluate our distribution on a periodic basis.

Summary of Cash Flows

			Six months ended June 30,												Change
			2022						2021
Cash provided by operating activities			$	63,492					$	53,999					$	9,493
Cash used in investing activities			(73,781)						(10,358)						(63,423)
Cash provided by (used in) financing activities			61,328						(95,300)						156,628
Decrease in cash, cash equivalents and restricted cash			51,039						(51,659)						102,698
Cash, cash equivalents and restricted cash at beginning of period			44,854						223,770						(178,916)
Cash, cash equivalents and restricted cash at end of period			$	95,893					$	172,111					$	(76,218)

Cash provided by operating activities of $63.5 million and $54.0 million for the six months ended June 30, 2022 and 2021, respectively, was generated primarily from income from property operations and operating distributions from IAGM. Cash provided by operating activities increased $9.5 million when comparing the six months ended June 30, 2022, to the same period in 2021, primarily as a result of the resiliency of our tenants and markets in which we operate, increased distributions from IAGM, general fluctuations in working capital, and the acquisition of five retail properties, which was partially offset by the disposition of three retail properties since January 1, 2021.

Cash used in investing activities of $73.8 million for the six months ended June 30, 2022, was primarily the result of:

•$156.1 million for acquisitions of investment properties,

•$19.4 million for capital investments and leasing costs on investment properties, which was partially offset by cash provided of:

•$54.3 million from net proceeds received from the sale of investment properties, and

•$47.4 million from distributions from unconsolidated entities.

Cash used in investing activities of $10.4 million for the six months ended June 30, 2021, was primarily the result of:

•$11.7 million for capital investments and leasing costs on investment properties, which was partially offset by cash provided of:

•$1.3 million from net proceeds received from the sale of investment properties.

Cash provided by financing activities of $61.3 million for the six months ended June 30, 2022, was primarily the result of:

•$112.0 million drawn from the line of credit to partially finance our acquisitions in Austin, Texas, which was partially offset by cash used of:

•$22.3 million for pay-offs of debt,

•$27.6 million to pay distributions, and

•$0.8 million for principal payments on mortgage debt, payment of finance lease liabilities, and payment of loan fees and other deposits.

Cash used in financing activities of $95.3 million for the six months ended June 30, 2021, was primarily the result of:

•$50.0 million for pay-down of line of credit,

•$27.7 million to pay distributions,

•$16.7 million for the common shares repurchased through the share repurchase program, and

•$0.9 million for principal payments on mortgage debt, payment of finance lease liabilities, and payment of loan fees and other deposits.

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We consider all demand deposits, money market accounts and investments in certificates of deposit and repurchase agreements with a maturity of three months or less, at the date of purchase, to be cash equivalents. We maintain our cash and cash equivalents at major financial institutions. The combined account balances at one or more institutions generally exceed the Federal Depository Insurance Corporation ("FDIC") insurance coverage. We periodically assess the credit risk associated with these financial institutions. As a result, there is what we believe to be insignificant credit risk related to amounts on deposit in excess of FDIC insurance coverage.

Off Balance Sheet Arrangements

The Company does not have off balance sheet arrangements other than its joint venture, IAGM, as disclosed in "Note 6. Investment in Unconsolidated Entities" in the condensed consolidated financial statements.

Contractual Obligations

We have obligations related to our mortgage loans, term loan, and revolving credit facility as described in "Note 7. Debt" in the condensed consolidated financial statements. The unconsolidated joint venture in which we have an investment has third-party mortgage debt of $126.0 million as of June 30, 2022, as described in "Note 6. Investment in Unconsolidated Entities" in the condensed consolidated financial statements. It is anticipated that our unconsolidated joint venture will be able to repay or refinance all of its debt on a timely basis.

The following table presents, on a consolidated basis, our obligations to make future payments under debt and lease agreements. It excludes debt payable by our unconsolidated joint venture and debt discounts that are not future cash obligations as of June 30, 2022.

			Payments due by year ending December 31,
			2022						2023						2024						2025						2026						Thereafter						Total
Long-term debt:
Fixed rate, principal (a)			$	—					$	38,775					$	15,700					$	51,510					$	200,000					$	157,500					$	463,485
Variable-rate, principal			—						—						—						143,000						—						100,000						243,000
Interest			12,018						24,067						22,841						20,342						12,923						5,757						97,948
Total long-term debt			12,018						62,842						38,541						214,852						212,923						263,257						804,433
Operating leases (b)			8						513						575						456						460						1,740						3,752
Finance leases (c)			102						21						—						—						—						—						123
Grand total			$	12,128					$	63,376					$	39,116					$	215,308					$	213,383					$	264,997					$	808,308

(a)Includes $200.0 million of variable-rate unsecured term loans that have been swapped to a fixed rate until September 22, 2026, and $100.0 million of variable-rate unsecured term loans that have been swapped to a fixed rate until March 22, 2027.

(b)Includes leases on corporate office spaces.

(c)Includes contracts for property improvements which have been deemed to contain finance leases.

On June 3, 2022, we entered into the Note Purchase Agreement with the various purchasers named therein providing for a private placement of $250 million aggregate principal amount of senior unsecured notes as further described in “Recent Developments—Note Purchase Agreement”.

Critical Accounting Estimates

Our financial statements are prepared in accordance with GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company bases these estimates, judgments and assumptions on historical experience and various other factors that the Company believes to be reasonable under the circumstances. Actual results may differ from these estimates.

There have been no material changes to our critical accounting estimates as compared to the critical accounting estimates described in our "Management’s Discussion and Analysis of Financial Condition and Results of Operations" set forth in our Annual Report.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

We are subject to market risk associated with changes in interest rates both in terms of variable-rate debt and the price of new fixed-rate debt upon maturity of existing debt. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows. As of June 30, 2022, our debt included outstanding variable-rate line of credit balances of $143.0 million and term loans of $400.0 million, of which $300.0 million has been effectively swapped to a fixed rate. If market rates of interest on all variable-rate debt as of June 30, 2022 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 $2.4 million. See our Annual Report for expanded discussion regarding how we achieve our interest rate risk management objectives and how we often use financial instruments to hedge exposures to changes in interest rates on loans.

We are party to four interest rate forward swap agreements which address the periods between the maturity dates of the four effective swaps and the maturity dates of the Amended Term Loan Agreement. On May 11, 2022, we transitioned our Amended Revolving Credit Agreement and Amended Term Loan Agreement from 1-Month LIBOR to pricing based on 1-Month Term SOFR. Although the Amended Term Loan Agreement is priced in 1-Month Term SOFR and the interest rate swaps are priced in 1-Month LIBOR, our hedging instruments continue to qualify for cash flow hedge accounting. In tandem, the interest rate swaps effectively fix the interest rates for a constant notional amount through the maturity dates on borrowings under the Amended Term Loan Agreement.

The following table summarizes our four effective interest rate swaps as of June 30, 2022:

																																				Fair Value as of
Interest Rate Swap						Effective Date						Termination Date						InvenTrust Receives Variable Rate of						InvenTrust Pays Fixed Rate of						Notional Amount						June 30, 2022						December 31, 2021
5 year, fixed portion						Dec 2, 2019						Dec 21, 2023						1-Month LIBOR						1.4795%						$	100,000					$	2,436					$	(1,304)
5 year, fixed portion						Dec 2, 2019						Dec 21, 2023						1-Month LIBOR						1.4795%						100,000						2,431						(1,304)
5.5 year, fixed portion						Dec 2, 2019						Jun 21, 2024						1-Month LIBOR						1.4915%						50,000						1,551						(674)
5.5 year, fixed portion						Dec 2, 2019						Jun 21, 2024						1-Month LIBOR						1.4990%						50,000						1,541						(684)
																														$	300,000					$	7,959					$	(3,966)

The following table summarizes our four forward interest rate swaps as of June 30, 2022:

																																				Fair Value as of
Interest Rate Swap						Effective Date						Termination Date						InvenTrust Receives Variable Rate of						InvenTrust Pays Fixed Rate of						Notional Amount						June 30, 2022						December 31, 2021
5 year, fixed portion						Dec 21, 2023						Sep 22, 2026						1-Month LIBOR						1.5763%						$	100,000					$	2,916					$	(230)
5 year, fixed portion						Dec 21, 2023						Sep 22, 2026						1-Month LIBOR						1.5730%						100,000						2,920						(212)
5.5 year, fixed portion						Jun 21, 2024						Mar 22, 2027						1-Month LIBOR						1.5770%						50,000						1,415						(87)
5.5 year, fixed portion						Jun 21, 2024						Mar 22, 2027						1-Month LIBOR						1.5960%						50,000						1,385						(118)
																														$	300,000					$	8,636					$	(647)

The following table summarizes IAGM's effective interest rate swaps as of June 30, 2022:

																																				Fair Value as of
Interest Rate Swap						Effective Date						Termination Date						IAGM Receives Variable Rate of						IAGM Pays Fixed Rate of						Notional Amount						June 30, 2022						December 31, 2021
Secured term loan						Apr 1, 2020						Nov 2, 2023						1-Month LIBOR						0.4290%						$	45,000					$	1,652					$	310
Secured term loan						Apr 1, 2020						Nov 2, 2023						1-Month LIBOR						0.4060%						30,000						1,112						220
																														$	75,000					$	2,764					$	530

The gains or losses resulting from marking-to-market our derivatives each reporting period are recognized as an increase or decrease in comprehensive income on our condensed consolidated statements of operations and comprehensive income.

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Item 4. Controls and Procedures

Disclosure Controls and Procedures

As required by Rule 13a-15(b) and Rule 15d-15(b) under the Securities Exchange Act, our management, including our Principal Executive Officer and our Principal Financial Officer, evaluated as of June 30, 2022, the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and Rule 15d-15(e). Based on that evaluation, our Principal Executive Officer and our Principal Financial Officer concluded that our disclosure controls and procedures, as of June 30, 2022, were effective for the purpose of ensuring that information required to be disclosed by us in this report is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Exchange Act and is accumulated and communicated to management, including our Principal Executive Officer and our Principal Financial Officer as appropriate to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting during the quarter ended June 30, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II - Other Information

Item 1. Legal Proceedings

We are subject, from time to time, to various legal proceedings and claims that arise in the ordinary course of business. While the resolution of these matters cannot be predicted with certainty, 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 1A. Risk Factors

As of June 30, 2022, there have been no material changes from the risk factors previously disclosed in response to Item 1A. to Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit No.						Description
3.1						Seventh Articles of Amendment and Restatement of InvenTrust Properties Corp., as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q, as filed by the Registrant with the SEC on May 14, 2015)
3.2						Articles of Amendment of InvenTrust Properties Corp. (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on August 5, 2021)
3.3						Articles of Amendment of InvenTrust Properties Corp. (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on August 5, 2021)
3.4						Articles Supplementary of InvenTrust Properties Corp. (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on October 12, 2021)
3.5						Articles of Amendment of InvenTrust Properties Corp. (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on April 28, 2022)
3.6						Third Amended and Restated Bylaws of the Company, dated as of October 12, 2021 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on October 12, 2021)
10.1						Note Purchase Agreement, dated June 3, 2022, by and among InvenTrust Properties Corp. and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on June 3, 2022)
31.1*						Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*						Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*						Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*						Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101						The following financial information from our Quarterly Report on Form 10-Q for the period ended June 30, 2022, filed with the SEC on August 2, 2022, is formatted in Extensible Business Reporting Language ("XBRL"): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income, (iii) Condensed Consolidated Statements of Equity, (iv) Condensed Consolidated Statements of Cash Flows (v) Notes to Condensed Consolidated Financial Statements (tagged as blocks of text).
104						Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
						* Filed as part of this Quarterly Report on Form 10-Q

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

InvenTrust Properties Corp.

Date:			August 2, 2022
By:			/s/ Daniel J. Busch
Name:			Daniel J. Busch
Title:			President, Chief Executive Officer (Principal Executive Officer)
Date:			August 2, 2022
By:			/s/ Michael Phillips
Name:			Michael Phillips
Title:			Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

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