Income Taxes

The Company has elected and has operated so as to qualify to be taxed as a REIT under the Code commencing with the tax year ended December 31, 2005. So long as it qualifies as a REIT, the Company generally will not be subject to federal income tax on taxable income that is distributed currently to stockholders. A REIT is subject to a number of organizational and operational requirements including a requirement that it currently distribute at least 90% of its REIT taxable income (subject to certain adjustments) to its stockholders each year. 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 and would not be able to re-elect REIT during the four years following the year of the failure. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income, property or net worth and federal income and excise taxes on its undistributed income.

In addition, prior to the Highlands spin-off, the Company owned substantially all of the outstanding stock of a subsidiary REIT, MB REIT (Florida), Inc. ("MB REIT"), which the Company consolidated for financial reporting purposes but which was treated as a separate REIT for federal income tax purposes until December 15, 2015, when MB REIT redeemed all of the outstanding shares of its Series B Preferred Stock and became a wholly owned subsidiary of InvenTrust. At that time, MB REIT became a Qualified REIT Subsidiary ("QRS") of the Company and ceased to be treated as a separate REIT for U.S. federal income tax purposes. As a QRS, MB REIT was disregarded as a separate entity from the Company for federal income tax purposes. All assets, liabilities and items of income, deduction and credit of MB REIT were treated for federal income tax purposes as those of the Company. As a result of the spin-off of Highlands, MB REIT became a wholly owned subsidiary of Highlands.

The Company has elected to treat certain of its consolidated subsidiaries, and may in the future elect to treat newly formed subsidiaries, as taxable REIT subsidiaries pursuant to the Code. Taxable REIT subsidiaries may participate in non-real estate related activities and/or perform non-customary services for tenants and are subject to federal and state income tax at regular corporate tax rates. The components of income tax expense for the years ended December 31, 2017, 2016, and 2015 are as follows:



	2017									2016							2015
	Federal			State			Total			Federal			State		Total		Federal			State		Total
Current	$	781		$	543		$	1,324		$	130		$	71	$	201	$	1,244		$	601	$	1,845
Deferred	—			—			—			—			—		—		—			—		—
Income tax provision from continuing operations	$	781		$	543		$	1,324		$	130		$	71	$	201	$	1,244		$	601	$	1,845
Income tax (benefit) provision from discontinued operations	$	(3	)	$	(5	)	$	(8	)	$	(1	)	$	268	$	267	$	(1,114	)	$	2,058	$	944

Deferred tax assets and liabilities are included within deferred costs and other assets and other liabilities in the consolidated balance sheets, respectively. The components of the deferred tax assets and liabilities at December 31, 2017 and 2016 were as follows:



	2017			2016
Net operating loss	$	—		$	—
Deferred income	—			—
Basis difference on investment in unconsolidated entities (a) (b)	27,916			73,228
Depreciation expense	—			—
Miscellaneous	—			—
Total deferred tax assets	27,916			73,228
Less: Valuation allowance	(27,916		)	(73,228		)
Net deferred tax assets	—			—
Deferred tax liabilities	$	—		$	—


(a)	Primarily relates to the basis difference in land of a non-core land development held by DRV.


(b)	As a result of recent U.S. federal income tax reform, the Company has applied a corporate tax rate of 21% to determine deferred tax assets and liabilities at December 31, 2017.

Deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based on consideration of available evidence, including future reversal of existing taxable temporary differences, future projected taxable income, and tax-planning strategies. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company has considered various factors, including future reversals of existing taxable temporary differences, projected future taxable income and tax-planning strategies in making this assessment.

Management believes it is more likely than not that the Company will not realize the benefits of these deductible differences. A valuation allowance of $27,916 has been recognized to reduce the deferred tax asset to zero at December 31, 2017. The amount of the deferred tax asset considered realizable, however, could be increased if estimates of taxable income indicate the ability to realize the deferred tax asset.

Tax Cuts and Jobs Act of 2017

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 ("Tax Act") was passed into legislation, which resulted in significant U.S. federal income tax reform. The Tax Act reduced the corporate tax rate from 35% to 21%, effective January 1, 2018. As a result, the Company re-measured the deferred tax assets of its TRSs to reflect the reduced future statutory income tax rate. The Company has recorded a decrease of $14,817 in deferred tax assets and a decrease to the associated valuation allowance of $14,817, which had no effect on the Company's net deferred assets for the year ended December 31, 2017. With the exception of the reduction in the corporate tax rate, the Company did not identify any other items for which the accounting for the income tax effects of the Tax Act have not been completed.

Uncertain Tax Positions

The Company had no unrecognized tax benefits as of or during the three year period ended December 31, 2017. The Company expects no significant increases or decreases in unrecognized tax benefits due to changes in tax positions within one year of December 31, 2017. The Company has no material interest or penalties relating to income taxes recognized in the consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2017, 2016 and 2015 or in the consolidated balance sheets as of December 31, 2017 and 2016. As of December 31, 2017, the Company’s 2016, 2015, and 2014 tax years remain subject to examination by U.S. and various state tax jurisdictions.

Distributions

For federal income tax purposes, distributions may consist of ordinary income, qualifying dividends, return of capital, capital gains or a combination thereof. Distributions to the extent of the Company’s current and accumulated earnings and profits for federal income tax purposes are taxable to the recipient as ordinary dividends, qualified dividends or capital gain distributions. Distributions in excess of these earnings and profits will constitute a non-taxable return of capital and will reduce the recipient’s basis in the shares.

A summary of the average taxable nature of the Company’s common distributions paid for each of the years in the three year period ended December 31, 2017 is as follows:



	For the year ended December 31,
	2017		2016		2015
Ordinary income	$	—	$	0.080	$	0.240
Capital gain	—		0.240		—
Return of capital	0.069		0.150		2.690
Total distributions per share	$	0.069	$	0.470	$	2.930