UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
ýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017March 31, 2018
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission file number 000-54376

STRATEGIC REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)

Maryland90-0413866
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer Identification No.)
  
66 Bovet Road, Suite 100
San Mateo, California, 94402
(650) 343-9300
(Address of Principal Executive Offices; Zip Code)(Registrant’s Telephone Number, Including Area Code)

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 such filing requirements for the past 90 days.    Yes   ý     No   ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   ý     No   ¨
Indicate by check mark whether the registrant is a large accelerated filed, 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. (Check one):
Large accelerated filer¨Accelerated filer¨
    
Non-accelerated filer
¨   (Do not check if a smaller reporting company)
Smaller reporting companyý
    
  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   ý
As of November 1, 2017,May 7, 2018, there were 11,012,72610,978,126 shares of the registrant’s common stock issued and outstanding.


STRATEGIC REALTY TRUST, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
 Page
  
  
Item 1.
   
 
   
 
   
 
   
 
   
 
   
Item 2.
   
Item 3.
   
Item 4.
   
 
  
Item 1.
   
Item 1A.
   
Item 2.
   
Item 3.
   
Item 4.
   
Item 5.
   
Item 6.
   
 


PART I
FINANCIAL INFORMATION
The accompanying interim unaudited condensed consolidated financial statements as of and for the ninethree months ended September 30, 2017,March 31, 2018, have been prepared by Strategic Realty Trust, Inc. (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements and should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2016,2017, as filed with the SEC on March 24, 201723, 2018 (the “2016“2017 Annual Report on Form 10-K”). The interim unaudited condensed consolidated financial statements herein should also be read in conjunction with the Notes to Condensed Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Quarterly Report on Form 10-Q. The results of operations for the ninethree months ended September 30, 2017,March 31, 2018, are not necessarily indicative of the operating results expected for the full year. The information furnished in the Company’s accompanying unaudited condensed consolidated balance sheets and unaudited condensed consolidated statements of operations, equity, and cash flows reflects all adjustments that, in management’s opinion, are necessary for a fair presentation of the aforementioned financial statements. Such adjustments are of a normal recurring nature.

ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
STRATEGIC REALTY TRUST, INC. AND SUBSIDIARIES
CONDENDSEDCONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except shares and per share amounts)
(unaudited)
September 30, December 31,March 31, December 31,
2017 20162018 2017
ASSETS      
Investments in real estate      
Land$16,451
 $15,510
$13,800
 $14,020
Building and improvements36,649
 47,810
29,447
 30,825
Tenant improvements1,599
 2,307
1,147
 1,188
54,699
 65,627
44,394
 46,033
Accumulated depreciation(3,840) (8,163)(2,578) (2,579)
Investments in real estate, net50,859
 57,464
41,816
 43,454
Properties under development and development costs      
Land25,851
 25,851
25,851
 25,851
Buildings589
 601
582
 585
Development costs8,346
 4,377
10,785
 9,609
Properties under development and development costs34,786
 30,829
37,218
 36,045
Cash and cash equivalents3,645
 3,130
Restricted cash4,180
 4,728
Cash, cash equivalents and restricted cash3,935
 3,902
Prepaid expenses and other assets, net250
 1,070
368
 200
Tenant receivables, net of $5 and $38 bad debt reserve763
 1,269
Tenant receivables, net of $30 and $0 bad debt reserve716
 1,007
Investments in unconsolidated joint ventures2,739
 4,761
2,592
 2,705
Lease intangibles, net2,642
 3,825
1,907
 2,061
Assets held for sale24,668
 24,157
22,098
 20,646
Deferred financing costs, net1,164
 264
1,113
 1,258
TOTAL ASSETS (1)
$125,696
 $131,497
$111,763
 $111,278
LIABILITIES AND EQUITY      
LIABILITIES      
Notes payable, net$45,473
 $54,304
$38,330
 $42,223
Accounts payable and accrued expenses2,612
 2,955
1,589
 2,006
Amounts due to affiliates2,538
 111
22
 21
Other liabilities548
 461
411
 387
Liabilities related to assets held for sale20,445
 22,182
18,522
 13,017
Below-market lease liabilities, net819
 3,049
418
 438
Deferred gain on sale of properties to unconsolidated joint venture668
 1,202

 668
TOTAL LIABILITIES (1)
73,103
 84,264
59,292
 58,760
Commitments and contingencies (Note 13)

 



 

EQUITY      
Stockholders’ equity      
Preferred stock, $0.01 par value; 50,000,000 shares authorized, none issued and outstanding
 

 
Common stock, $0.01 par value; 400,000,000 shares authorized; 11,012,726 and 10,938,245 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively111
 111
Common stock, $0.01 par value; 400,000,000 shares authorized; 10,978,126 and 10,988,438 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively111
 111
Additional paid-in capital96,283
 96,032
96,032
 96,097
Accumulated deficit(44,985) (50,676)(44,710) (44,741)
Total stockholders’ equity51,409
 45,467
51,433
 51,467
Non-controlling interests1,184
 1,766
1,038
 1,051
TOTAL EQUITY52,593
 47,233
52,471
 52,518
TOTAL LIABILITIES AND EQUITY$125,696
 $131,497
$111,763
 $111,278
(1)As of September 30, 2017,March 31, 2018 and December 31, 2016,2017, includes approximately $36.9$38.3 million and $32.8$37.2 million, respectively, of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and approximately $19.6$19.5 million and $19.9$19.6 million, respectively, of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. Refer to Note 5. “Variable Interest Entities”.
See accompanying notes to condensed consolidated financial statements.

STRATEGIC REALTY TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except shares and per share amounts)
(unaudited)
Three Months Ended
September 30,
 Nine Months Ended
September 30,
Three Months Ended
March 31,
2017 2016 2017 20162018 2017
Revenue:          
Rental and reimbursements$2,219
 $2,647
 $7,084
 $7,837
$1,753
 $2,640
          
Expense:          
Operating and maintenance848
 949
 2,554

2,787
650
 946
General and administrative483
 623
 1,478

1,691
447
 495
Depreciation and amortization653
 907
 2,439

2,628
358
 962
Transaction expense
 165
 85

445
2
 82
Interest expense449
 550
 1,505

1,660
271
 575
2,433
 3,194
 8,061
 9,211
1,728
 3,060
Operating loss(214) (547) (977) (1,374)
Operating income (loss)25
 (420)
          
Other income (loss):          
Equity in income (loss) of unconsolidated joint ventures(19) 16
 (24) 318
(2) 32
Net gain on disposal of real estate
 
 9,131
 614

 6,586
Loss on extinguishment of debt
 
 (80) (966)
Income (loss) before income taxes(233) (531) 8,050
 (1,408)
Income before income taxes23
 6,198
Income taxes3
 (19) (99)
(153)
 (19)
Net income (loss)(230)
(550) 7,951
 (1,561)
Net income (loss) attributable to non-controlling interests(13) (21) 293
 (58)
Net income (loss) attributable to common stockholders$(217) $(529) $7,658
 $(1,503)
Net income23

6,179
Net income attributable to non-controlling interests1
 230
Net income attributable to common stockholders$22
 $5,949
          
Earnings (loss) per common share - basic and diluted$(0.02) $(0.05) $0.70
 $(0.14)
Earnings per common share - basic and diluted$
 $0.54
          
Weighted average shares outstanding used to calculate earnings (loss) per common share - basic and diluted10,885,095
 11,007,864
 10,909,141
 11,017,654
Weighted average shares outstanding used to calculate earnings per common share - basic and diluted10,988,124
 10,937,451
See accompanying notes to condensed consolidated financial statements.

STRATEGIC REALTY TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EQUITY
(in thousands, except shares)
(unaudited)
Number of
Shares
 Par Value 
Additional
Paid-in Capital
 
Accumulated
Deficit
 
Total
Stockholders’
Equity
 
Non-controlling
Interests
 
Total
Equity
Number of
Shares
 Par Value 
Additional
Paid-in Capital
 
Accumulated
Deficit
 
Total
Stockholders’
Equity
 
Non-controlling
Interests
 
Total
Equity
BALANCE — December 31, 201610,938,245
 $111
 $96,032
 $(50,676) $45,467
 $1,766
 $47,233
Conversion of OP units to common shares162,409
 
 809
 
 809
 (809) 
BALANCE — December 31, 201710,988,438
 $111
 $96,097
 $(44,741) $51,467
 $1,051
 $52,518
Redemption of common shares(87,928) 
 (558) 
 (558) 
 (558)(10,312) 
 (65) 
 (65) 
 (65)
Quarterly distributions
 
 
 (1,967) (1,967) (66) (2,033)
 
 
 (659) (659) (14) (673)
Cumulative effect from change in accounting principle (Note 2)
 
 
 668
 668
 
 668
Net income
 
 
 7,658
 7,658
 293
 7,951

 
 
 22
 22
 1
 23
BALANCE — September 30, 201711,012,726
 $111
 $96,283
 $(44,985) $51,409
 $1,184
 $52,593
BALANCE — March 31, 201810,978,126
 $111
 $96,032
 $(44,710) $51,433
 $1,038
 $52,471
See accompanying notes to condensed consolidated financial statements.

STRATEGIC REALTY TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Nine Months Ended September 30,Three Months Ended March 31,
2017 20162018 2017
Cash flows from operating activities:      
Net income (loss)$7,951
 $(1,561)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:   
Net income$23
 $6,179
Adjustments to reconcile net income to net cash provided by operating activities:   
Net gain on disposal of real estate(9,131) (614)
 (6,586)
Loss on extinguishment of debt80
 966
Equity in income (loss) of unconsolidated joint ventures24
 (318)
Equity in loss (income) of unconsolidated joint ventures2
 (32)
Straight-line rent(179) (102)(25) (22)
Amortization of deferred costs404
 381
145
 114
Depreciation and amortization2,439
 2,628
358
 962
Amortization of above and below-market leases(129) (147)(15) (63)
Bad debt expense20
 23
30
 33
Changes in operating assets and liabilities:      
Prepaid expenses and other assets803
 (290)(168) 787
Tenant receivables288
 462
298
 339
Accounts payable and accrued expenses(118) 533
(267) (692)
Amounts due to affiliates(73) (47)1
 3
Other liabilities87
 (117)24
 124
Net change in restricted cash for operational expenditures131
 (554)
Net cash provided by operating activities2,597
 1,243
406
 1,146
      
Cash flows from investing activities:      
Net proceeds from the sale of real estate32,398
 8,737

 18,543
Acquisition of real estate(17,812) (10,225)
 (17,783)
Investment in properties under development and development costs(3,810) (28,538)(1,222) (1,437)
Improvements, capital expenditures, and leasing costs(1,110) (289)(33) (383)
Distributions from unconsolidated joint ventures1,998
 1,223
111
 1,998
Net change in restricted cash from investments in consolidated variable interest entities8
 (3,458)
Net change in restricted cash for capital expenditures409
 981
Net cash provided by (used in) investing activities12,081
 (31,569)
Net cash (used in) provided by investing activities(1,144) 938
      
Cash flows from financing activities:      
Redemption of common shares(558) (466)(65) (203)
Quarterly distributions(2,038) (2,058)(673) (681)
Proceeds from notes payable29,700
 38,400
1,600
 27,400
Repayment of notes payable(41,999) (8,823)
 (28,049)
Loan proceeds from an affiliate2,500
 
Payment of penalties associated with early repayment of notes payable(1) (839)
 (1)
Payment of loan fees from investments in consolidated variable interest entities(453) (719)(91) (197)
Payment of loan fees and financing costs(1,314) (69)
 (1,314)
Net cash provided by (used in) financing activities(14,163) 25,426
771
 (3,045)
      
Net increase (decrease) in cash and cash equivalents515
 (4,900)
Cash and cash equivalents – beginning of period3,130
 8,793
Cash and cash equivalents – end of period$3,645
 $3,893
Net increase (decrease) in cash, cash equivalents and restricted cash33
 (961)
Cash, cash equivalents and restricted cash – beginning of period3,902
 7,858
Cash, cash equivalents and restricted cash – end of period$3,935
 $6,897
      
Supplemental disclosure of non-cash investing and financing activities and other cash flow information:      
Distributions declared but not paid$676
 $684
$673
 $680
Change in accrued liabilities capitalized to investment in development(225) 346
(155) (377)
Change to accrued mortgage note payable interest capitalized to investment in development5
 159
6
 3
Amortization of deferred loan fees capitalized to investment in development367
 443
101
 201
Cumulative effect from change in accounting principle668
 
Cash paid for interest, net of amounts capitalized1,110
 1,121
111
 442
See accompanying notes to condensed consolidated financial statements.

STRATEGIC REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. ORGANIZATION AND BUSINESS
Strategic Realty Trust, Inc. (the “Company”) was formed on September 18, 2008, as a Maryland corporation. Effective August 22, 2013, the Company changed its name from TNP Strategic Retail Trust, Inc. to Strategic Realty Trust, Inc. The Company believes it qualifies as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and has elected REIT status beginning with the taxable year ended December 31, 2009, the year in which the Company began material operations.
Since the Company’s inception, its business has been managed by an external advisor. The Company has no direct employees and all management and administrative personnel responsible for conducting the Company’s business are employed by its advisor. Currently, the Company is externally managed and advised by SRT Advisor, LLC, a Delaware limited liability company (the “Advisor”) pursuant to an advisory agreement with the Advisor (the “Advisory Agreement”) initially executed on August 10, 2013, and subsequently renewed every year.year through 2017. The current term of the Advisory Agreement terminates on August 10, 2018. The Advisor is an affiliate of Glenborough, LLC (together with its affiliates, “Glenborough”), a privately held full-service real estate investment and management company focused on the acquisition, management and leasing of commercial properties.
Substantially all of the Company’s business is conducted through Strategic Realty Operating Partnership, L.P. (the “OP”). During the Company’s initial public offering (“Offering”), as the Company accepted subscriptions for shares of its common stock, it transferred substantially all of the net proceeds of the Offering to the OP as a capital contribution. The Company is the sole general partner of the OP. As of September 30, 2017both March 31, 2018 and December 31, 2016,2017, the Company owned 97.7% and 96.3%, respectively,97.9% of the limited partnership interests in the OP.
The Company’s principal demand for funds has been for the acquisition of real estate assets, the payment of operating expenses, interest on outstanding indebtedness, the payment of distributions to stockholders, and investments in unconsolidated joint ventures as well as development of properties. Substantially all of the proceeds of the completed Offering have been used to fund investments in real properties and other real estate-related assets, for payment of operating expenses, for payment of interest, for payment of various fees and expenses, such as acquisition fees and management fees, and for payment of distributions to stockholders. The Company’s available capital resources, cash and cash equivalents on hand and sources of liquidity are currently limited. The Company expects its future cash needs will be funded using cash from operations, future asset sales, debt financing and the proceeds to the Company from any sale of equity that it may conduct in the future.
The Company invests in and manages a portfolio of income-producing retail properties, located in the United States, real estate-owning entities and real estate-related assets, including the investment in or origination of mortgage, mezzanine, bridge and other loans related to commercial real estate. The Company has invested directly, and indirectly through joint ventures, in a portfolio of income-producing retail properties located throughout the United States, with a focus on grocery anchored multi-tenant retail centers, including neighborhood, community and lifestyle shopping centers, multi-tenant shopping centers and free standing single-tenant retail properties. During the first quarter of 2016, the Company invested, through joint ventures, in two significant retail projects under development.
As of September 30, 2017,March 31, 2018, in addition to the development projects, the Company’s portfolio of properties was comprised of 1210 properties, including 3three properties and 1 parcel held for sale, with approximately 425,000303,000 rentable square feet of retail space located in fivefour states. As of September 30, 2017,March 31, 2018, the rentable space at the Company’s retail properties was 97%94% leased.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Basis of Presentation
The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as contained within the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X.
The interim unaudited condensed consolidated financial statements include the accounts of the Company, the OP, their direct and indirect owned subsidiaries, and the accounts of joint ventures that are determined to be variable interest entities for which the Company is the primary beneficiary. All significant intercompany balances and transactions are eliminated in consolidation. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the Company’s condensed consolidated financial position, results of operations and cash flows have been included.

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STRATEGIC REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

present fairly the Company’s condensed consolidated financial position, results of operations and cash flows have been included.
The Company evaluates the need to consolidate joint ventures and variable interest entities based on standards set forth in ASC Topic 810, Consolidation (“ASC 810”). In determining whether the Company has a controlling interest in a joint venture or a variable interest entity and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the partners/members, as well as whether the entity is a variable interest entity for which the Company is the primary beneficiary. As of September 30, 2017March 31, 2018 and December 31, 2016,2017, the Company held ownership interests in two unconsolidated joint ventures. Refer to Note 4,4. “Investments in Unconsolidated Joint Ventures” for additional information. As of September 30, 2017March 31, 2018 and December 31, 2016,2017, the Company held variable interests in two variable interest entities and consolidated those entities. Refer to Note 5,5. “Variable Interest Entities” for additional information.
InvestmentsCash, Cash Equivalents and Restricted Cash
Cash and cash equivalents represent current bank accounts and other bank deposits free of encumbrances and having maturity dates of three months or less from the respective dates of deposit. The Company limits cash investments to financial institutions with high credit standing; therefore, the Company believes it is not exposed to any significant credit risk in Real Estatecash.
Restricted cash includes escrow accounts for real property taxes, insurance, capital expenditures and tenant improvements, debt service and leasing costs held by lenders.
In January 2017,November 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”) that clarifies the framework for determining whether an integrated set of assets and activities meets the definition of a business. The revised framework establishes a screen for determining whether an integrated set of assets and activities is a business and narrows the definition of a business, which is expected to result in fewer transactions being accounted for as business combinations. Acquisitions of integrated sets of assets and activities that do not meet the definition of a business are accounted for as asset acquisitions. 
The Company elected to early adopt ASU 2017-01 for the reporting period beginning January 1, 2017. As a result of adopting ASU 2017-01, the Company’s acquisitions of properties beginning January 1, 2017, were evaluated under the new guidance. The acquisitions occurring during 2017 were determined to be asset acquisitions, as they did not meet the revised definition of a business.
Evaluation of business combination or asset acquisition:
The Company evaluates each acquisition of real estate to determine if the integrated set of assets and activities acquired meet the definition of a business and need to be accounted for as a business combination. If either of the following criteria is met, the integrated set of assets and activities acquired would not qualify as a business:
•    Substantially all of the fair value of the gross assets acquired is concentrated in either a single identifiable asset or a group of similar identifiable assets; or
•    The integrated set of assets and activities is lacking, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs (i.e. revenue generated before and after the transaction).
An acquired process is considered substantive if:
•    The process includes an organized workforce (or includes an acquired contract that provides access to an organized workforce), that is skilled, knowledgeable, and experienced in performing the process;
•    The process cannot be replaced without significant cost, effort, or delay; or
•    The process is considered unique or scarce.
Generally, the Company expects that acquisitions of real estate will not meet the revised definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets), or because the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay.
In asset acquisitions, the purchase consideration, including acquisition costs, is allocated to the individual assets acquired and liabilities assumed on a relative fair value basis. As a result, asset acquisitions do not result in the recognition of goodwill or a bargain purchase gain.
Depreciation and amortization is computed using a straight-line method over the estimated useful lives of the assets as follows:
Years
Buildings and improvements5 - 30 years
Tenant improvements1 - 36 years
Tenant improvement costs recorded as capital assets are depreciated over the tenant’s remaining lease term, which the Company has determined approximates the useful life of the improvement. Expenditures for ordinary maintenance and repairs are expensed to operations as incurred. Significant renovations and improvements that improve or extend the useful lives of

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STRATEGIC REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

assets are capitalized. Acquisition costs related to asset acquisitions are capitalized in the condensed consolidated balance sheets.
For acquisitions of real estate prior to the adoption of ASU 2017-01, which were generally accounted for as business combinations, the Company recognized the assets acquired (including the intangible value of acquired above- or below-market leases, acquired in-place leases and other intangible assets or liabilities) at fair value as of the acquisition date. Acquisition costs related to the business combinations were expensed as incurred.
Reclassifications
Certain prior period amounts have been reclassified to conform with current period’s presentation. The reclassifications had no effect on the Company’s consolidated financial condition, results of operations, or cash flows.
Recent Accounting Pronouncements
The FASB issued the following ASUs which could have potential impact to the Company’s condensed consolidated financial statements:
In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash, which amends (Topic 230), Statement of Cash Flows (“ASU 2016-18”). ASU 2016-18 requires that a statement of cash flows explains the change during the reporting period in the total of cash, cash equivalents, and restricted cash or restricted cash equivalents. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. ASU 2016-18 will requirerequires adoption using a retrospective transition method. The Company adopted ASU 2016-18 on January 1, 2018. As a result of adopting ASU 2016-18, the Company revised the presentation of cash, cash equivalents and restricted cash on the condensed consolidated balance sheets and condensed consolidated statements of cash flows for all the periods presented. Upon adoption of ASU 2016-18, the Company recorded a decrease of $0.9 million in net cash provided by operating activities and $11 thousand in net cash provided by investing activities for the three months ended March 31, 2017, related to reclassifying the changes in the restricted cash balance from operating activities and investing activities to the cash, cash equivalents and restricted cash balances on the condensed consolidated statements of cash flows.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the condensed consolidated balance sheet that sum to the total of the same such amounts shown on the condensed consolidated statement of cash flows (amounts in thousands):
 March 31, 2018 December 31, 2017
Cash and cash equivalents$3,132
 $3,086
Restricted cash803
 816
Total cash, cash equivalents, and restricted cash$3,935
 $3,902
Revenue Recognition
Revenues include minimum rents, expense recoveries and percentage rental payments. Minimum rents are recognized on an accrual basis over the terms of the related leases on a straight-line basis when collectability is reasonably assured and the tenant has taken possession or controls the physical use of the leased property. If the lease provides for tenant improvements, the Company determines whether the tenant improvements, for accounting purposes, are owned by the tenant or the Company. When the Company is the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed. When the tenant is the owner of the tenant improvements, any tenant improvement allowance that is funded is treated as a lease incentive and amortized as a reduction of revenue over the lease term. Tenant improvement ownership is determined based on various factors including, but not limited to:
whether the lease stipulates how a tenant improvement allowance may be spent;
whether the amount of a tenant improvement allowance is in excess of market rates;
whether the tenant or landlord retains legal title to the improvements at the end of the lease term;
whether the tenant improvements are unique to the tenant or general-purpose in nature; and

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whether the tenant improvements are expected to have any residual value at the end of the lease.
For leases with minimum scheduled rent increases, the Company recognizes income on a straight-line basis over the lease term when collectability is reasonably assured. Recognizing rental income on a straight-line basis for leases results in recognized revenue amounts which differ from those that are contractually due from tenants on a cash basis. If the Company determines the collectability of straight-line rents is not reasonably assured, the Company limits future recognition to amounts contractually owed and paid, and, when appropriate, establishes an allowance for estimated losses.
The Company maintains an allowance for doubtful accounts, including an allowance for straight-line rent receivables, for estimated losses resulting from tenant defaults or the inability of tenants to make contractual rent and tenant recovery payments. The Company monitors the liquidity and creditworthiness of its tenants on an ongoing basis. For straight-line rent amounts, the Company’s assessment is based on amounts estimated to be recoverable over the term of the lease. The Company’s straight-line rent receivable (not including receivables on property held for sale), which is included in tenant receivables, net, on the condensed consolidated balance sheets, was approximately $0.5 million at both March 31, 2018 and December 31, 2017.
Certain leases contain provisions that require the payment of additional rents based on the respective tenants’ sales volume (contingent or percentage rent) and substantially all contain provisions that require reimbursement of the tenants’ allocable real estate taxes, insurance and common area maintenance costs (“CAM”). Revenue based on percentage of tenants’ sales is recognized only after the tenant exceeds its sales breakpoint. Revenue from tenant reimbursements of taxes, insurance and CAM is recognized in the period that the applicable costs are incurred in accordance with the lease agreement.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which was added to the ASC under Topic 606 (“ASC 606”). ASC 606 outlines a single comprehensive model for entities to use in accounting for revenues arising from contracts with customers. As the Company’s revenues are primarily generated through leasing arrangements, the Company’s revenues fall outside the scope of this standard.As part of ASU 2014-09, ASC 610-20, Gains and Losses from Derecognition of Nonfinancial Assets, (“ASC 610-20”) was issued. ASC 610-20 provided guidance for recognizing gains and losses from the transfer of nonfinancial assets, which includes the sale of real estate.
In February 2017, the FASB issued ASU No. 2017-05, Other Income-Gains and Losses for the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets (“ASU 2017-05”). ASU 2017-05 amends the guidance on nonfinancial assets in ASC 610-20. The amendments clarify that (i) a financial asset is within the scope of ASC 610-20 if it meets the definition of an in-substance nonfinancial asset and may include nonfinancial assets transferred within a legal entity to a counter-party, (ii) an entity should identify each distinct nonfinancial asset or in substance nonfinancial asset promised to a counter-party and de-recognize each asset when a counter-party obtains control of it, and (iii) an entity should allocate consideration to each distinct asset by applying the guidance in ASC 606 on allocating the transaction price to performance obligations. Further, ASU 2017-05 provides guidance on accounting for partial sales of nonfinancial assets.
Effective January 1, 2018, the Company applied the provisions of ASC 610-20, for gains on sale of real estate, and recognizes any gains at the time control of a property is transferred and when it is probable that substantially all of the related consideration will be collected. As a result of adopting ASC 610-20, using the modified retrospective method, the sales criteria in ASC 360, Property, Plant, and Equipment, no longer applied. As such, the Company recognized $0.7 million of deferred gains related to sales of properties to the SGO Joint Venture through a cumulative effect adjustment to accumulated deficit. Other than the cumulative effect adjustment relating to such deferred gains, the adoption of ASC 606 and ASC 610-20 did not have a material effectan impact on the Company’s condensed consolidated financial statements.
In October 2016, the FASB issued ASU No. 2016-17, Consolidation (Topic 810), Interests Held through related Parties That Are under Common Control (“ASU 2016-17”). ASU 2016-17 changes howReclassifications
Certain prior period amounts have been reclassified to conform with current period’s presentation as a reporting entity that is a single decision makerresult of a variable interest entity should treat indirect interest in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that variable interest entity. ASU 2016-17 is effective for fiscal years beginning after December 15, 2016. Early adoption is permitted, including adoption in an interim period. ASU 2016-17 will require adoption using the retrospective transition method beginning with the fiscal year in which the amendments in ASU No. 2015-02 were initially applied. The Company adopted ASU 2016-17 beginning January 1, 2017. The adoption of ASU 2016-172016-18. See Cash, Cash Equivalents and Restricted Cash section above for discussion of the impact of these reclassifications. The remaining reclassifications had no effect on the Company’s financial condition, results of operations or cash flows.
Recent Accounting Pronouncements
The FASB issued the following ASUs which could have potential impact onto the Company’s condensed consolidated financial statements.statements:
In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 addresses eight specific cash flow issues with the objective of reducing diversity in practice. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. ASU 2016-15 will require adoption on a retrospective basis. The applicationCompany

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adopted ASU 2016-15 on January 1, 2018. Adoption of ASU 2016-15 isdid not expected to have an impact on the Company’s condensed consolidated financial statements.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (“ASU 2016-13”). ASU 2016-13 requires a financial asset, measured at amortized cost basis to be presented at the net amount expected to be collected. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, with adoption permitted for fiscal years beginning after December 15, 2018. Adjustments resulting from adopting ASU 2016-13 shall be applied through a cumulative-effect adjustment to retained earnings. The adoption of ASU 2016-13 will not have an effectimpact on the Company’s condensed consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires entities to recognize lease assets and lease liabilities on the condensed consolidated balance sheet and disclose key information about leasing arrangements. The guidance retains a distinction between finance leases and operating leases. The recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous guidance. However, the principal difference from previous guidance is that the lease assets and lease liabilities arising from operating leases should be recognized in the statement of financial position. The accounting applied by a lessor is largely unchanged from that applied under the previous guidance. The amendments in this guidance are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Earlier application is permitted. Lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply. On January 5, 2018, the FASB also issued an Exposure Draft proposing to amend ASU 2016-02, which would provide lessors with a practical expedient, by class of underlying assets, to not separate non-lease components from the related lease components and, instead, to account for those components as a single lease component, if certain criteria are met. The amendments in this guidance and the related Exposure Draft are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Earlier application is permitted. The Company believes that the adoption of ASU 2016-02 will not change the accounting for operating leases on its condensed consolidated balance sheets. The Company expects that certain non-lease components will need to be accounted for separately fromutilize the lease components, withpractical expedients proposed in the lease components continuing to be recognized on a straight-line

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basis over the term of the lease and certain non-lease components being accounted for under the new revenue recognition guidance in ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) discussed below.
In May 2014, the FASB issued ASU 2014-09. ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenues arising from contracts with customers. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers(Topic 606): Deferral of the Effective Date, which effectively defers theits adoption of ASU 2014-09 to fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2016. Companies may apply either a full retrospective or a modified retrospective approach to adopt this guidance. In 2016, the FASB issued ASU No. 2016-08, ASU No. 2016-09 and ASU No. 2016-12, which provide interpretive clarifications on the new guidance in Topic 606. The Company’s revenues are primarily generated through leasing arrangements. As such, management believes the Company’s revenue from leasing arrangements falls out of the scope of this standard and does not expect the adoption of ASU 2014-09 to have a significant impact on its financial statements. The Company believes, that its revenue stream from non-lease components, which is comprised of common area maintenance reimbursements, may be impacted by the adoption of ASU 2014-09.2016-02.
3. REAL ESTATE INVESTMENTS
Acquisition of Properties
On January 4, 2017, the Company purchased certain property located in the Hayes Valley neighborhood at 388 Fulton Street in San Francisco, California (“388 Fulton”). The seller was not affiliated with the Company or the Advisor. 388 Fulton is comprised of two leased commercial condominiums with an aggregate of 3,110 square feet of retail space. The aggregate purchase price of 388 Fulton was approximately $4.2 million, subject to customary closing costs and proration adjustments. The Company drew down $4.0 million on its line of credit to fund this acquisition.
On January 11, 2017, the Company purchased certain property located in the Silver Lake neighborhood of Los Angeles, California (“Silver Lake”). The seller was not affiliated with the Company or the Advisor. Silver Lake is comprised of two boutique retail buildings totaling approximately 10,497 square feet of retail space. The aggregate purchase price of Silver Lake was approximately $13.3 million subject to customary closing costs and proration adjustments. The Company drew down $11.0 million on its line of credit to fund this acquisition.
The Company evaluated the above transactions under the new framework pursuant to ASU 2017-01, which the Company early-adopted effective January 1, 2017. Acquisitions that do not meet the definition of a business are accounted for as asset acquisitions. Refer to Note 2. “Summary of Significant Accounting Policies” for further details. Accordingly, the Company accounted for the purchases of Silver Lake and 388 Fulton as asset acquisitions and allocated the total cash consideration to the individual assets and liabilities acquired on a relative fair value basis.
For the nine months ended September 30, 2017, the Company incurred $0.3 million, respectively, of acquisition-related costs. These costs were capitalized and allocated to land and buildings acquired on a relative fair value basis. The Company did not incur acquisition-related costs during the three months ended September 30, 2017.
2017 Sale of Properties
On April 17, 2017, the Company consummated the disposition of Woodland West Marketplace, located in Arlington, Texas, for a sales price of approximately $14.6 million in cash. The Company used the net proceeds from the sale of Woodland West Marketplace to repay $13.7 million of the outstanding balance on its line of credit. The sale of the property did not represent a strategic shift that will have a major effect on the Company’s operations and financial results and its results of operations were not reported as discontinued operations on the Company’s condensed consolidated financial statements. The disposition of Woodland West Marketplace resulted in a gain of $2.5 million, which was included on the Company’s condensed consolidated statement of operations.
On January 6, 2017, the Company consummated the disposition of Pinehurst Square East, located in Bismarck, North Dakota, for a sales price of approximately $19.2 million in cash. The Company used the net proceeds from the sale of Pinehurst Square East to repay $18.4 million of the outstanding balance on its line of credit. The sale of the property did not represent a strategic shift that will have a major effect on the Company’s operations and financial results and its results of operations were not reported as discontinued operations on the Company’s condensed consolidated financial statements. The disposition of Pinehurst Square East resulted in a gain of $6.1 million, which was included on the Company’s condensed consolidated statement of operations.

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(unaudited)

The following table summarizes net operating income (loss) related to Pinehurst Square East and Woodland West Marketplace, that is included in the Company’s condensed consolidated statements of operations for the three and nine months ended September 30, 2017 and 2016 (amounts in thousands):
 Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016
 Pinehurst Square East Woodland West Marketplace Pinehurst Square East Woodland West Marketplace Pinehurst Square East Woodland West Marketplace Pinehurst Square East Woodland West Marketplace
Operating income (loss)$4
 $(4) $234
 $(73) $20
 $188
 $697
 $(160)
Pro Forma Financial Information
The pro forma financial information below is based upon the Company’s historical condensed consolidated statements of operations for the three and nine months ended September 30, 2017 and 2016, adjusted to give effect to the above sale transactions as if they had been completed at the beginning of 2017 and 2016, respectively. The pro forma financial information is presented for information purposes only, and may not be indicative of what actual results of operations would have been had the transaction occurred at the beginning of 2017 and 2016, respectively, nor does it purport to represent results of operations for future periods (amounts in thousands, except per share amounts):
 (Pro Forma)
 Three Months Ended
September 30,
 Nine Months Ended
September 30,
 2017 2016 2017 2016
Rental and reimbursement revenues$2,221
 $1,767
 $6,587
 $5,177
Net income (loss)(230) (712) 7,743
 6,501
Net income (loss) attributable to common stockholders(212) (903) 7,457
 6,260
        
Net income (loss) per share, attributable to common shares - basic and diluted$(0.02) $(0.08) $0.68
 $0.57
Assets Held for Sale and Liabilities Related to Assets Held for Sale
At September 30,March 31, 2018 and December 31, 2017, Cochran Bypass, located in Chester, SC, Florissant Marketplace, located in Florissant, MO, and MorningsideMissouri, Ensenada Square, located in Arlington, Texas, Shops at Turkey Creek, located in Knoxville, Tennessee were classified as held for sale in the condensed consolidated balance sheets. At March 31, 2018, a portion of Topaz Marketplace, located in Fontana, CA, wereHesperia, California, was also classified as held for sale in the condensed consolidated balance sheet. Since the sale of these properties does not represent a strategic shift that will have a major effect on the Company’s operations and financial results, the results of operations of these properties were not reported as discontinued operations onin the Company’s condensed consolidated financial statements. TheInitially, the Company intends to use the net proceeds from the salesales of these properties to retirerepay a portion of the outstanding debt associated with these properties, with the remainder to be added to working capital.balance on its line of credit. The Company anticipates the sales of these three properties will occur within one year from September 30, 2017.March 31, 2018. The Company’s condensed consolidated statements of operations include net operating income of approximately $0.3 million, $0.4 million, $0.1$0.5 million and $48 thousand$0.1 million for the three and nine months ended September 30,March 31, 2018 and 2017, and 2016, respectively, related to the assets held for sale.
At December 31, 2016, Pinehurst Square East, located in Bismarck, North Dakota, and Woodland West Marketplace, located in Arlington, Texas, were classified as held for sale in the condensed consolidated balance sheet. As previously disclosed, the Company consummated the disposition of Pinehurst Square East on January 6, 2017 and Woodland West Marketplace on April 17, 2017.

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The major classes of assets and liabilities related to assets held for sale included in the condensed consolidated balance sheets are as follows (amounts in thousands):
September 30, December 31,March 31, December 31,
2017 20162018 2017
ASSETS      
Investments in real estate      
Land$5,932
 $5,718
$5,467
 $5,248
Building and improvements20,767
 20,261
18,923
 17,522
Tenant improvements1,861
 1,283
1,231
 1,189
28,560
 27,262
25,621
 23,959
Accumulated depreciation(6,043) (4,257)(5,458) (5,178)
Investments in real estate, net22,517
 23,005
20,163
 18,781
Tenant receivables, net370
 135
236
 248
Lease intangibles, net1,781
 1,017
1,699
 1,617
Assets held for sale$24,668
 $24,157
$22,098
 $20,646
LIABILITIES      
Notes payable$18,298
 $21,783
$16,251
 $10,749
Below-market lease intangibles, net2,147
 399
2,271
 2,268
Liabilities related to assets held for sale$20,445
 $22,182
$18,522
 $13,017
Amounts above are being presented at their carrying value, which the Company believes to be lower than their estimated fair value less costs to sell.
4. INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES
The following table summarizes the Company’s investments in unconsolidated joint ventures as of September 30, 2017,March 31, 2018 and December 31, 20162017 (amounts in thousands):
 Ownership Interest Investment Ownership Interest Investment
Joint Venture Date of Investment September 30,
2017
 December 31,
2016
 September 30,
2017
 December 31,
2016
 Date of Investment March 31,
2018
 December 31,
2017
 March 31,
2018
 December 31,
2017
SGO Retail Acquisitions Venture, LLC 3/11/2015 19% 19% $1,007
 $3,052
 3/11/2015 19% 19% $964
 $978
SGO MN Retail Acquisitions Venture, LLC 9/30/2015 10% 10% 1,732
 1,709
 9/30/2015 10% 10% 1,628
 1,727
Total     $2,739
 $4,761
     $2,592
 $2,705
The Company’s off-balance sheet arrangements consist primarily of investments in the joint ventures as set forth in the table above. The joint ventures typically fund their cash needs through secured debt financings obtained by and in the name of the joint venture entity. The joint ventures’ debts are secured by a first mortgage, are without recourse to the joint venture members, and do not represent a liability of the members other than carve-out guarantees for certain matters such as environmental conditions, misuse of funds and material misrepresentations. As of September 30, 2017March 31, 2018 and December 31, 2016,2017, the Company has provided carve-out guarantees in connection with the two aforementioned unconsolidated joint ventures; in connection with those carve-out guarantees, the Company has certain rights of recovery from the joint venture members.
5. VARIABLE INTEREST ENTITIES
The Company has variable interests in, and is the primary beneficiary of, variable interest entities (“VIEs”) through its investments in (i) the Gelson’s Joint Venture and (ii) the 3032 Wilshire Joint Venture (both as defined below). The Company has consolidated the accounts of these variable interest entities.
Gelson’s Joint Venture
On January 7, 2016, the Company, through wholly-owned subsidiaries, entered into the Limited Liability Company Agreement of Sunset & Gardner Investors, LLC (the “Gelson’s Joint Venture Agreement”) to form a joint venture (the” Gelson’s Joint Venture”) with Sunset & Gardner LA, LLC (“S&G LA” and, together with the Company, the “Gelson’s Members”), a subsidiary of Cadence Capital Investments, LLC (“Cadence”).

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The Gelson’s Joint Venture Agreement provides for the ownership and operation of certain real property by the Gelson’s Joint Venture, in which the Company owns a 100% capital interest and a 50% profits interest. In exchange for ownership in the Gelson’s Joint Venture, the Company contributed cash in an amount up to $7.0 million in initial capital contributions and has agreed to contribute $0.7 million in subsequent capital contributions to the Gelson’s Joint Venture. In May 2016,March 2018, the Company made an additional capital contribution of $0.2 million to the Gelson’s Joint Venture. In January 2017 and July 2017, the Company made two additional capital contributions of $0.8 million and $1.3 million, respectively, to the Gelson’s Joint Venture. S&G LA contributed its rights to acquire the real property, its interest under a 20-year lease with Gelson’s Markets (the “Gelson’s Lease”) and agreed to provide certain management and development services.
On January 28, 2016, the Gelson’s Joint Venture used the capital contributions of the Company, together with the proceeds of a loan in the amount of $10.7 million, to purchase property located at the corner of Sunset Boulevard and Gardner in Hollywood, California for a build-to-suit grocery store for Gelson’s Markets (the “Gelson’s Property”) from a third party seller, for a total purchase price of approximately $13.0 million. The Gelson’s Joint Venture intends to proceed with obtaining all required governmental approvals and entitlements to replace the existing improvements on the property with a build-to-suit grocery store for Gelson’s Markets with an expected size of approximately 38,000 square feet. Gelson’s Markets was founded in 1951 and is recognized as one of the nation’s premier supermarket chains. Gelson’s Markets currently has 24 locations throughout Southern California.
Pursuant to the Gelson’s Joint Venture Agreement, S&G LA manages and conducts the day-to-day operations and affairs of the Gelson’s Joint Venture, subject to certain major decisions set forth in the Gelson’s Joint Venture Agreement that require the consent of all the Gelson’s Members. Income, losses and distributions are generally allocated based on the Gelson’s Members’ respective capital and profits interests. Additionally, in certain circumstances described in the Gelson’s Joint Venture Agreement, the Company may be required to make additional capital contributions to the Joint Venture, in proportion to the Gelson’s Members’ respective ownership interests. Until the Company has received back its capital contribution and specified preferred returns, all distributions go to the Company; thereafter, the Gelson’s Joint Venture will distribute the profits 50% to the Company and 50% to S&G LA.
3032 Wilshire Joint Venture
On December 21, 2015, the Company, through wholly-owned subsidiaries, entered into the Limited Liability Company Agreement of 3032 Wilshire Investors, LLC (the “Wilshire Joint Venture Agreement”) to form a joint venture (the “Wilshire Joint Venture”) with 3032 Wilshire SM, LLC, a subsidiary of Cadence (together with the Company, the “Wilshire Members”).
On December 14, 2015 and January 5, 2016, the Company paid deposits in the amounts of $0.5 million and $0.1 million, respectively, toward the acquisition of certain property located at 3032 Wilshire Boulevard and 1210 Berkeley Street in Santa Monica, California (the “Wilshire Property”). The Wilshire Joint Venture is in the process of redeveloping and repositioning, and intends to re-lease the Wilshire Property. On March 7, 2016, the Company contributed $5.7$0.9 million to the Wilshire Joint Venture. In May 2016, the Company made an additional capital contribution of $0.3 million to the Wilshire Joint Venture. In January 2017, February 2017 and August 2017, the Company made three additional contributions of $0.3 million, $0.6 million and $0.7 million, respectively, to the Wilshire Joint Venture. The Wilshire Joint Venture Agreement provides for the ownership and operation of certain real property by the Wilshire Joint Venture, in which the Company owns a 100% capital interest and a 50% profits interest.
On March 8, 2016, the Wilshire Joint Venture used the deposits and capital contribution of the Company, together with the proceeds of a loan in the amount of $8.5 million, to acquire the Wilshire Property from a third-party seller, for a total purchase price of $13.5 million. The Wilshire Joint Venture is repositioning, and intends to re-lease the existing improvements on the property.
Pursuant to the Wilshire Joint Venture Agreement, 3032 Wilshire SM manages and conducts the day-to-day operations and affairs of the Wilshire Joint Venture, subject to certain major decisions set forth in the Wilshire Joint Venture Agreement that require the consent of all the Wilshire Members. Income, losses and distributions are generally allocated based on the Wilshire Members’ respective capital and profits interests. Additionally, in certain circumstances described in the Wilshire Joint Venture Agreement, the Company may be required to make additional capital contributions to the Wilshire Joint Venture, in proportion to the Wilshire Members’ respective ownership interests. Until the Company has received back its capital contribution and specified preferred returns, all distributions go to the Company; thereafter, the Wilshire Joint Venture will distribute the profits 50% to the Company and 50% to 3032 Wilshire SM.

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The following reflects the aggregate assets and liabilities of the Gelson’s Joint Venture and the Wilshire Joint Venture, which were consolidated by the Company, as of September 30, 2017March 31, 2018 and December 31, 20162017 (amounts in thousands):
March 31, December 31,
September 30, 2017 December 31, 20162018 2017
ASSETS      
Properties under development and development costs:      
Land$25,851
 $25,851
$25,851
 $25,851
Buildings589
 601
582
 585
Development costs8,346
 4,377
10,785
 9,609
Properties under development and development costs34,786
 30,829
37,218
 36,045
Restricted cash1,658
 1,666
Cash and cash equivalents458
 334
Cash, cash equivalents and restricted cash1,004
 1,099
Prepaid expenses and other assets, net12
 14
46
 9
Tenant receivables, net
 1
Lease intangibles, net4
 
TOTAL ASSETS (1)
$36,914
 $32,844
$38,272
 $37,153
      
LIABILITIES      
Notes payable, net (2)
$19,016
 $19,103
$19,126
 $19,116
Accounts payable and accrued expenses586
 806
329
 478
Amounts due to affiliates9
 9
9
 9
Other liabilities9
 27
9
 9
TOTAL LIABILITIES$19,620
 $19,945
$19,473
 $19,612
(1)The assets of the Gelson’s Joint Venture and Wilshire Joint Venture can be used only to settle obligations of the respective consolidated joint ventures.
(2)As of September 30, 2017both March 31, 2018 and December 31, 2016,2017, includes reclassification of approximately $0.2 million and $0.1 million respectively, of deferred financing costs, net, as a contra-liability. The creditors of the consolidated joint ventures do not have recourse to the general credit of the Company. The notes payable of the consolidated joint ventures are not guaranteed by the Company.
6. FUTURE MINIMUM RENTAL INCOME
Operating Leases
The Company’s real estate properties are leased to tenants under operating leases for which the terms and expirations vary. As of September 30, 2017,March 31, 2018, the leases at the Company’s properties, excluding properties classified as held for sale, have remaining terms (excluding options to extend) of up to 1413.7 years with a weighted-average remaining term (excluding options to extend) of approximately 56.2 years. The leases may have provisions to extend the lease agreements, options for early termination after paying a specified penalty, rights of first refusal to purchase the property at competitive market rates, and other terms and conditions as negotiated. The Company retains substantially all of the risks and benefits of ownership of the real estate assets leased to tenants. Generally, upon the execution of a lease, the Company requires security deposits from tenants in the form of a cash deposit and/or a letter of credit. Amounts required as security deposits vary depending upon the terms of the respective leases and the creditworthiness of the tenant, but generally are not significant amounts. Therefore, exposure to credit risk exists to the extent that a receivable from a tenant exceeds the amount of its security deposit. Security deposits received in cash related to tenant leases are included in other liabilities in the accompanying condensed consolidated balance sheets and totaled approximately $0.3 million as of September 30, 2017 and $0.2 million as of both March 31, 2018 and December 31, 2016.2017.

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As of September 30, 2017,March 31, 2018, the future minimum rental income from the Company’s properties under non-cancelable operating leases, excluding properties classified as held for sale, was as follows (amounts in thousands):
Remainder of 2017$828
20183,134
Remainder of 2018$1,746
20193,110
2,395
20202,953
2,229
20212,603
1,989
20222,006
Thereafter13,915
8,215
Total$26,543
$18,580
7. LEASE INTANGIBLES AND BELOW-MARKET LEASE LIABILITIES, NET
As of September 30, 2017March 31, 2018 and December 31, 2016,2017, the Company’s acquired lease intangibles and below-market lease liabilities were as follows (amounts in thousands):
Lease Intangibles Below-Market Lease LiabilitiesLease Intangibles Below-Market Lease Liabilities
September 30,
2017
 December 31,
2016
 September 30,
2017
 December 31,
2016
March 31,
2018
 December 31,
2017
 March 31,
2018
 December 31,
2017
Cost$3,780
 $7,000
 $(1,029) $(3,904)$2,712
 $2,783
 $(568) $(571)
Accumulated amortization(1,138) (3,175) 210
 855
(805) (722) 150
 133
Total$2,642
 $3,825
 $(819) $(3,049)$1,907
 $2,061
 $(418) $(438)
The Company’s amortization of lease intangibles and below-market lease liabilities for the three and nine months ended September 30,March 31, 2018 and 2017, and 2016, were as follows (amounts in thousands): 
 Lease Intangibles Below-Market Lease Liabilities
 Three Months Ended
September 30,
 Three Months Ended
September 30,
 2017 2016 2017 2016
Amortization$(164) $(248) $40
 $74
        
        
 Lease Intangibles Below-Market Lease Liabilities
 Nine Months Ended
September 30,
 Nine Months Ended
September 30,
 2017 2016 2017 2016
Amortization$(761) $(734) $176
 $214
 Lease Intangibles Below-Market Lease Liabilities
 Three Months Ended
March 31,
 Three Months Ended
March 31,
 2018 2017 2018 2017
Amortization$(83) $(371) $17
 $79
 
8. NOTES PAYABLE, NET
As of September 30, 2017March 31, 2018 and December 31, 2016,2017, the Company’s notes payable, net, excluding secured term loans balancesa portion of the line of credit balance, which havehas been classified as held for sale, consisted of the following (amounts in thousands):
Principal Balance Interest Rates AtPrincipal Balance Interest Rates At
September 30, 2017 December 31, 2016 September 30, 2017March 31, 2018 December 31, 2017 March 31, 2018
Line of credit (1)
$20,968
 $11,150
 3.81%$19,205
 $23,107
 4.17%
Secured term loan5,525
 24,277
 5.10%
Mortgage loans secured by properties under development (2)
19,200
 19,200
 9.5% - 10.0%
19,200
 19,200
 9.5% - 10.0%
Deferred financing costs, net (3)
(220) (323) n/a
(75) (84) n/a
$45,473
 $54,304
  
$38,330
 $42,223
  
(1)The Company’s line of credit is a revolving credit facility with an initial maximum aggregate commitment of $30.0 million (the “Facility Amount”).million. Effective February 15, 2017, the Company’s line of credit was refinanced to increase the maximum aggregate commitment under the credit facility from $30.0 million to $60.0 million. The credit facility matures on February 15, 2020. Each loan made pursuant to the credit facility will be either a LIBOR rate loan or a base rate loan, at the election of the Company, plus an applicable margin, as defined. Monthly payments are interest only with the entire principal balance and all outstanding interest due at maturity. The Company will pay the lender an unused commitment fee, quarterly in arrears, which will accrue at 0.30% per annum, if the usage under the the Company’s line of credit is less than or equal to 50% of the line of credit amount, and 0.20% per annum if the usage under the Company’s line of credit is greater than 50% of the line of credit amount. The Company is providing a guaranty of all of its obligations under the Company’s line of credit and all other loan documents. As of March 31, 2018 and December 31, 2017, the

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the maximum aggregate commitment under the credit facility from $30.0 million to $60.0 million. The credit facility matures on February 15, 2020. Each loan made pursuant to the Key Bank credit facility will be either a LIBOR rate loan or a base rate loan, at the election of the Company, plus an applicable margin, as defined. Monthly payments are interest only with the entire principal balance and all outstanding interest due at maturity. The Company will pay the lender an unused commitment fee, quarterly in arrears, which will accrue at 0.30% per annum, if the usage under the the Company’s line of credit is less than or equal to 50% of the line of credit amount, and 0.20% per annum if the usage under the Company’s line of credit is greater than 50% of the line of credit amount. The Company is providing a guaranty of all of its obligations under the Company’s line of credit and all other loan documents. As of September 30, 2017, the Company’s line of credit was secured by Topaz Marketplace, 8 Octavia Street, 400 Grove Street, the Fulton Shops, 450 Hayes, 388 Fulton, Silver Lake, Florissant Marketplace, Ensenada Square and Silver Lake. For information regarding recent draws under the Company’s line of credit, see “– Recent Financing Transactions The Company’s Line of Credit” below.Shops at Turkey Creek.
(2)Comprised of $10.7 million and $8.5 million associated with the Company’s investment in the Gelson’s Joint Venture and the Wilshire Joint Venture, respectively.
(3)Reclassification of deferred financing costs, net of accumulated amortization, as a contra-liability.
During the three months ended September 30,March 31, 2018 and 2017, and 2016, the Company incurred and expensed approximately $0.4$0.3 million and $0.6 million, respectively, of interest costs, which included the amortization of deferred financing costs of approximately $0.1 million for each period. Also during botheach of the three months ended September 30,March 31, 2018 and 2017, and 2016, the Company incurred and capitalized approximately $0.8$0.9 million, of interest expense related to the variable interest entities, which included the amortization of deferred financing costs of approximately $0.1 million and $0.2 million respectively, for each period.
During the nine months ended September 30, 2017 and 2016, the Company incurred and expensed approximately $1.5 million and $1.7 million, respectively, of interest costs, which included the amortization of deferred financing costs of approximately $0.4 million for both periods. Also during the nine months ended September 30, 2017 and 2016, the Company incurred and capitalized approximately $2.5 million and $2.0 million, respectively, of interest expense related to the variable interest entities, which included the amortization of deferred financing costs of approximately $0.4 million for both periods.period, respectively.
As of both September 30, 2017March 31, 2018 and December 31, 2016,2017, interest expense payable was approximately $0.4$0.3 million, including an amount related to the variable interest entities of approximately $0.2 million.million for each period.
The following is a schedule of future principal payments for all of the Company’s notes payable outstanding as of September 30, 2017March 31, 2018 (amounts in thousands): 
Remainder of 2017$354
201820,661
Remainder of 2018$19,200
20193,710

202020,968
35,456
Total (1)
$45,693
$54,656
(1)Total future principal payments reflect actual amounts due to creditors, and excludes reclassification of $0.2$0.1 million deferred financing costs, net.
Recent Financing Transactions
Line of Credit
During the nine months ended September 30, 2017 and 2016, the following transactions occurred under the Company’s line of credit:
Nine months ended September 30, 2017:
On January 4, 2017, the Company drew $4.0 million and used the proceeds to acquire 388 Fulton.
On January 6, 2017, the Company consummated the disposition of Pinehurst Square East, located in Bismarck, North Dakota, for a sales price of approximately $19.2 million in cash, $18.4 million of which was used to pay down the Company’s line of credit.
On January 11, 2017, the Company drew $11.0 million and used the proceeds to acquire Silver Lake.
On January 27, 2017, the Company drew $1.0 million and used the proceeds for working capital.

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(unaudited)

On February 28, 2017, the Company drew $9.8 million and used the proceeds to pay off the mortgage loan related to Woodland West Marketplace.
On February 28, 2017, the Company drew $0.6 million and used the proceeds to pay certain costs for the refinancing of the Company’s line of credit.
On March 29, 2017, the Company drew $1.0 million and used the proceeds for working capital.
On April 17, 2017, the Company consummated the disposition of Woodland West Marketplace, located in Arlington, Texas, for a sales price of approximately $14.6 million in cash, $13.7 million of which was used to pay down the Company’s line of credit.
On June 28, 2017, the Company drew $1.3 million and used the proceeds for working capital.
On August 22, 2017, the Company drew $1.0 million and used the proceeds for working capital.
Nine months ended September 30, 2016:
On March 7, 2016, the Company drew $6.0 million and used the proceeds to invest in the Wilshire Joint Venture.
On April 4, 2016, the Company consummated the disposition of Bloomingdale Hills, located in Riverside, Florida, for a sales price of approximately $9.2 million in cash, $3.0 million of which was used to pay down the line of credit.
On June 9, 2016, the Company drew $7.5 million and used the majority of the proceeds to acquire 8 Octavia and 400 Grove.
On July 25, 2016, the Company drew $4.7 million and used the majority of the proceeds to acquire the Fulton Shops.
On September 29, 2016, the Company drew $1.0 million and used the proceeds for working capital.
Mortgage Loans Secured by Properties Under Development
In connection with the Company’s investment in the Wilshire Joint Venture and the acquisition of the Wilshire Property, the Company has consolidated borrowings of $8.5 million (the “Wilshire Loan”). The Wilshire Loan bears interest at a rate of 10.0% per annum, payable monthly, commencing on April 1, 2016. The loan was scheduled to mature on March 7, 2017, with an option for two additional six-month periods, subject to certain conditions as stated in the loan agreement. All conditions to extensions were met, and on March 7, 2017, the Company exercised the option to extend the loan until September 7, 2017. On August 29, 2017, the Company exercised the remaining option to extend the loan for an additional six months. The extension was scheduled to mature on March 7, 2018. The Company extended the loan, with the same terms, for an additional six months, effective March 7, 2018. The new maturity date is MarchSeptember 7, 2018. The loan is secured by, among other things, a lien on the Wilshire development project and other collateral as defined in the loan agreement.
In connection with the Company’s investment in the Gelson’s Joint Venture and the acquisition of the Gelson’s Property, the Company has consolidated borrowings of $10.7 million (the “Gelson’s Loan”). The Gelson’s Loan bears interest at a rate of 9.5% per annum, payable monthly, commencing on April 1, 2016. The loan was scheduled to mature on January 27, 2017, with an option to extend for an additional six-month period, subject to certain conditions as stated in the loan agreement. Those conditions were not met, but the Company negotiated a six month extension of the term on January 27, 2017 to mature on July 27, 2017. The Company negotiated a nine month extension of the term on July 27, 2017. The extension was scheduled to mature on April 27, 2018. On April 23, 2018, the Company made a mandatory principal payment of $1.0 million. The Company extended the loan, for an additional six months, effective April 26, 2018. The new maturity date is AprilOctober 27, 2018. The loan is secured by, among other things, a lien on the Gelson’s development project and other joint venture collateral as defined in the loan agreement.
9. FAIR VALUE DISCLOSURES
Certain financial assets and liabilities are measured at fair value on a recurring basis. The Company determines fair value using the following hierarchy:
Level 1: unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;
Level 2: quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

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(unaudited)

Level 3: prices or valuation techniques where little or no market data is available for inputs that are significant to the fair value measurement.

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(unaudited)

The Company believes the total carrying values reflected on its condensed consolidated balance sheets for cash, and cash equivalents and restricted cash, accounts receivable, accounts payable and accrued expenses, and amounts due to affiliates, mortgage loans secured by properties under development, and the Company’s line of credit reasonably approximate their fair values due to their short-term nature.
The fair value of the Company’s notes payable is estimated using a present value technique based on contractual cash flows and management’s observations of current market interest rates for instruments with similar characteristics, including remaining loan term, loan-to-value ratio, type of collateral and other credit enhancements. The Company significantly reduces the amount of judgment and subjectivity in its fair value determination through the use of cash flow inputs that are based on contractual obligations. Discount rates are determined by observing interest rates published by independent market participants for comparable instruments. The Company classifies these inputs as Level 2 inputs.
The following table provides the carrying values and fair values of the Company’s notes payable as of September 30, 2017 and December 31, 2016 (amounts in thousands):
 
Carrying Value (1)
 
Fair Value (1) (2)
 September 30,
2017
 December 31,
2016
 September 30,
2017
 December 31,
2016
Notes payable, net$45,473
 $54,304
 $45,530
 $54,781
(1)The carrying value of the Company’s notes payable represents the outstanding principal as of September 30, 2017, and December 31, 2016. The carrying values and fair values of the notes payable include the reclassification of deferred financing costs, net, of approximately $0.2 million and $0.3 million, respectively, as a contra-liability, as of September 30, 2017 and December 31, 2016.
(2)The estimated fair value of the notes payable is based upon the indicative market prices of the Company’s notes payable based on prevailing market interest rates.
As part of the Company’s ongoing evaluation of the Company’s real estate portfolio, the Company estimates the fair value of its investments in real estate by obtaining outside independent appraisals on all of the properties. The appraised values are compared with the carrying values of its real estate portfolio to determine if there are indications of impairment.
For both the three and nine months ended September 30,March 31, 2018 and March 31, 2017, and 2016, the Company did not record any impairment losses.
10. EQUITY
Common Units of the OP
 During the three months ended September 30, 2017, certain holders of Common Units of the OP elected to convert their common units of the OP into the Company’s common shares on a one-for-one basis. As a result, 162,409 common units were converted to common shares for an aggregate basis of approximately $0.8 million.
 Share Redemption Program
On April 1, 2015, the Company’s board of directors approved the reinstatement of the share redemption program (which had been suspended since January 15, 2013) and adopted an Amended and Restated Share Redemption Program (the “SRP”). The SRP was subsequently amended on August 7, 2015 and August 10, 2016.
On October 5, 2016, the board of directors approved, pursuant to Section 3(a) of the SRP, an additional $0.5 million of funds available for the redemption of shares in connection with the death of a stockholder. 
On August 2, 2017, the board of directors of the Company approved, pursuant to Section 3(a) of the SRP, an additional $1.0 million of funds available for the redemption of shares in connection with the death of a stockholder.
The following table summarizes share redemption activity during the three and nine months ended September 30,March 31, 2018 and 2017 and 2016 (amounts in thousands, except shares):
 Three Months Ended
September 30,
 Nine Months Ended
September 30,
 2017 2016 2017 2016
Shares of common stock redeemed18,233
 33,054
 87,928
 71,922
Purchase price$114
 $210
 $558
 $466

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

 Three Months Ended
March 31,
 2018 2017
Shares of common stock redeemed10,312
 31,875
Purchase price$65
 $203
Cumulatively, through September 30, 2017,March 31, 2018, the Company has redeemed 563,122622,427 shares sold in the Offering and/or its dividend reinvestment plan for $4.3$4.6 million.
Quarterly Distributions
In order to qualify as a REIT, the Company is required to distribute at least 90% of its annual REIT taxable income, subject to certain adjustments, to its stockholders. Some or all of the Company’s distributions have been paid, and in the future may continue to be paid from sources other than cash flows from operations.
Under the terms of the amended Key Bank credit facility, the Company may pay distributions to its investors so long as the total amount paid does not exceed 100% of the cumulative Adjusted Funds From Operations plus up to an additional $2.0 million of the Company’s net proceeds from property dispositions, as defined in the amended Company’s line of credit; provided, however, that the Company is not restricted from making any distributions necessary in order to maintain its status as a REIT. The Company’s board of directors evaluates the Company’s ability to make quarterly distributions based on the Company’s operational cash needs.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

The following tables set forth the quarterly distributions declared to the Company’s common stockholders and Common Unit holders for the ninethree months ended September 30, 2017,March 31, 2018, and the year ended December 31, 20162017 (amounts in thousands, except per share amounts):
 
Distribution Record
Date
 
Distribution
Payable
Date
 
Distribution Per Share of Common Stock /
Common Unit
 
Total Common
Stockholders
Distribution
 
Total Common
Unit Holders
Distribution
 
Total
Distribution
First Quarter 20173/31/2017 4/28/2017 $0.06
 $655
 $25
 $680
Second Quarter 20176/30/2017��7/31/2017 0.06
 652
 25
 677
Third Quarter 20179/30/2017 10/31/2017 0.06
 660
 16
 676
Total      $1,967
 $66
 $2,033
 
Distribution Record
Date
 
Distribution
Payable
Date
 
Distribution Per Share of Common Stock /
Common Unit
 
Total Common
Stockholders
Distribution
 
Total Common
Unit Holders
Distribution
 
Total
Distribution
First Quarter 20183/31/2018 4/26/2018 $0.06
 $659
 $14
 $673
 
Distribution Record
Date
 
Distribution
Payable
Date
 
Distribution Per Share of Common Stock /
Common Unit
 
Total Common
Stockholders
Distribution
 
Total Common
Unit Holders
Distribution
 
Total
Distribution
First Quarter 20163/31/2016 4/29/2016 $0.06
 $660
 $26
 $686
Second Quarter 20167/7/2016 7/29/2016 0.06
 661
 25
 686
Third Quarter 20169/30/2016 10/31/2016 0.06
 659
 25
 684
Fourth Quarter 201612/30/2016 1/31/2017 0.06
 656
 25
 681
Total      $2,636
 $101
 $2,737
 
Distribution Record
Date
 
Distribution
Payable
Date
 
Distribution Per Share of Common Stock /
Common Unit
 
Total Common
Stockholders
Distribution
 
Total Common
Unit Holders
Distribution
 
Total
Distribution
First Quarter 20173/31/2017 4/28/2017 $0.06
 $655
 $25
 $680
Second Quarter 20176/30/2017 7/31/2017 0.06
 652
 25
 677
Third Quarter 20179/30/2017 10/31/2017 0.06
 660
 16
 676
Fourth Quarter 201712/31/2017 1/31/2018 0.06
 659
 14
 673
Total      $2,626
 $80
 $2,706
 
11. EARNINGS PER SHARE
Earnings per share (“EPS”) is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during each period. Diluted EPS is computed after adjusting the basic EPS computation for the effect of potentially dilutive securities outstanding during the period. The effect of non-vested shares, if dilutive, is computed using the treasury stock method. The Company applies the two-class method for determining EPS as its outstanding shares of non-vested restricted stock are considered participating securities as dividend payments are not forfeited even if the underlying award does not vest. There was no unvested stock as of September 30, 2017.March 31, 2018. The Company’s excess of distributions over earnings related to participating securities are shown as a reduction in income (loss) attributable to common stockholders in the Company’s computation of EPS.

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The following table sets forth the computation of the Company’s basic and diluted earnings (loss) per share for the threeyears ended March 31, 2018 and nine months ended September 30, 2017 and 2016 (amounts in thousands, except shares and per share amounts):
Three Months Ended
September 30,
 Nine Months Ended
September 30,
Three Months Ended
March 31,
2017 2016 2017 20162018 2017
Numerator - basic and diluted          
Net income (loss)$(230) $(550) $7,951
 $(1,561)
Net income (loss) attributable to non-controlling interests(13) (21) 293
 (58)
Net income (loss) attributable to common shares$(217) $(529) $7,658
 $(1,503)
Net income$23
 $6,179
Net income attributable to non-controlling interests1
 230
Net income attributable to common shares$22
 $5,949
Denominator - basic and diluted          
Basic weighted average common shares10,885,095
 11,007,864
 10,909,141
 11,017,654
10,988,124
 10,937,451
Common Units (1)

 
 
 

 
Diluted weighted average common shares10,885,095
 11,007,864
 10,909,141
 11,017,654
10,988,124
 10,937,451
Earnings (loss) per common share - basic and diluted       
Net earnings (loss) attributable to common shares$(0.02) $(0.05) $0.70
 $(0.14)
Earnings per common share - basic and diluted   
Net earnings attributable to common shares$
 $0.54
(1)The effect of 259,899235,194 convertible Common Units pursuant to the redemption rights outlined in the Company’s registration statement on Form S-11 have not been included as they would not be dilutive.

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12. RELATED PARTY TRANSACTIONS
On August 7, 2013, the Company entered into the Advisory Agreement with the Advisor. On July 25, 2017, the Advisory Agreement with the Advisor was renewed for an additional twelve12 months, beginning on August 10, 2017. The Advisor manages the Company’s business as the Company’s external advisor pursuant to the Advisory Agreement. Pursuant to the Advisory Agreement, the Company will pay the Advisor specified fees for services related to the investment of funds in real estate and real estate-related investments, management of the Company’s investments and for other services.
On March 11, 2015, the Company, through a wholly-owned subsidiary, entered into the Limited Liability Company Agreement of SGO Retail Acquisitions Venture, LLC to form the SGO Joint Venture. On September 30, 2015, the Company, through wholly-owned subsidiaries, entered into the Limited Liability Company Agreement of SGO MN Retail Acquisitions Venture, LLC to form the SGO MN Joint Venture. For additional information regarding the SGO Joint Venture and the SGO MN Joint Venture, refer to Note 4. “Investments in Unconsolidated Joint Ventures.”
On September 27, 2017, the Company, through the OP, entered into a $2.5 million working capital short-term loan (the “Bridge Loan”) with Glenborough Property Partners, LLC, an affiliate of the Advisor. The Bridge Loan is scheduled to mature on March 31, 2018, at which point the outstanding balance of the principal and all accrued and unpaid interest will be due and payable. The Bridge loan incurs interest at an adjustable rate equal to the KeyBank prime rate. Interest is payable monthly in arrears. The Company has the right to prepay the Bridge Loan at any time in whole or in part without premium or penalty. There are no other loan fees or financing coordination fees paid or payable in connection with this loan. During the three months ended September 30, 2017, the Company incurred $1 thousand of interest expense related to the Bridge Loan.

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(unaudited)

Summary of Related Party Fees
The following table sets forth the Advisor related party costs incurred and payable by the Company for the periods presented (amounts in thousands):
 Incurred Payable as of Payable as of Incurred Payable as of
 Three Months Ended
September 30,
 Nine Months Ended
September 30,
 September 30, December 31, Three Months Ended
March 31,
 March 31, December 31,
Expensed 2017 2016 2017 2016 2017 2016 2018 2017 2018 2017
Acquisition fees $
 $46
 $
 $104
 $
 $80
Asset management fees 232
 227
 667
 673
 
 
 $191
 $230
 $
 $
Reimbursement of operating expenses 73
 49
 173
 146
 
 
 45
 42
 
 
Property management fees 81
 99
 280
 319
 37
 2
 80
 113
 22
 21
Disposition fees 
 
 430
 115
 
 29
 2
 244
 
 
Total $386
 $421
 $1,550
 $1,357
 $37
 $111
 $318
 $629
 $22
 $21
                    
Capitalized                    
Acquisition fees $
 $
 $194
 $273
 $
 $
 $28
 $194
 $
 $
Leasing fees 80
 49
 145
 152
 
 
 1
 57
 
 
Legal leasing fees 35
 12
 86
 45
 
 
 5
 27
 
 
Construction management fees 19
 
 19
 2
 
 
 1
 
 
 
Financing coordination fees 107
 
 814
 
 
 
 85
 707
 
 
Total $241
 $61
 $1,258
 $472
 $
 $
 $120
 $985
 $
 $
Acquisition Fees
Under the Advisory Agreement, the Advisor is entitled to receive an acquisition fee equal to 1% of (1) the cost of each investment acquired directly by the Company or (2) the Company’s allocable cost of an investment acquired pursuant to a joint venture, in each case including purchase price, acquisition expenses and any debt attributable to such investments. An acquisition fee is capitalized by the Company when the related transaction does not qualify as a business combination; otherwise an acquisition fee is expensed.
Origination Fees
Under the Advisory Agreement, the Advisor is entitled to receive an origination fee equal to 1% of the amount funded by the Company to acquire or originate real estate-related loans, including any acquisition expenses related to such investment and any debt used to fund the acquisition or origination of the real estate-related loans. The Company will not pay an origination fee to the Advisor with respect to any transaction pursuant to which it is required to pay the Advisor an acquisition fee.
Financing Coordination Fees
Under the Advisory Agreement, the Advisor is entitled to receive a financing coordination fee equal to 1% of the amount made available and/or outstanding under any (1) financing obtained or assumed, directly or indirectly, by the Company or the OP and used to acquire or originate investments, or (2) the refinancing of any financing obtained or assumed, directly or indirectly, by the Company or the OP.

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(unaudited)

Asset Management Fees
Under the Advisory Agreement, the Advisor is entitled to receive an asset management fee equal to a monthly fee of one-twelfth (1/12th) of 0.6% of the higher of (1) aggregate cost on a GAAP basis (before non-cash reserves and depreciation) of all investments the Company owns, including any debt attributable to such investments, or (2) the fair market value of the Company’s investments (before non-cash reserves and depreciation) if the board of directors has authorized the estimate of a fair market value of the Company’s investments; provided, however, that the asset management fee will not be less than $250,000 in the aggregate during any one calendar year.

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(unaudited)

Reimbursement of Operating Expenses
The Company reimburses the Advisor for all expenses paid or incurred by the Advisor in connection with the services provided to the Company, subject to the limitation that the Company will not reimburse the Advisor for any amount by which the Company’s total operating expenses (including the asset management fee described below) at the end of the four preceding fiscal quarters exceeded the greater of (1) 2% of its average invested assets (as defined in the Company’s Articles of Amendment and Restatement (the “Charter”)); or (2) 25% of its net income (as defined in the Charter) determined without reduction for any additions to depreciation, bad debts or other similar non-cash expenses and excluding any gain from the sale of the Company’s assets for that period (the “2%/25% Guideline”). The Advisor is required to reimburse the Company quarterly for any amounts by which total operating expenses exceed the 2%/25% Guideline in the previous expense year that the independent directors do not approve. The Company will not reimburse the Advisor for any of its personnel costs or other overhead costs except for customary reimbursements for personnel costs under property management agreements entered into between the OP and the Advisor or its affiliates. Notwithstanding the above, the Company may reimburse the Advisor for expenses in excess of the 2%/25% Guideline if a majority of the independent directors determine that such excess expenses are justified based on unusual and non-recurring factors.
For the three and nine months ended September 30,March 31, 2018 and 2017, and 2016, the Company’s total operating expenses (as defined in the Charter) did not exceed the 2%/25% Guideline.
Property Management Fees
Under the property management agreements between the Company and Glenborough, Glenborough is entitled to receive property management fees calculated at a maximum of up to 4% of the properties’ gross revenue. The property management agreements with Glenborough have been renewed for an additional twelve12 months, beginning on August 10, 2017.
Disposition Fees
Under the Advisory Agreement, if the Advisor or its affiliates provide a substantial amount of services, as determined by the Company’s independent directors, in connection with the sale of a real property, the Advisor or its affiliates may be paid disposition fees up to 50% of a customary and competitive real estate commission, but not to exceed 3% of the contract sales price of each property sold.
Leasing Fees
Under the property management agreements, Glenborough is entitled to receive a separate fee for the leases of new tenants, and for expansions, extensions and renewals of existing tenants in an amount not to exceed the fee customarily charged by similarly situated parties rendering similar services in the same geographic area for similar properties.
Legal Leasing Fees
Under the property management agreements, Glenborough is entitled to receive a market-based legal leasing fee for the negotiation and production of new leases, renewals, and amendments.
Construction Management Fees
In connection with the construction or repair in or about a property, the property manager is responsible for coordinating and facilitating the planning and the performance of all construction and is entitled to receive a fee equal to 5% of the hard costs for the project in question.

19

Table of Contents
STRATEGIC REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

Related-Party Fees Paid by the Unconsolidated Joint Ventures
The unconsolidated joint ventures are party to certain agreements with Glenborough for services related to the investment of funds and management of the joint ventures’ investments, as well as the day-to-day management, operation and maintenance of the properties owned by the joint ventures. The joint ventures pay fees to Glenborough for these services. For the three months ended September 30,March 31, 2018 and 2017, and 2016, the SGO Joint Venture recognized related party fees and reimbursements of $58$46 thousand and $0.1 million, respectively. For the nine months ended September 30, 2017 and 2016, the SGO Joint Venture recognized related party fees and reimbursements of $0.2 million and $0.4 million, respectively. Forboth the three months ended September 30,March 31, 2018 and 2017, and 2016, the SGO MN Joint Venture recognized related party fees and reimbursements of $0.2 million and $0.3 million, respectively. For the nine months ended September 30, 2017 and 2016, the SGO MN Joint Venture recognized related party fees and reimbursements of $0.5 million and $0.8 million, respectively.million. The related-party amounts consist of property management, asset management, leasing commission, legal leasing, construction management fees and salary reimbursements.

23

Table of Contents
STRATEGIC REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

13. COMMITMENTS AND CONTINGENCIES
Economic Dependency
The Company is dependent on the Advisor and its affiliates for certain services that are essential to the Company, including the identification, evaluation, negotiation, purchase, and disposition of real estate and real estate-related investments, management of the daily operations of the Company’s real estate and real estate-related investment portfolio, and other general and administrative responsibilities. In the event that the Advisor is unable to provide such services to the Company, the Company will be required to obtain such services from other sources.
Environmental
As an owner of real estate, the Company is subject to various environmental laws of federal, state and local governments. The Company is not aware of any environmental liability that could have a material adverse effect on its condensed consolidated financial condition or results of operations. However, changes in applicable environmental laws and regulations, the uses and conditions of properties in the vicinity of the Company’s properties, the activities of its tenants and other environmental conditions of which the Company is unaware with respect to the properties could result in future environmental liabilities.
14. SUBSEQUENT EVENTS
Distributions
On September 6, 2017,March 21, 2018, the Company’s board of directors declared a thirdfirst quarter distribution in the amount of $0.06 per share/unit to common stockholders and holders of common units of record as of September 30, 2017.March 31, 2018. The distribution was paid on October 31, 2017.April 26, 2018.
Sale of Held for SaleMortgage Loans Secured by Properties Under Development
On October 31, 2017,April 20, 2018, Gelson’s Joint Venture entered into a letter agreement (the “Letter Agreement”) effective as of April 18, 2018 with Buchanan Mortgage Holdings LLC (the “Lender”) pursuant to which the BorrowersLender and Gelson’s Joint Venture agreed to extend the outside date for Gelson’s Joint Venture to satisfy its obligations under Section 1e(iii) of the Amended and Restated Credit Facility borrowed $26.0Second Amendment (as defined in the Letter Agreement) to April 24, 2018.  Borrower satisfied such obligations by making a $1.0 million under that facility, and usedmandatory principal paydown to Lender on April 23, 2018.  This amount is to be applied to the proceeds to repayoutstanding principal balance of the existing securedloan provided by the Lender to Gelson’s Joint Venture for the financing that encumbered the following properties: The Shops at Turkey Creek, Morningside Marketplace, Florissant Marketplace, Ensenada Square and Cochran Bypass. The total amount of the repayment was $25.4 million, which included a paymentdevelopment of yield maintenance due upon prepayment of $1.4 million. In connection with that borrowing,certain real property owned by Gelson’s Joint Venture. 
Effective April 26, 2018, the Borrower addedCompany extended the following property asGelson’s loan, for an additional collateral security under the terms of the Amended and Restated Credit Facility:six months. The Shops at Turkey Creek, Morningside Marketplace, Florissant Marketplace and Ensenada Square.new maturity date is October 27, 2018.
Variable Interest Entities
On October 31, 2017,April 27, 2018, the Company consummatedmade an additional contribution of $0.8 million to the disposition of Cochran Bypass for a sales price of approximately $2.5 million in cash. The net proceeds from the sale of Cochran Bypass were used to repay a portion of the outstanding balance under the Company’s line of credit.Gelson’s Joint Venture.
On November 1, 2017, the Company, through an indirect subsidiary, sold an approximately 76,900 square foot retail property located in Fontana, California (“Morningside Marketplace”) to an unrelated third party for $12.7 million. The proceeds were used to pay down amounts outstanding under the Company’s line of credit.




ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with our interim unaudited condensed consolidated financial statements and the notes thereto and the other unaudited financial data included in this Quarterly Report on Form 10-Q and in our audited consolidated financial statements and the notes thereto, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2016,2017, as filed with the Securities and Exchange Commission, or SEC, on March 24, 2017,23, 2018, which we refer to herein as our “2016“2017 Annual Report on Form 10-K.”
As used herein, the terms “we,” “our,” “us,” and “Company” refer to Strategic Realty Trust, Inc., formerly TNP Strategic Retail Trust, Inc., and, as required by context, Strategic Realty Operating Partnership, L.P., formerly TNP Strategic Retail Operating Partnership, L.P., a Delaware limited partnership, which we refer to as our “operating partnership” or “OP”, and to their respective subsidiaries. References to “shares” and “our common stock” refer to the shares of our common stock. 
Special Note Regarding Forward-Looking Statements
Certain statements included in this Quarterly Report on Form 10-Q that are not historical facts (including any statements concerning investment objectives, other plans and objectives of management for future operations or economic performance, or assumptions or forecasts related thereto) are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are only predictions. We caution that forward-looking statements are not guarantees. Actual events or our investments and results of operations could differ materially from those expressed or implied in any forward-looking statements. Forward-looking statements are typically identified by the use of terms such as “may,” “should,” “expect,” “could,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “potential” or the negative of such terms and other comparable terminology.
The forward-looking statements included herein are based upon our current expectations, plans, estimates, assumptions and beliefs, which involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements. The following are some of the risks and uncertainties, although not all of the risks and uncertainties, that could cause our actual results to differ materially from those presented in our forward-looking statements:
Our executive officers and certain other key real estate professionals are also officers, directors, managers, key professionals and/or holders of a direct or indirect controlling interest in our advisor. As a result, they face conflicts of interest, including conflicts created by our advisor’s compensation arrangements with us and conflicts in allocating time among us and other programs and business activities.
We are uncertain of our sources for funding our future capital needs. If we cannot obtain debt or equity financing on acceptable terms, our ability to continue to acquire real properties or other real estate-related assets, fund or expand our operations and pay distributions to our stockholders will be adversely affected.
We depend on tenants for our revenue and, accordingly, our revenue is dependent upon the success and economic viability of our tenants. Revenues from our properties could decrease due to a reduction in tenants (caused by factors including, but not limited to, tenant defaults, tenant insolvency, early termination of tenant leases and non-renewal of existing tenant leases) and/or lower rental rates, making it more difficult for us to meet our financial obligations, including debt service and our ability to pay distributions to our stockholders.
Our current and future investments in real estate and other real estate-related investments may be affected by unfavorable real estate market and general economic conditions, which could decrease the value of those assets and reduce the investment return to our stockholders. Revenues from our properties could decrease. Such events would make it more difficult for us to meet our debt service obligations and limit our ability to pay distributions to our stockholders.
Certain of our debt obligations have variable interest rates with interest and related payments that vary with the movement of LIBOR or other indices. Increases in these indices could increase the amount of our debt payments and limit our ability to pay distributions to our stockholders.

All forward-looking statements should be read in light of the risks identified in Part I, Item 1A of our 20162017 Annual Report on Form 10-K. Any of the assumptions underlying the forward-looking statements included herein could be inaccurate, and undue reliance should not be placed upon on any forward-looking statements included herein. All forward-looking statements are made as of the date of this Quarterly Report on Form 10-Q, and the risk that actual results will differ materially from the expectations expressed herein will increase with the passage of time. Except as otherwise required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements made after the date of this Quarterly Report on Form 10-Q, whether as a result of new information, future events, changed circumstances or any other reason. In light of the significant uncertainties inherent in the forward-looking statements included in this Quarterly Report on Form 10-Q, and the risks described in Part I, Item 1A of our 20162017 Annual Report on Form 10-K, the inclusion of such forward-looking statements should not be regarded as a representation by us or any other person that the objectives and plans set forth in this Quarterly Report on Form 10-Q will be achieved.

Overview
We are a Maryland corporation that was formed on September 18, 2008, to invest in and manage a portfolio of income-producing retail properties, located in the United States, real estate-owning entities and real estate-related assets, including the investment in or origination of mortgage, mezzanine, bridge and other loans related to commercial real estate. During the first quarter of 2016, we also invested, through joint ventures, in two significant retail projects under development. We have elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes, commencing with the taxable year ended December 31, 2009, and we intend to operate in such a manner. We own substantially all of our assets and conduct our operations through our operating partnership, of which we are the sole general partner. We also own a majority of the outstanding limited partner interests in the operating partnership.
Since our inception, our business has been managed by an external advisor. We do not have direct employees and all management and administrative personnel responsible for conducting our business are employed by our advisor. Currently we are externally managed and advised by SRT Advisor, LLC, a Delaware limited liability company (the “Advisor”) pursuant to an advisory agreement with the Advisor (the “Advisory Agreement”) initially executed on August 10, 2013, and subsequently renewed every year.year through 2017. The current term of the Advisory Agreement terminates on August 10, 2018. The Advisor is an affiliate of Glenborough, LLC (together with its affiliates, “Glenborough”), a privately held full-service real estate investment and management company focused on the acquisition, management and leasing of commercial properties.

ITEM 2. PROPERTIES
Property Portfolio
As of September 30, 2017,March 31, 2018, our property portfolio included 1210 retail properties, including 3three properties and 1 parcel held for sale, which we refer to as “our properties” or “our portfolio,” comprising an aggregate of approximately 425,000303,000 square feet of single- and multi-tenant, commercial retail space located in fivefour states. We purchased our properties for an aggregate purchase price of approximately $94.8$73.4 million. As of September 30, 2017March 31, 2018 and December 31, 2016, there was2017, approximately $23.9 million94% and approximately $33.8 million of indebtedness on our properties, respectively. As of September 30, 2017 and December 31, 2016, approximately 97% and 91%96% of our portfolio was leased (based on rentable square footage), respectively, with a weighted-average remaining lease term of approximately five years.6.2 years and 7.0 years, respectively.
(dollars in thousands)(dollars in thousands) 
Rentable Square
Feet (1)
 
Percent
Leased (2)
 
Effective
Rent (3)
(Sq. Foot)
 
Anchor
Tenant
 
Date
Acquired
 
Original
Purchase
 Price (4)
 
Debt (5)
 
Rentable Square Feet (1)
 
Percent Leased (2)
 
Effective
Rent (3)
(Sq. Foot)
 
Date
Acquired
 
Original
Purchase
 Price (4)
Property Name Location  Location 
Topaz Marketplace Hesperia, CA 50,699
 83% $22.30
 n/a 9/23/2011 13,500
 
 Hesperia, CA 43,199
 80% $20.18
 9/23/2011 $11,880
Ensenada Square Arlington, TX 62,628
 100% 7.52
 Kroger 2/27/2012 5,025
 2,901
Shops at Turkey Creek Knoxville, TN 16,324
 100% 27.71
 n/a 3/12/2012 4,300
 2,624
400 Grove Street San Francisco, CA 2,000
 100% 60.00
 n/a 6/14/2016 2,890
 
 San Francisco, CA 2,000
 100% 60.00
 6/14/2016 2,890
8 Octavia Street San Francisco, CA 3,640
 47% 32.00
 n/a 6/14/2016 2,740
 
 San Francisco, CA 3,640
 47% 43.95
 6/14/2016 2,740
Fulton Shops San Francisco, CA 3,758
 100% 55.91
 n/a 7/27/2016 4,595
 
 San Francisco, CA 3,758
 100% 55.91
 7/27/2016 4,595
450 Hayes San Francisco, CA 3,724
 100% 89.82
 n/a 12/22/2016 8,020
 
 San Francisco, CA 3,724
 100% 89.82
 12/22/2016 7,567
388 Fulton San Fancisco, CA 3,110
 100% 63.05
 n/a 1/4/2017 4,500
 
 San Fancisco, CA 3,110
 100% 64.22
 1/4/2017 4,195
Silver Lake Los Angeles, CA 10,497
 100% 62.96
 n/a 1/11/2017 13,300
 
 Los Angeles, CA 10,497
 100% 64.85
 1/11/2017 13,300
 156,380
     $58,870
 $5,525
 69,928
     47,167
                  
Properties Held for SaleProperties Held for Sale          Properties Held for Sale        
Cochran Bypass Chester, SC 45,817
 100% 5.11
 Bi-Lo Store 7/14/2011 $2,585
 $1,465
Topaz Marketplace - Parcel #4177 Hesperia, CA 7,500
 100% 31.31
 9/23/2011 1,620
Ensenada Square Arlington, TX 62,628
 100% 7.57
 2/27/2012 5,025
Florissant Marketplace Florissant, MO 146,257
 98% 9.90
 Schnuck's 5/16/2012 15,250
 8,588
 Florissant, MO 146,257
 95% 10.18
 5/16/2012 15,250
Morningside Marketplace Fontana, CA 76,923
 100% 16.24
 Ralph's 1/9/2012 18,050
 8,365
Shops at Turkey Creek Knoxville, TN 16,324
 100% 27.71
 3/12/2012 4,300
 268,997
     35,885
 18,418
 232,709
     26,195
 425,377
     $94,755
 $23,943
 302,637
     $73,362
(1)Square feet includes improvements made on ground leases at the property.

(2)Percentage is based on leased rentable square feet of each property as of September 30, 2017.March 31, 2018.
(3)Effective rent per square foot is calculated by dividing the annualized September 2017March 2018 contractual base rent by the total square feet occupied at the property. The contractual base rent does not include other items such as tenant concessions (e.g., free rent), percentage rent, and expense recoveries.
(4)The purchase price for Shops at Turkey Creek includes the issuance of common units in our operating partnership to the sellers.
(5)Debt represents the outstanding balance as of September 30, 2017, and excludes reclassification of approximately $36 thousand deferred financing costs, net, as a contra-liability. For more information on our financing, refer to Note 8. “Notes Payable, Net” to our interim unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. As of September 30, 2017, our line of credit principal balance of $21.0 million was secured by Topaz Marketplace, 8 Octavia Street, 400 Grove Street, the Fulton Shops, 450 Hayes, 388 Fulton, and Silver Lake. For information regarding recent draws under the Key Bank credit facility, see “– Recent Financing Transactions - Our Line of Credit.”

Properties Under Development
As of September 30, 2017,March 31, 2018, we had two properties under development. The properties are identified in the following table (dollar amounts in thousands):
Properties Under Development Location 
Estimated
Completion Date
 
Estimated
Expected
Square Feet
 Debt Location 
Estimated
Completion Date
 
Estimated
Expected
Square Feet
 Debt
Wilshire Property Santa Monica, CA May, 2018 12,500
 $8,500
 Santa Monica, CA December, 2018 12,500
 $8,500
Gelson’s Property Hollywood, CA July, 2018 37,000
 10,700
 Hollywood, CA May, 2019 37,000
 10,700
Total 49,500
 $19,200
 49,500
 $19,200
Portfolio InvestmentsUnconsolidated Joint Ventures
As of September 30, 2017,March 31, 2018, our portfolio included:
Investments in two consolidated joint ventures, which own property under development in the Los Angeles, California area that are expected to comprise 49,500 square feet upon completion.
Investmentsincluded investments in two unconsolidated joint ventures, which own, in aggregate, 8seven retail centers, comprising an aggregate of approximately 599,000591,000 square feet and located in four states.
Twelve retail properties, including 3 properties held for sale, comprising an aggregate of approximately 425,000 square feet of single- and multi-tenant, commercial retail space located in five states.

Results of Operations
Comparison of the three and nine months ended September 30, 2017,March 31, 2018, versus the three and nine months ended September 30, 2016.March 31, 2017.
The following table provides summary information about our results of operations for the three and nine months ended September 30,March 31, 2018 and 2017 and 2016 (amounts in thousands):
Three Months Ended
September 30,
    Three Months Ended
March 31,
    
2017 2016 $ Change % Change2018 2017 $ Change % Change
Rental revenue and reimbursements$2,219
 $2,647
 $(428) (16.2)%$1,753
 $2,640
 $(887) (33.6)%
Operating and maintenance expenses848
 949
 (101) (10.6)%650
 946
 (296) (31.3)%
General and administrative expenses483
 623
 (140) (22.5)%447
 495
 (48) (9.7)%
Depreciation and amortization expenses653
 907
 (254) (28.0)%358
 962
 (604) (62.8)%
Transaction expense
 165
 (165) (100.0)%2
 82
 (80) (97.6)%
Interest expense449
 550
 (101) (18.4)%271
 575
 (304) (52.9)%
Operating loss(214) (547) 333
 (60.9)%
Operating income (loss)25
 (420) 445
 (106.0)%
Other income (loss), net(19) 16
 (35) (218.8)%(2) 6,618
 (6,620) (100.0)%
Income taxes3
 (19) 22
 (115.8)%
 (19) 19
 (100.0)%
Net income (loss)$(230) $(550) $320
 (58.2)%
       
Nine Months Ended
September 30,
    
2017 2016 $ Change % Change
Rental revenue and reimbursements$7,084
 $7,837
 $(753) (9.6)%
Operating and maintenance expenses2,554
 2,787
 (233) (8.4)%
General and administrative expenses1,478
 1,691
 (213) (12.6)%
Depreciation and amortization expenses2,439
 2,628
 (189) (7.2)%
Transaction expense85
 445
 (360) (80.9)%
Interest expense1,505
 1,660
 (155) (9.3)%
Operating loss(977) (1,374) 397
 (28.9)%
Other income (loss), net9,027
 (34) 9,061
 (26,650.0)%
Income taxes(99) (153) 54
 (35.3)%
Net income (loss)$7,951
 $(1,561) $9,512
 (609.4)%
Net income$23
 $6,179
 $(6,156) (99.6)%
Our results of operations for the three and nine months ended September 30, 2017,March 31, 2018, are not necessarily indicative of those expected in future periods.
Revenue
The decrease in revenue during the three months ended September 30, 2017,March 31, 2018, compared to the same period in 2016,2017, was primarily due to the sales of Pinehurst Square East in January of 2017 and Woodland West Marketplace in April 2017. The decreases were partially offset by a full quarter of revenue from the acquisition of Fulton Shops2017, Cochran Bypass in July 2016 and acquisitions of 450 Hayes in December 2016, and 388 Fulton and Silver Lake during the first quarter of 2017.
The decrease in revenue during the nine months ended September 30, 2017, compared to the same period in 2016, was primarily due to the sales of Bloomingdale Hills in April 2016, Pinehurst Square East in January ofOctober 2017 and Woodland WestMorningside Marketplace in April 2017. The decreases were partially offset by a full quarter of revenue from acquisitions of 8 Octavia, and 400 Grove in June 2016, acquisitions of Fulton Shops in July 2016 and 450 Hayes in December 2016, and 388 Fulton and Silver Lake during the first quarter ofNovember 2017.
Operating and maintenance expenses 
Operating and maintenance expenses decreased during the three months ended September 30, 2017,March 31, 2018, when compared to the same period in 2016 due to sales of Pinehurst Square East in January of 2017, and Woodland West Marketplace in April 2017.

The decreases were mostly offset by acquisitions of Fulton Shops in July 2016 and 450 Hayes in December 2016, and 388 Fulton and Silver Lake during the first quarter of 2017.
Operating and maintenance expenses decreased during the nine months ended September 30, 2017, when comparedwhich corresponds to the same perioddecrease in 2016 due to sales of Bloomingdale Hills in April 2016, Pinehurst Square East in January of 2017 and Woodland West Marketplace in April 2017. The decreases were mostly offset by acquisitions of 8 Octavia, 400 Grove in June 2016, acquisitions of Fulton Shops in July 2016 and 450 Hayes in December 2016, and 388 Fulton and Silver Lake during the first quarter of 2017.revenue.

General and administrative expenses
General and administrative expenses decreased during the three months ended September 30, 2017,March 31, 2018, compared to the same period in 20162017, primarily due to decreased legallower asset management fees.
General and administrative expenses decreased during the nine months ended September 30, 2017, compared to the same period in 2016 primarily due to decreased legal fees and decreased investor relations costs.
Depreciation and amortization expenses
Depreciation and amortization expenses decreased during the three and nine months ended September 30, 2017March 31, 2018, compared to the same period in 2016,2017, primarily due to the classification of Cochran Bypass,Ensenada Square, Florissant Marketplace, and Morningside MarketplaceShops at Turkey Creek as held for sale during the thirdfourth quarter of 2017. The sales of Cochran Bypass and Morningside Marketplace also contributed to the decrease.
Transaction expense
There was no purchase or sale activityThe decrease in transaction expense during the three months ended September 30, 2017, which resulted in lower transaction fees when compared to the three months ended September 30, 2016.
The decrease in transaction fees during the nine months ended September 30, 2017,March 31, 2018, as compared to the same period in 20162017 was primarily due to our adoption of Accounting Standards Update (“ASU”) No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”) as of January 1, 2017. As part of adopting ASU 2017-01, acquisitions of 388 Fulton and Silver Lake during the first quarter of 2017 were classified as asset acquisitions and the related acquisition costs were capitalized.minimal dispositions activity.
Interest expense
Interest expense has decreased during the first three months of 2018, compared to the same period in 2017, over 2016 due to changesdecreases in debt balances as a result of using the proceeds from property acquisitions and dispositions activities and the resulting fluctuations in debt balances from related proceeds and repayments ofto repay debt.
Other income (loss), net
Other income, net fromfor the three months ended September 30, 2017, primarily consisted of equity in loss resulting from our investment in unconsolidated joint ventures.
Other income, net from the nine months ended September 30,March 31, 2017, primarily consisted of approximately $9.1$6.1 million related to the gain on salessale of Pinehurst Square East in January 2017 and Woodland West Marketplace in April 2017, as well as the recognition of deferred gain resulting from the first quarter of 2017 sale by the SGO Retail Acquisitions Venture, LLC (“SGO Joint Venture”) of Aurora Commons.
Income taxes
In addition to various state tax payments, we have incurredmay from time-to-time incur federal tax, due to our election to treat one of our subsidiaries as a taxable REIT subsidiary (“TRS”). In general, a TRS may engage in any real estate business and certain non-real estate businesses, subject to certain limitations under the Internal Revenue Code. A TRS is subject to federal and state income taxes. For the nine months ended September 30, 2016, income taxes increased due to the income taxes on our share of the gain from the sale of certain SGO MN Retail Acquisitions Venture, LLC (“SGO MN Joint Venture”) properties, partially offset by the 2016 reversal of an over accrual of estimated alternative minimum state/federal taxes, which was accrued and included in expenses as of December 31, 2015. The over accrual was determined to be immaterial and was the result of finalizing, in 2016, the calculation of taxes owed for 2015.
Liquidity and Capital Resources
Since our inception, our principal demand for funds has been for the acquisition of real estate, the payment of operating expenses and interest on our outstanding indebtedness, the payment of distributions to our stockholders and investments in unconsolidated joint ventures and development properties. On February 7, 2013, we ceased offering shares of our common

stock in our primary offering and under our distribution reinvestment plan. As a result of the termination of our initial public offering, offering proceeds from the sale of our securities are not currently available to fund our cash needs. We have used and expect to continue to use debt financing, net sales proceeds and cash flow from operations to fund our cash needs.
As of September 30, 2017,March 31, 2018, our cash and cash equivalents were approximately $3.6$3.1 million and our restricted cash (funds held by the lenders for property taxes, insurance, tenant improvements, leasing commissions, capital expenditures, rollover reserves and other financing needs) was approximately $4.2$0.8 million. For properties with lender reserves, we may draw upon such reserves to fund the specific needs for which the funds were established.
Our aggregate borrowings, secured and unsecured, are reviewed by our board of directors at least quarterly. Under our Articles of Amendment and Restatement, as amended, which we refer to as our “charter,” we are prohibited from borrowing in excess of 300% of the value of our net assets. Net assets for purposes of this calculation is defined to be our total assets (other than intangibles), valued at cost prior to deducting depreciation, reserves for bad debts and other non-cash reserves, less total liabilities. The preceding calculation is generally expected to approximate 75% of the aggregate cost of our assets before non-cash reserves and depreciation. However, we may temporarily borrow in excess of these amounts if such excess is approved by a majority of the independent directors and disclosed to stockholders in our next quarterly report, along with an explanation for such excess. As of September 30, 2017March 31, 2018 and December 31, 2016,2017, our borrowings excluding secured term loans balances which have been classified as held for sale, were approximately 89.2%96.0% and 105.2%93.7%, respectively, of the carrying value of our net assets.

The following table summarizes, for the periods indicated, selected items in our condensed consolidated statements of cash flows (amounts in thousands):
Nine Months Ended
September 30,
  
Three Months Ended
March 31,
  
2017 2016 $ Change2018 2017 $ Change
Net cash provided by (used in):          
Operating activities$2,597
 $1,243
 $1,354
$406
 $1,146
 $(740)
Investing activities12,081
 (31,569) 43,650
(1,144) 938
 (2,082)
Financing activities(14,163) 25,426
 (39,589)771
 (3,045) 3,816
Net increase (decrease) in cash and cash equivalents$515
 $(4,900)  
Net increase (decrease) in cash, cash equivalents and restricted cash$33
 $(961)  
Cash Flows from Operating Activities
The increasedecrease in cash flows from operating activities was primarily due to a significant decrease in deposit balances resulting from the closing of the acquisitions of 388 Fulton and Silver Lake during the first quarter of 2017.2017, which was partially offset by an increase in deposit balances during the first quarter of 2018.
Cash Flows from Investing Activities
The changeCash flows used in cashinvesting activities during the three months ended March 31, 2018, primarily consisted of our aggregate additional $1.2 million investments in the Wilshire and Gelson’s Joint Ventures. Cash flows from investing activities wasduring the three months ended March 31, 2017, primarily due to the netconsisted of proceeds from the disposition of Pinehurst Square East and Woodland West Marketplace of approximately $32.4$18.5 million, partially offset by our aggregate $17.8 million acquisitionin acquisitions of 388 Fulton and Silver Lake in January 2017. Cash flows from investing activities during the nine months ended September 30, 2016, consisted of our aggregate $28.5 million investments in the Wilshire and Gelson's Joint Ventures.
Cash Flows from Financing Activities
The change in cashCash flows from financing activities during the ninethree months ended September 30, 2017, wasMarch 31, 2018, were primarily due to an increase in pay down of debtproceeds of approximately $33.2$1.6 million in connection with the pay down offrom a portion ofdraw on our line of credit as a resultcredit. Cash flows used in financing activities during the three months ended March 31, 2017, primarily consisted of the dispositionsrepayment of Pinehurst Square East and Woodland West Marketplace.our debt balances of approximately $28.0 million, partially offset by proceeds of approximately $27.4 million from our line of credit.
Short-term Liquidity and Capital Resources
Our principal short-term demand for funds is for the payment of operating expenses, the payment of principal and interest on our outstanding indebtedness and distributions. To date, our cash needs for operations have been covered from cash provided by property operations, the sales of properties and the sale of shares of our common stock. Due to the termination of our initial public offering on February 7, 2013, weWe may fund our short-term operating cash needs from operations, from the sales of properties and from debt.
Long-term Liquidity and Capital Resources
On a long-term basis, our principal demand for funds will be for real estate and real estate-related investments and the payment of acquisition-related expenses, operating expenses, distributions to stockholders, future redemptions of shares and

interest and principal payments on current and future indebtedness. Generally, we intend to meet cash needs for items other than acquisitions and acquisition-related expenses from our cash flow from operations, debt and sales of properties. Until the termination of our initial public offering on February 7, 2013, our cash needs for acquisitions were satisfied from the net proceeds of the public offering and from debt financings. On a long-term basis, we expect that substantially all cash generated from operations will be used to pay distributions to our stockholders after satisfying our operating expenses including interest and principal payments. We may consider future public offerings or private placements of equity. Refer to Note 8. “Notes Payable, Net” to our interim unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information on the maturity dates and terms of our outstanding indebtedness.
Recent Financing Transactions
Line of Credit
During the three and nine months ended September 30, 2017 and 2016, the following transactions occurred under our credit line:
Nine months ended September 30, 2017:
On January 4, 2017, we drew $4.0 million and used the proceeds to acquire 388 Fulton.
On January 6, 2017, we consummated the disposition of Pinehurst Square East, located in Bismarck, North Dakota, for a sales price of approximately $19.2 million in cash, $18.4 million of which was used to pay down our line of credit.
On January 11, 2017, we drew $11.0 million and used the proceeds to acquire Silver Lake.
On January 27, 2017, we drew $1.0 million and used the proceeds for working capital.
On February 28, 2017, we drew $9.8 million and used the proceeds to pay off the mortgage loan related to Woodland West Marketplace.
On February 28, 2017, we drew $0.6 million and used the proceeds to pay certain costs for the refinancing of our line of credit.
On March 29, 2017, we drew $1.0 million and used the proceeds for working capital.
On April 17, 2017, we consummated the disposition of Woodland West Marketplace, located in Arlington, Texas, for a sales price of approximately $14.6 million in cash, $13.7 million of which was used to pay down our line of credit.
On June 28, 2017, we drew $1.3 million and used the proceeds for working capital.
On August 22, 2017, we drew $1.0 million and used the proceeds for working capital.
Nine months ended September 30, 2016:
On March 7, 2016, we drew $6.0 million and used the proceeds to invest in the Wilshire Joint Venture.
On April 4, 2016, we consummated the disposition of Bloomingdale Hills, located in Riverside, Florida, for a sales price of approximately $9.2 million in cash, $3.0 million of which was used to pay down the line of credit.
On June 9, 2016, we drew $7.5 million and used the majority of the proceeds to acquire 8 Octavia and 400 Grove.
On July 25, 2016, we drew $4.7 million and used the majority of the proceeds to acquire the Fulton Shops.
On September 29, 2016, we drew $1.0 million and used the proceeds for working capital.
Mortgage Loans Secured by Properties Under Development
In connection with our investment in the Wilshire Joint Venture and the acquisition of the Wilshire Property, we have consolidated borrowings of $8.5 million (the “Wilshire Loan”). The Wilshire Loan bears interest at a rate of 10.0% per annum, payable monthly, commencing on April 1, 2016. The loan was scheduled to mature on March 7, 2017, with an option for two additional six-month periods, subject to certain conditions as stated in the loan agreement. All conditions to extensions were met, and on March 7, 2017, we exercised the option to extend the loan until September 7, 2017. On August 29, 2017, we exercised the remaining option to extend the loan for an additional six months. The extension was scheduled to mature on March 7, 2018. We extended the loan, with the same terms, for an additional six months, effective March 7, 2018. The new

maturity date is MarchSeptember 7, 2018. The loan is secured by, among other things, a lien on the Wilshire development project and other collateral as defined in the loan agreement.
In connection with our investment in the Gelson’s Joint Venture and the acquisition of the Gelson’s Property, we have consolidated borrowings of $10.7 million (the “Gelson’s Loan”). The Gelson’s Loan bears interest at a rate of 9.5% per annum,

payable monthly, commencing on April 1, 2016. The loan was scheduled to mature on January 27, 2017, with an option to extend for an additional six-month period, subject to certain conditions as stated in the loan agreement. Those conditions were not met, but we negotiated a six month extension of the term on January 27, 2017 to mature on July 27, 2017. We negotiated a nine month extension of the term on July 27, 2017. The extension was scheduled to mature on April 27, 2018. On April 23, 2018, we made a mandatory principal payment of $1.0 million. We extended the loan, for an additional six months, effective April 26, 2018. The new maturity date is AprilOctober 27, 2018. The loan is secured by, among other things, a lien on the Gelson’s development project and other joint venture collateral as defined in the loan agreement.
Interim Financial Information
The financial information as of and for the period ended September 30, 2017,March 31, 2018, included in this Quarterly Report on Form 10-Q is unaudited, but includes all adjustments (consisting of normal recurring adjustments) that, in the opinion of management, are necessary for a fair presentation of our financial position and operating results for the three and nine months ended September 30, 2017.March 31, 2018. These interim unaudited condensed consolidated financial statements do not include all disclosures required by GAAP for complete consolidated financial statements. Interim results of operations are not necessarily indicative of the results to be expected for the full year; and such results may be less favorable. Our accompanying interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our 20162017 Annual Report on Form 10-K.
Guidelines on Total Operating Expenses
We reimburse our Advisor for some expenses paid or incurred by our Advisor in connection with the services provided to us, except that we will not reimburse our Advisor for any amount by which our total operating expenses at the end of the four preceding fiscal quarters exceed the greater of (1) 2% of our average invested assets, as defined in our charter; and (2) 25% of our net income, as defined in our charter, or the “2%/25% Guidelines” unless a majority of our independent directors determines that such excess expenses are justified based on unusual and non-recurring factors. For the three and nine months ended September 30,March 31, 2018 and 2017, and 2016, our total operating expenses did not exceed the 2%/25% Guidelines.
Inflation
The majority of our leases at our properties contain inflation protection provisions applicable to reimbursement billings for common area maintenance charges, real estate tax and insurance reimbursements on a per square foot basis, or in some cases, annual reimbursement of operating expenses above a certain per square foot allowance. We expect to include similar provisions in our future tenant leases designed to protect us from the impact of inflation. Due to the generally long-term nature of these leases, annual rent increases, as well as rents received from acquired leases, may not be sufficient to cover inflation and rent may be below market rates.
REIT Compliance
To qualify as a REIT for tax purposes, we are required to annually distribute at least 90% of our REIT taxable income, subject to certain adjustments, to our stockholders. We must also meet certain asset and income tests, as well as other requirements. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax (including any applicable alternative minimum tax) on our taxable income at regular corporate rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which our REIT qualification is lost unless the IRS grants us relief under certain statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to our stockholders.
Quarterly Distributions
As set forth above, in order to qualify as a REIT, we are required to distribute at least 90% of our annual REIT taxable income, subject to certain adjustments, to our stockholders.
Under the terms of the Key Bank credit facility, we may pay distributions to our stockholders so long as the total amount paid does not exceed certain thresholds specified in the Key Bank credit facility; provided, however, that we are not restricted from making any distributions necessary in order to maintain our status as a REIT. Our board of directors will continue to evaluate the amount of future quarterly distributions based on our operational cash needs.

Some or all of our distributions have been paid, and in the future may continue to be paid, from sources other than cash flows from operations.

The following tables set forth the quarterly distributions declared to our common stockholders and common unit holders for the ninethree months ended September 30, 2017,March 31, 2018 and the year ended December 31, 20162017 (amounts in thousands, except per share amounts):
 
Distribution Record
Date
 
Distribution
Payable
Date
 
Distribution Per Share of Common Stock /
Common Unit
 
Total Common
Stockholders
Distribution
 
Total Common
Unit Holders
Distribution
 
Total
Distribution
First Quarter 20173/31/2017 4/28/2017 $0.06
 $655
 $25
 $680
Second Quarter 20176/30/2017 7/31/2017 0.06
 652
 25
 677
Third Quarter 20179/30/2017 10/31/2017 0.06
 660
 16
 676
Total      $1,967
 $66
 $2,033
 
Distribution Record
Date
 
Distribution
Payable
Date
 
Distribution Per Share of Common Stock /
Common Unit
 
Total Common
Stockholders
Distribution
 
Total Common
Unit Holders
Distribution
 
Total
Distribution
First Quarter 20183/31/2018 4/26/2018 $0.06
 $659
 $14
 $673
 
Distribution Record
Date
 
Distribution
Payable
Date
 
Distribution Per Share of Common Stock /
Common Unit
 
Total Common
Stockholders
Distribution
 
Total Common
Unit Holders
Distribution
 
Total
Distribution
First Quarter 20163/31/2016 4/29/2016 $0.06
 $660
 $26
 $686
Second Quarter 20167/7/2016 7/29/2016 0.06
 661
 25
 686
Third Quarter 20169/30/2016 10/31/2016 0.06
 659
 25
 684
Fourth Quarter 201612/30/2016 1/31/2017 0.06
 656
 25
 681
Total      $2,636
 $101
 $2,737
 
Distribution Record
Date
 
Distribution
Payable
Date
 
Distribution Per Share of Common Stock /
Common Unit
 
Total Common
Stockholders
Distribution
 
Total Common
Unit Holders
Distribution
 
Total
Distribution
First Quarter 20173/31/2017 4/28/2017 $0.06
 $655
 $25
 $680
Second Quarter 20176/30/2017 7/31/2017 0.06
 652
 25
 677
Third Quarter 20179/30/2017 10/31/2017 0.06
 660
 16
 676
Fourth Quarter 201712/31/2017 1/31/2018 0.06
 659
 14
 673
Total      $2,626
 $80
 $2,706
 
Funds From Operations
Funds from operations (“FFO”) is a supplemental non-GAAP financial measure of a real estate company’s operating performance. The National Association of Real Estate Investment Trusts, or “NAREIT”, an industry trade group, has promulgated this supplemental performance measure and defines FFO as net income, computed in accordance with GAAP, plus real estate related depreciation and amortization and excluding extraordinary items and gains and losses on the sale of real estate, and after adjustments for unconsolidated joint ventures (adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO.) It is important to note that not only is FFO not equivalent to our net income or loss as determined under GAAP, it also does not represent cash flows from operating activities in accordance with GAAP.  FFO should not be considered an alternative to net income as an indication of our performance, nor is FFO necessarily indicative of cash flow as a measure of liquidity or our ability to fund cash needs, including the payment of distributions.
We consider FFO to be a meaningful, additional measure of operating performance and one that is an appropriate supplemental disclosure for an equity REIT due to its widespread acceptance and use within the REIT and analyst communities. Comparison of our presentation of FFO to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in the application of the NAREIT definition used by such REITs.

Our calculation of FFO attributable to common shares and Common Units and the reconciliation of net income (loss) to FFO is as follows (amounts in thousands, except shares and per share amounts):
 Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 Three Months Ended
March 31,
FFO 2017 2016 2017 2016 2018 2017
Net income (loss) (1)
 $(230) $(550) $7,951
 $(1,561)
Net income $23
 $6,179
Adjustments:            
Gain on disposal of assets 
 
 (9,131) (614) 
 (6,586)
Adjustment to reflect FFO of unconsolidated joint ventures 97
 184
 309
 360
 76
 80
Depreciation of real estate 503
 680
 1,725
 1,962
 278
 607
Amortization of in-place leases and other intangibles 150
 227
 714
 666
Amortization of in-place leases and leasing costs 80
 355
FFO attributable to common shares and Common Units(1) $520
 $541
 $1,568
 $813
 $457
 $635
            
FFO per share and Common Unit(1) $0.05
 $0.05
 $0.14
 $0.07
 $0.04
 $0.06
            
Weighted average common shares and units outstanding(1) 11,290,377
 11,430,172
 11,325,712
 11,445,981
 11,223,318
 11,359,759
(1)Our common units have the right to convert a unit into common stock for a one-to-one conversion. Therefore, we are including the related non-controlling interest income/loss attributable to common units in the computation of FFO and including the common units together with weighted average shares outstanding for the computation of FFO per share and common unit.
Related Party Transactions and Agreements
We are currently party to the Advisory Agreement, pursuant to which the Advisor manages our business in exchange for specified fees paid for services related to the investment of funds in real estate and real estate-related investments, management of our investments and for other services. Refer to Note 12. “Related Party Transactions” to our interim unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for a discussion of the Advisory Agreement and other related party transactions, agreements and fees. 
Off-Balance Sheet Arrangements
Our off-balance sheet arrangements consist primarily of our investments in joint ventures and are described in Note 4. “Investments in Unconsolidated Joint Ventures” in the notes to the interim unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q. Our joint ventures typically fund their cash needs through secured debt financings obtained by and in the name of the joint venture entity. The joint ventures’ debts are secured by a first mortgage, are without recourse to the joint venture partners, and do not represent a liability of the partners other than carve-out guarantees for certain matters such as environmental conditions, misuse of funds and material misrepresentations. As of September 30, 2017,March 31, 2018, we have provided carve-out guarantees in connection with our two unconsolidated joint ventures; in connection with those carve-out guarantees we have certain rights of recovery from our joint venture partners. 
Critical Accounting Policies
Our interim unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and in conjunction with the rules and regulations of the SEC. The preparation of our financial statements requires significant management judgments, assumptions and estimates about matters that are inherently uncertain. These judgments affect the reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our financial statements. Additionally, other companies may utilize different estimates that may impact the comparability of our results of operations to those of companies in similar businesses. Other than the critical accounting policy discussed below, a discussion of additional accounting policies that management considers critical in that they involve significant management judgments, assumptions and estimates is included in our 20162017 Annual Report on Form 10-K.
Investments
Revenue Recognition
Revenues include minimum rents, expense recoveries and percentage rental payments. Minimum rents are recognized on an accrual basis over the terms of the related leases on a straight-line basis when collectability is reasonably assured and the tenant has taken possession or controls the physical use of the leased property. If the lease provides for tenant improvements, we determine whether the tenant improvements, for accounting purposes, are owned by the tenant or us. When we are the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed. When the tenant is the owner of the tenant improvements, any tenant improvement allowance that is funded is treated as a lease incentive and amortized as a reduction of revenue over the lease term. Tenant improvement ownership is determined based on various factors including, but not limited to:
whether the lease stipulates how a tenant improvement allowance may be spent;
whether the amount of a tenant improvement allowance is in Real Estateexcess of market rates;
whether the tenant or landlord retains legal title to the improvements at the end of the lease term;
whether the tenant improvements are unique to the tenant or general-purpose in nature; and
whether the tenant improvements are expected to have any residual value at the end of the lease term.
For leases with minimum scheduled rent increases, we recognize income on a straight-line basis over the lease term when collectability is reasonably assured. Recognizing rental income on a straight-line basis for leases results in reported revenue amounts which differ from those that are contractually due from tenants. If we determine that collectability of straight-line rents is not reasonably assured, we limit future recognition to amounts contractually owed and paid, and, when appropriate, establish an allowance for estimated losses.
We maintain an allowance for doubtful accounts, including an allowance for straight-line rent receivables, for estimated losses resulting from tenant defaults or the inability of tenants to make contractual rent and tenant recovery payments. We monitor the liquidity and creditworthiness of our tenants on an ongoing basis. For straight-line rent amounts, our assessment is based on amounts estimated to be recoverable over the term of the lease.
Certain leases contain provisions that require the payment of additional rents based on the respective tenants’ sales volume (contingent or percentage rent) and substantially all contain provisions that require reimbursement of the tenants’ allocable real estate taxes, insurance and common area maintenance costs (“CAM”). Revenue based on percentage of tenants’ sales is recognized only after the tenant exceeds its sales breakpoint. Revenue from tenant reimbursements of taxes, CAM and insurance is recognized in the period that the applicable costs are incurred in accordance with the lease agreement.
In January 2017,May 2014, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2017-01,2014-09. ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenues arising from contracts with customers. As our revenues are primarily generated through leasing arrangements, our revenues fall out of the scope of this standard. Effective January 1, 2018, we applied the provisions of Accounting Standards Codification 610-20, Business Combinations (Topic 805): ClarifyingGains and Losses From the DefinitionDerecognition of Nonfinancial Assets (“ASC 610-20”), for gains on sale of real estate, and recognizes any gains at the time control of a Business (“ASU 2017-01”)property is transferred and when it is probable that clarifiessubstantially all of the framework for

determining whether an integrated set of assets and activities meets the definition of a business. The revised framework establishes a screen for determining whether an integrated set of assets and activities is a business and narrows the definition of a business, which is expected to result in fewer transactions being accounted for as business combinations. Acquisitions of integrated sets of assets and activities that do not meet the definition of a business are accounted for as asset acquisitions. 
We elected to early adopt ASU 2017-01 for the reporting period beginning January 1, 2017.related consideration will be collected. As a result of adopting ASU 2017-01, our acquisitionsASC 610-20, using the modified retrospective method, the sales criteria in ASC 360, Property, Plant, and Equipment, no longer applied. As such, we recognized $0.7 million of deferred gains relating to sales of properties beginning January 1, 2017 were evaluated under the new guidance. The acquisitions occurring during 2017 were determined to be asset acquisitions, as they did not meet the definition of a business.
Evaluation of business combination or asset acquisition:
We evaluate each acquisition of real estate to determine if the integrated set of assets and activities acquired meet the definition of a business and need to be accounted for as a business combination. If either of the following criteria is met, the integrated set of assets and activities acquired would not qualify as a business:
•    Substantially all of the fair value of the gross assets acquired is concentrated in either a single identifiable asset or a group of similar identifiable assets; or
•    The integrated set of assets and activities is lacking, at a minimum, an input and a substantive process that together significantly contribute to the abilitySGO Joint Venture through a cumulative effect adjustment to create outputs (i.e. revenue generated before and afteraccumulated deficit. Other than the transaction).
An acquired process is considered substantive if:
•    The process includes an organized workforce (or includes an acquired contract that provides accesscumulative effect adjustment relating to an organized workforce), that is skilled, knowledgeable, and experienced in performing the process;
•    The process cannot be replaced without significant cost, effort, or delay; or
•    The process is considered unique or scarce.
Generally, we expect that acquisitions of real estate will not meet the revised definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets), or because the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay.
In asset acquisitions, the purchase consideration, including acquisition costs, is allocated to the individual assets acquired and liabilities assumed on a relative fair value basis. As a result, asset acquisitions do not result in the recognition of goodwill or a bargain purchase gain.
Depreciation and amortization is computed using a straight-line method over the estimated useful lives of the assets as follows:
Years
Buildings and improvements5 - 30 years
Tenant improvements1 - 36 years
Tenant improvement costs recorded as capital assets are depreciated over the tenant’s remaining lease term, which we determined approximates the useful life of the improvement. Expenditures for ordinary maintenance and repairs are expensed to operations as incurred. Significant renovations and improvements that improve or extend the useful lives of assets are capitalized. Acquisition costs related to asset acquisitions are capitalized in the condensed consolidated balance sheets.
For acquisitions of real estate prior tosuch deferred gains, the adoption of ASU 2017-01, which were generally accounted for as business combinations, we recognized the assets acquired (including the intangible value of acquired above- or below-market leases, acquired in-place leasesAccounting Standards Codification 606, Revenue From Contracts with Customers (“ASC 606”) and other intangible assets or liabilities) at fair value as of the acquisition date. Acquisition costs related to the business combinations were expensed as incurred.ASC 610-20 did not have an impact on our condensed consolidated financial statements.
Subsequent Events
Distributions
On September 6, 2017,March 21, 2018, our board of directors declared a thirdfirst quarter distribution in the amount of $0.06 per share/unit to common stockholders and holders of common units of record as of September 30, 2017.March 31, 2018. The distribution was paid on October 31, 2017.April 26, 2018.
Mortgage Loans Secured by Properties Under Development
On April 20, 2018, Gelson’s Joint Venture entered into a letter agreement (the “Letter Agreement”) effective as of April 18, 2018 with Buchanan Mortgage Holdings LLC (the “Lender”) pursuant to which the Lender and Gelson’s Joint Venture agreed to extend the outside date for Gelson’s Joint Venture to satisfy its obligations under Section 1e(iii) of the Second Amendment


Sale(as defined in the Letter Agreement) to April 24, 2018.  Borrower satisfied such obligations by making a $1.0 million mandatory principal paydown to Lender on April 23, 2018.  This amount is to be applied to the outstanding principal balance of Heldthe existing loan provided by the Lender to Gelson’s Joint Venture for Sale Propertiesthe financing of the development of certain real property owned by Gelson’s Joint Venture.
Effective April 26, 2018, we extended the Gelson’s loan, for an additional six months. The new maturity date is October 27, 2018.
Variable Interest Entities
On October 31, 2017,April 27, 2018, we made an additional contribution of $0.8 million to the Borrowers under the Amended and Restated Credit Facility borrowed $26.0 million under that facility, and used the proceeds to repay the existing secured financing that encumbered the following properties: The Shops at Turkey Creek, Morningside Marketplace, Florissant Marketplace, Ensenada Square and Cochran Bypass. The total amount of the repayment was $25.4 million, which included a payment of yield maintenance due upon prepayment of $1.4 million. In connection with that borrowing, the Borrower added the following property as additional collateral security under the terms of the Amended and Restated Credit Facility: The Shops at Turkey Creek, Morningside Marketplace, Florissant Marketplace and Ensenada Square.
On October 31, 2017, we, through an indirect subsidiary, consummated the disposition of Cochran Bypass for a sales price of approximately $2.5 million in cash. The net proceeds from the sale of Cochran Bypass were used to repay a portion of the outstanding balance under our line of credit.
On November 1, 2017, we, through an indirect subsidiary, sold an approximately 76,900 square foot retail property located in Fontana, California (“Morningside Marketplace”) to an unrelated third party for $12.7 million. The proceeds were used to pay down amounts outstanding under our line of credit.Gelson’s Joint Venture.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Omitted as permitted under rules applicable to smaller reporting companies.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of the end of the period covered by this report, management, including our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon, and as of the date of, the evaluation, our chief executive officer and chief financial officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported as and when required. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file and submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2017,March 31, 2018, 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
None.
ITEM 1A. RISK FACTORS
Omitted as permitted under rules applicable to smaller reporting companies.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the period covered by this Quarterly Report on Form 10-Q, we did not issue any equity securities that were not registered under the Securities Act of 1933, as amended.
Share Redemption Program
On April 1, 2015, our board of directors approved the reinstatement of the share redemption program (which had been suspended since January 15, 2013) and adopted an Amended and Restated Share Redemption Program (the “SRP”). Under the SRP, only shares submitted for repurchase in connection with the death or “qualifying disability” (as defined in the SRP) of a stockholder are eligible for repurchase by us. The number of shares to be redeemed is limited to the lesser of (i) a total of $2.0 million for redemptions sought upon a stockholder’s death and a total of $1.0 million for redemptions sought upon a stockholder’s qualifying disability, and (ii) 5% of the number of shares of our common stock outstanding during the prior calendar year. Share repurchases pursuant to the SRP are made at our sole discretion. We reserve the right to reject any redemption request for any reason or no reason or to amend or terminate the share redemption program at any time subject to the notice requirements in the SRP.
The redemption price for shares that are redeemed is 100% of our most recent estimated net asset value per share as of the applicable redemption date. A redemption request must be made within one year after the stockholder’s death or disability, unless such death or disability occurred between January 15, 2013 and April 1, 2015, when the share redemption program was suspended. Redemption requests due to the death or disability of a Company stockholder that occurred during such time period, were required to be submitted on or before April 1, 2016.
The SRP provides that any request to redeem less than $5 thousand worth of shares will be treated as a request to redeem all of the stockholder’s shares. If we cannot honor all redemption requests received in a given quarter, all requests, including death and disability redemptions, will be honored on a pro rata basis. If we do not completely satisfy a redemption request in one quarter, we will treat the unsatisfied portion as a request for redemption in the next quarter when funds are available for redemption, unless the request is withdrawn. We may increase or decrease the amount of funding available for redemptions under the SRP on ten business days’ notice to stockholders. Shares submitted for redemption during any quarter will be redeemed on the penultimate business day of such quarter. The record date for quarterly distributions has historically been and is expected to continue to be the last business day of each quarter; therefore, shares that are redeemed during any quarter are expected to be redeemed prior to the record date and thus would not be eligible to receive the distribution declared for such quarter.
The other material terms of the SRP are consistent with the terms of the share redemption program that was in effect immediately prior to January 15, 2013.
On October 5,August 7, 2015, the board of directors approved the amendment and restatement of the SRP (the “First A&R SRP”). Under the First A&R SRP, the redemption date with respect to third quarter 2015 redemptions was November 10, 2015 or the next practicable date as the Chief Executive Officer determined so that redemptions with respect to the third quarter of 2015 were delayed until after the payment date for a special distribution. With this revision, stockholders who were to have 100% of their shares redeemed were not left holding a small number of shares from the Special Distribution after the date of the redemption of their shares. The other material terms of the First A&R SRP were consistent with the terms of the SRP.
On August 10, 2016, our board of directors approved,authorized our management to prepare and implement an amendment and restatement of the SRP (the “Second A&R SRP”) to revise the definition of disability under the SRP. The Second A&R SRP became effective August 26, 2016. Under the Second A&R SRP, a person is deemed to be disabled and therefore eligible to redeem shares pursuant to Section 3(a)the Second A&R SRP if they are disabled pursuant to the definition of “disability” in the Internal Revenue Code of 1986, as amended, at the time that the person’s written redemption request is received by us. The other material terms of the Second A&R SRP an additional $0.5 million of funds available for the redemption of shares in connectionare consistent with the deathterms of a stockholder. the First A&R SRP.


On August 2, 2017, our board of directors approved, pursuant to Section 3(a) of the SRP, an additional $1.0 million of funds available for the redemption of shares in connection with the death of a stockholder.

During the ninethree months ended September 30, 2017,March 31, 2018, we redeemed shares as follows:
Period 
Total Number of
Shares Redeemed (1)
 
Average Price
Paid per Share
 
Total Number of Shares
Purchased as Part of a
Publicly Announced Plan
or Program 
 
Approximate Dollar Value of
Shares That May Yet be
Redeemed Under the Program (2)
January 2017 
 $
 
 $915,158
February 2017 
 
 
 915,158
March 2017 31,875
 6.36
 31,875
 712,431
April 2017 
 
 
 712,431
May 2017 
 
 
 712,431
June 2017 37,820
 6.36
 37,820
 471,900
July 2017 
 
 
 471,900
August 2017 
 
 
 1,471,900
September 2017 18,233
 6.27
 18,233
 1,357,581
Total 87,928
  
 87,928
  
Period 
Total Number of
Shares Redeemed (1)
 
Average Price
Paid per Share
 
Total Number of Shares
Purchased as Part of a
Publicly Announced Plan
or Program 
 
Approximate Dollar Value of
Shares That May Yet be
Redeemed Under the Program (2)
January 2018 
 $
 
 $1,050,393
February 2018 
 
 
 1,050,393
March 2018 10,312
 6.27
 10,312
 985,737
Total 10,312
  
 10,312
  
(1)All of our purchases of equity securities during the ninethree months ended September 30, 2017,March 31, 2018, were made pursuant to the SRP.
(2)We currently limit the dollar value and number of shares that may yet be repurchased under the SRP as described above.
Cumulatively, through September 30, 2017, the Company hasMarch 31, 2018, we have redeemed 563,122622,427 shares for $4.3$4.6 million.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.

ITEM 5. OTHER INFORMATION
As of the three months ended September 30, 2017,March 31, 2018, all items required to be disclosed under Form 8-K were reported under Form 8-K.

ITEM 6. EXHIBITS
The exhibits listed on the Exhibit Index (following the signatures section of this Quarterly Report on Form 10-Q) are included herewith, or incorporated herein by reference.

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 on November 13, 2017.May 11, 2018.
 Strategic Realty Trust, Inc.
  
 By:/s/ Andrew Batinovich
  Andrew Batinovich
  
Chief Executive Officer, Corporate Secretary and Director
(Principal Executive Officer)
   
 By:/s/ Terri Garnick
  Terri Garnick
  
Chief Financial Officer
(Principal Financial and Accounting Officer)

EXHIBIT INDEX
The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the ninethree months ended September 30, 2017March 31, 2018 (and are numbered in accordance with Item 601 of Regulation S-K). 
      Incorporated by Reference
Exhibit No. Description 
Filed
Herewith
 Form/File No. Filing Date
         
 Articles of Amendment and Restatement of TNP Strategic Retail Trust, Inc.    
S-11/
No. 333-154975
 7/10/2009
         
 Articles of Amendment, dated August 22, 2013    8-K 8/26/2013
         
 Articles Supplementary, dated November 1, 2013   8-K 11/4/2013
         
 Articles Supplementary, dated January 22, 2014    8-K 1/28/2014
         
 Third Amended and Restated Bylaws of Strategic Realty Trust, Inc.    8-K 1/28/2014
         
 
The Purchase and SaleLoan Agreement by and between TNP SRT Portfolio II,Buchanan Mortgage Holdings, LLC and Baseline Property,3032 Wilshire Investors, LLC, dated September 14, 2017.March 7, 2016
X
First Amendment to Loan Agreement between Buchanan Mortgage Holdings, LLC and 3032 Wilshire Investors, LLC, dated March 20, 2018X
First Amendment to Loan Agreement between Buchanan Mortgage Holdings, LLC and Sunset & Gardner Investors, LLC, dated January 27, 2017X
Second Amendment to Loan Agreement between Buchanan Mortgage Holdings, LLC and Sunset & Gardner Investors, LLC, dated July 20, 2017X
Third Amendment to Loan Agreement between Buchanan Mortgage Holdings, LLC and Sunset & Gardner Investors, LLC, dated April 26, 2018 X    
         
 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X    
         
 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X    
         
 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X    
         
 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X    
         
 Strategic Realty Trust, Inc. Amended and Restated Share Redemption Program Adopted August 26, 2016   8-K 8/30/2016
         
101.INS XBRL Instance Document X    
         
101.SCH XBRL Taxonomy Extension Schema Document X    
         
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document X    
         
101.DEF XBRL Taxonomy Extension Definition Linkbase Document X    
         
101.LAB XBRL Taxonomy Extension Label Linkbase Document X    
         
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document X    


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