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

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

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

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).

As of ~~October 31, 2017,~~May 6, 2019, there were ~~88,720,643~~35,690,942 shares of the registrant’s common stock, $.001 par value, outstanding.

	September 30, 2017 (unaudited)			December 31, 2016			March 31, 2019 (unaudited)			December 31, 2018
ASSETS
Assets:
Investment properties:
Land	$	279,723		$	262,210		$	277,229		$	277,229
Building and other improvements		1,016,190			971,021			1,022,042			1,021,607
Total		1,295,913			1,233,231			1,299,271			1,298,836
Less accumulated depreciation		(92,370	)		(62,631	)		(148,719	)		(139,134	)
Net investment properties		1,203,543			1,170,600			1,150,552			1,159,702
Cash and cash equivalents		10,874			10,861			13,023			15,239
Investment in unconsolidated entities		5,685			126
Accounts and rent receivable		12,934			11,671
Restricted cash								1,001			1,001
Accounts and rent receivable, net								16,441			16,176
Acquired lease intangible assets, net		145,680			150,108			109,612			115,357
Deferred costs, net		1,120			683			2,744			2,570
Operating lease right-of-use asset, net								15,840			—
Other assets		11,068			13,511			6,854			10,024
Total assets	$	1,390,904		$	1,357,560		$	1,316,067		$	1,320,069

LIABILITIES AND EQUITY
Liabilities:
Mortgages and credit facility payable, net	$	681,164		$	606,025		$	705,980		$	705,884
Accounts payable and accrued expenses		11,539			7,270			9,652			8,849
Operating lease liability								23,455			—
Distributions payable		4,395			4,488			10,741			11,924
Acquired intangible liabilities, net		63,690			63,474			51,485			57,462
Deferred investment property acquisition obligations		1,553			6,856
Due to related parties		3,214			2,663			2,715			2,604
Other liabilities		11,449			12,330			10,125			16,268
Total liabilities		777,004			703,106			814,153			802,991

Commitments and contingencies

Stockholders’ equity:
Preferred stock, $.001 par value, 40,000,000 shares authorized, none outstanding		—			—			—			—
Common stock, $.001 par value, 1,460,000,000 shares authorized, 88,919,975 and 88,155,707 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively		89			88
Additional paid in capital (net of offering costs of $87,059 as of September 30, 2017 and December 31, 2016)		799,829			792,478
Common stock, $.001 par value, 1,460,000,000 shares authorized, 35,447,385 and 35,343,256 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively								35			35
Additional paid in capital								798,483			795,409
Accumulated distributions and net loss		(188,604	)		(140,417	)		(297,443	)		(283,859	)
Accumulated other comprehensive income		2,586			2,305			839			5,493
Total stockholders’ equity		613,900			654,454			501,914			517,078
Total liabilities and stockholders’ equity	$	1,390,904		$	1,357,560		$	1,316,067		$	1,320,069

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2019			2018
Income:
Rental income	$	24,640		$	23,831		$	74,312		$	69,937		$	32,422		$	32,540
Tenant recovery income		7,291			6,336			21,964			19,731
Other property income		179			736			352			909			53			108
Total income		32,110			30,903			96,628			90,577			32,475			32,648

Expenses:
Property operating expenses		5,519			5,195			16,390			15,592			5,675			5,810
Real estate tax expense		4,386			3,576			12,384			10,893			4,248			4,501
General and administrative expenses		875			1,245			3,397			3,958			1,512			1,116
Acquisition related costs		62			(413	)		1,262			421			—			(7	)
Business management fee		2,311			2,190			6,871			6,421			2,333			2,328
Depreciation and amortization		15,492			14,442			46,391			45,158			14,526			14,760
Total expenses		28,645			26,235			86,695			82,443			28,294			28,508

Operating income		3,465			4,668			9,933			8,134			4,181			4,140

Interest expense		(6,361	)		(5,547	)		(18,316	)		(16,189	)		(7,153	)		(6,467	)
Interest and other income		20			18			72			360			19			87
Equity in earnings (losses) of unconsolidated entities		20			(100	)		20			193
Net loss	$	(2,856	)	$	(961	)	$	(8,291	)	$	(7,502	)	$	(2,953	)	$	(2,240	)

Net loss per common share, basic and diluted	$	(0.03	)	$	(0.01	)	$	(0.09	)	$	(0.09	)	$	(0.08	)	$	(0.06	)

Weighted average number of common shares outstanding, basic and diluted		89,143,838			87,685,402			88,890,808			87,165,085			35,583,398			35,594,052

Comprehensive (loss) income:
Net loss	$	(2,856	)	$	(961	)	$	(8,291	)	$	(7,502	)	$	(2,953	)	$	(2,240	)
Unrealized (loss) gain on derivatives		(268	)		519			(1,721	)		(10,384	)		(4,200	)		4,826
Reclassification adjustment for amounts included in net loss		507			1,077			2,002			3,039			(454	)		133
Comprehensive (loss) income	$	(2,617	)	$	635		$	(8,010	)	$	(14,847	)	$	(7,607	)	$	2,719

	Number of Shares			Common Stock			Additional Paid in Capital			Accumulated Distributions and Net Loss			Accumulated Other Comprehensive Income			Total			Number of Shares			Common Stock		Additional Paid in Capital			Accumulated Distributions and Net Loss			Accumulated Other Comprehensive Income			Total
Balance at December 31, 2016		88,155,707		$	88		$	792,478		$	(140,417	)	$	2,305		$	654,454
Balance at December 31, 2018																				35,343,256		$	35	$	795,409		$	(283,859	)	$	5,493		$	517,078

Distributions declared		—			—			—			(39,896	)		—			(39,896	)
Distributions declared ($0.3018 per share)																				—			—		—			(10,741	)		—			(10,741	)
Proceeds from distribution reinvestment plan		2,258,338		2				20,413			—			—			20,415			244,417			—		5,463			—			—			5,463
Shares repurchased		(1,495,179	)		(1	)		(13,084	)		—			—			(13,085	)		(140,288	)		—		(2,402	)		—			—			(2,402	)
Unrealized loss on derivatives		—			—			—			—			(1,721	)		(1,721	)		—			—		—			—			(4,200	)		(4,200	)
Reclassification adjustment for amounts included in net loss		—			—			—			—			2,002			2,002			—			—		—			—			(320	)		(320	)
Cumulative reversal of recognized hedge ineffectiveness (see Note 2)																				—			—		—			134			(134	)		—
Cumulative-effect adjustment recognized upon adoption of ASC 842 (see Note 2)																				—			—		—			(24	)		—			(24	)
Equity based compensation		1,109			—			22			—			—			22			—			—		13			—			—			13
Net loss		—			—			—			(8,291	)		—			(8,291	)		—			—		—			(2,953	)		—			(2,953	)
Balance at September 30, 2017		88,919,975		$	89		$	799,829		$	(188,604	)	$	2,586		$	613,900
Balance at March 31, 2019																				35,447,385		$	35	$	798,483		$	(297,443	)	$	839		$	501,914

	Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2019			2018
Cash flows from operating activities:
Net loss	$	(8,291	)	$	(7,502	)	$	(2,953	)	$	(2,240	)

Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		46,391			45,158			14,526			14,760
Amortization of debt issuance costs and mortgage premiums, net		267			303			150			135
Amortization of acquired market leases, net		(1,069	)		(537	)		(208	)		(128	)
Amortization of equity based compensation		22			8			13			11
Amortization of right-of-use-asset								123			—
Straight-line income, net		(1,276	)		(1,703	)		(421	)		(331	)
Equity in earnings of unconsolidated entities		(20	)		(193	)
Distributions from unconsolidated entity		146			—
Payment of leasing fees		(570	)		(249	)		(255	)		(719	)
Adjustment of contingent earnout liability		1,084			(1,643	)		—			(25	)
Other non-cash adjustments		(35	)		(218	)		4			7
Changes in assets and liabilities:
Accounts payable and accrued expenses		4,041			2,276			1,050			(1,414	)
Accounts and rent receivable		608			(193	)		131			925
Due to related parties		446			(5,680	)		2			140
Operating lease liability								78			—
Other liabilities		(222	)		(609	)		(1,895	)		301
Other assets		1,277			1,010			222			420
Net cash flows provided by operating activities		42,799			30,228			10,567			11,842

Cash flows from investing activities:
Purchase of investment properties		(69,953	)		(79,034	)
Capital expenditures		(4,042	)		(7,696	)		(805	)		(2,275	)
Investment in unconsolidated joint ventures		(5,602	)		—			—			(1,856	)
Other assets and restricted escrows		611			164
Other assets and other liabilities								—			(4,939	)
Net cash flows used in investing activities		(78,986	)		(86,566	)		(805	)		(9,070	)

Cash flows from financing activities:
Payment of credit facility		(43,000	)		(135,000	)		—			(8,000	)
Proceeds from credit facility		79,300			70,000			—			20,000
Proceeds from mortgages payable		39,180			147,957
Payment of mortgages payable		(164	)		(58,470	)		(54	)		(52	)
Proceeds from the distribution reinvestment plan		20,415			20,920			5,463			2,254
Shares repurchased		(12,683	)		(6,689	)		(5,463	)		(2,531	)
Payment of offering costs		—			(201	)
Distributions paid		(39,989	)		(39,235	)		(11,924	)		(4,537	)
Payment of deferred investment property acquisition obligations		(6,415	)		(8,838	)		—			(596	)
Payment of debt issuance costs		(444	)		(1,647	)
Net cash flows provided by (used in) financing activities		36,200			(11,203	)
Net cash flows (used in) provided by financing activities								(11,978	)		6,538

Net increase (decrease) in cash and cash equivalents		13			(67,541	)
Cash and cash equivalents at beginning of the period		10,861			83,843
Cash and cash equivalents, at end of period	$	10,874		$	16,302
Net (decrease) increase in cash, cash equivalents and restricted cash								(2,216	)		9,310
Cash, cash equivalents and restricted cash, at beginning of the period								16,240			16,844
Cash, cash equivalents and restricted cash, at end of period							$	14,024		$	26,154

The accompanying consolidated financial statements have been prepared in accordance with ~~U.S.~~accounting principles generally accepted ~~accounting principles~~in the United States of America (“U.S. GAAP”) for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Readers of this Quarterly Report should refer to the audited consolidated financial statements of Inland Real Estate Income Trust, Inc. (which may be referred to herein as the “Company,” “we,” “us,” or “our”) for the year ended December 31, ~~2016,~~2018, which are included in the Company’s ~~2016~~2018 Annual Report on Form 10-K, as certain footnote disclosures contained in such audited consolidated financial statements have been omitted from this Quarterly Report.

The Company was formed on August 24, 2011 to acquire and manage a portfolio of commercial real estate investments located in the United States. The Company has primarily focused on acquiring retail ~~properties.~~properties and intends to target a portfolio of 100% grocery-anchored properties. The Company has invested in joint ventures and may continue to invest in additional joint ventures or acquire other real estate assets ~~such as office and medical office buildings, multi-family properties and industrial/distribution and warehouse facilities~~ if its management believes the expected returns from those investments exceed that of retail properties. The Company also may invest in real estate-related equity securities of both publicly traded and private real estate companies, as well as commercial mortgage-backed securities.

The Company ~~entered into a Business Management Agreement with~~has no employees. The Company is managed by IREIT Business Manager & Advisor, Inc. (the “Business Manager”), an indirect wholly owned subsidiary of Inland Real Estate Investment Corporation (the “Sponsor”), pursuant to bea Business Management Agreement with the Business Manager.

On February 11, 2019, the Company’s board of directors approved a strategic plan (the “Strategic Plan”) with the goals of providing future liquidity to investors and creating long-term stockholder value. The Strategic Plan centers around owning a portfolio of 100% grocery-anchored properties with lower exposure to big box retailers. As part of this strategy, the Company’s management team and board will consider the opportunistic sale of certain assets with the goal of redeploying capital into the acquisition of strategically located grocery-anchored centers, as well as the redevelopment of select centers within the current portfolio. The Company plans to move toward a liquidity event in the next 24 to 36 months, or sooner, market conditions permitting, most likely through a listing on a public securities exchange. In connection with the Strategic Plan, the board approved amendments to the Company’s share repurchase program (as amended, the “SRP”) as further described below in Note 3 – “Equity,” and the Business Management Agreement with the Business Manager was amended and restated on February 11, 2019 to, among other things, eliminate all future acquisition and disposition fees. There can be no assurance that the ~~Company.~~Strategic Plan will not evolve or change over time or that the Company will be able to successfully implement the Strategic Plan, including listing the Company’s common stock.

On March 11, 2019, as reported in the Company’s Form 8-K filed with the Securities and Exchange Commission on the same date, the Company announced that the Company’s board of directors unanimously approved: (i) an estimated per share net asset value (the “Estimated Per Share NAV”) as of December 31, 2018; (ii) the same per share purchase price for shares issued under the Company’s distribution reinvestment plan (as amended, the “DRP”) beginning with the first quarter distribution payment to stockholders in April 2019 until the Company announces a new Estimated Per Share NAV, and (iii) that, in accordance with the SRP, beginning with repurchases in April 2019 and until the Company announces a new Estimated Per Share NAV, any shares accepted for ordinary repurchases will be repurchased at 80% of the Estimated Per Share NAV and any shares accepted for “exceptional repurchases” will be repurchased at the Estimated Per Share NAV.

At ~~September 30, 2017,~~March 31, 2019, the Company owned 59 retail properties, totaling ~~6,860,923~~6,870,124 square feet. The properties are located in 24 states. At ~~September 30, 2017,~~March 31, 2019, the portfolio had a weighted average physical occupancy of ~~93.9%~~94.0% and economic occupancy of ~~94.9%~~94.4%. ~~Economic occupancy excludes square footage associated with an earnout component.~~

Disclosures discussing all significant accounting policies are set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2018, as filed with the Securities and Exchange Commission on March ~~15, 2017,~~20, 2019, under the heading Note 2 – “Summary of Significant Accounting Policies.” There have been no changes to the Company’s significant accounting policies during the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2019, except as noted below.

The ~~accompanying~~ consolidated financial statements have been prepared in accordance with U.S. GAAP and require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date

of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. In the opinion of management, all adjustments necessary for a fair statement, in all material respects, of the financial position and results of operations for the periods are presented. Actual results could differ from those estimates. The results of operations for the interim periods are not necessarily indicative of the results for the entire year.

~~Recent~~Certain amounts in the prior period consolidated financial statements have been reclassified to conform with the current year presentation.

In August 2017, the Financial Accounting Standards Board ~~(the “FASB”~~(“FASB”) issued ~~ASU~~Accounting Standards Update (“ASU”) No. 2017-12, Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging ~~Activities.~~ Activities~~The update, among~~. Among other things,

~~The amendment is~~item. As ASU 2017-12 was effective for fiscal years beginning after December 15, 2018, ~~and interim periods within those fiscal years. Early application is permitted in any interim period after issuance of~~ the ~~update.~~Company adopted the ASU on January 1, 2019 with a modified retrospective transition. For cash flow ~~and net investment~~ hedges existing at January 1, 2019, the ~~date~~

~~of adoption, an entity should apply a cumulative-effect adjustment related to eliminating~~Company eliminated the separate measurement of ineffectiveness by means of a cumulative reversal of recognized hedge ineffectiveness with a credit to the opening balance of accumulated distributions and net loss and a debit to accumulated other comprehensive income ~~with a corresponding adjustment to the opening balance~~ of retained earnings as of the beginning of the fiscal year that an entity adopts the amendments in this update. The amended presentation and disclosure guidance is required only prospectively. The Company does not believe the adoption of ASU No. 2017-12 will have a material impact$134 on its consolidated ~~financial statements~~balance sheet and ~~related disclosures.~~

~~In November 2016, the FASB issued ASU No. 2016-18,~~ ~~Statement of Cash Flows (Topic 230): Restricted Cash.~~ ~~The new update~~ ~~will require that amounts described as restricted cash and restricted cash equivalents be included in beginning and ending-of-period reconciliation of cash shown on the~~consolidated statement of ~~cash flows. The amendment is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted.~~ At September 30, 2017 and December 31, 2016, restricted cash of $5,118 and $5,996, respectively, was classified as other assets on the Company’s consolidated balance sheets and the Company does not believe that the adoption of ASU No. 2016-18 will have a material impact on its consolidated financial statements and related disclosures.equity.

~~In August 2016, the FASB issued ASU No. 2016-15,~~ ~~Statement of Cash Flows (Topic 230).~~ The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The issues addressed in the new guidance include the cash flow classification of: debt prepayment and debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investments, beneficial interests in securitization transactions and separately identifiable cash flows and application of the predominance principle. The standard will be effective for fiscal years beginning after December 15, 2017, for public companies. The Company intends to adopt the new accounting standard by making a policy election to classify distributions received from an equity method investee as operating cash inflows up to its cumulative equity in earnings and any excess as investing inflows. The Company does not believe that ASU No. 2016-15 will have a material impact on its consolidated financial statements and related disclosures.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842).which amends the guidance in ASC Topic 840, Leases. The Company adopted the lease standard effective January 1, 2019. As a lessor, the Company’s recognition of rental income remained mainly consistent with previous guidance. As a result of the adoption of ASC 842, the Company includes both billed and accrued charges in its quarterly evaluation of the collectability of a tenant’s receivable balance. Prior to the adoption of ASC 842, uncollectible tenant revenues were recorded as bad debt expense in property operating expenses on our consolidated statement of operations and comprehensive loss. For tenant receivables that the Company determines to be uncollectible, the Company now records an offset for uncollectible tenant revenues directly to rental income. Upon adoption of ASC 842 on January 1, 2019, a cumulative-effect adjustment of $24 was recognized for uncollectible tenant revenues as a result of this change. The standard’s changes related to capitalized initial direct costs did not impact the Company’s accounting for such costs, because historically, the Company capitalized initial direct costs (commissions) that are still considered capitalizable under the new standard.

As part of its adoption of the lease standard, the Company has elected and qualifies to utilize the practical expedient in ASU No. 2018-11, Targeted Improvements, Leases (Topic 842) issued in July 2018, which allows, 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. This practical expedient for lessors is limited to circumstances in which the non-lease component or components would be accounted for under the new revenue guidance and both (1) the timing and pattern of transfer are the same for the non-lease component(s) and associated lease component and (2) the lease component, if accounted for separately, would be classified as an operating lease.

The Company also elected the package of practical expedients in ASU No. 2018-11, which permitted the Company to adopt the new leases standard under a transition method whereby it initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Therefore, the Company adopted ASU No. 2016-02 on its effective date without restating comparative periods and utilized the practical expedients available in the amendment as part of its adoption. The package of practical expedients included relief from re-assessing a lease using the standard’s new definition of a lease, relief from re-assessing the classification of a lease and allowing previously capitalized initial direct costs (see above) to continue to be amortized. The adoption of the package of practical expedients, as a lessor, did not require the Company to recognize a cumulative effect adjustment.

For lessees, ASU No. 2016-02 establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. ~~Leases will be classified as either finance or operating. This~~The Company is the lessee of a ground lease. The Company has elected the practical expedient that, for leases that commenced before the effective date, the lessee need not reassess whether the contract is a lease nor reassess lease classification ~~will determine whether~~for existing leases. The lease ~~expense is recognized~~liability for the ground lease was based on the present value of the ground lease’s future lease payments using an ~~effective~~ interest ~~method or~~rate which it considers reasonable and within the range of the Company’s incremental borrowing rate. At January 1, 2019, the Company recorded a lease liability of $23,377 and a ROU asset of $15,963 on its consolidated balance sheet. Rental expense for lease payments related to the operating lease will continue to be recognized on a straight-line basis over the term of the lease. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASU No. 2016-02 supersedes the previous leases standard, ~~Leases~~ ~~(Topic 840).~~ ~~The Company anticipates that it will be required to bifurcate certain~~ lease revenues between lease and non-lease components. Additionally, only incremental direct leasing costs may be capitalized under this new guidance, which is consistent with the Company’s existing policies. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company expects to adopt the guidance on a modified retrospective basis and upon adoption of the Leases guidance, non-lease components of new, extended or modified leases, including common area maintenance reimbursements, will be accounted for under the Revenue from Contracts with Customers guidance as described below. The Company is also the lessee under a ground lease, which it will be required to recognize right of use asset and a related lease liability on its consolidated balance sheets upon adoption. term.

~~In May 2014, the FASB issued ASU No. 2014-09,~~ ~~Revenue from Contracts with Customers~~, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective, although it will not affect the accounting for rental related revenues. The new standard may be applied retrospectively to each prior period presented or prospectively with the cumulative effect, if any, recognized as of the date of adoption. The Company anticipates selecting the modified retrospective transition method with a cumulative effect recognized as of the date of adoption and will adopt the new standard effective January 1, 2018, when effective. While the Company anticipates additional disclosure, it does not expect the adoption of this pronouncement will have a material effect on its consolidated financial statements as it believes the majority of its revenue falls outside of the scope of this guidance; however, it will continue to evaluate this assessment until the guidance becomes effective. Our remaining implementation items include calculating the cumulative effect adjustment, if any, to be recorded upon adoption, drafting revised disclosures in accordance with the new standard and implementing changes to internal control policies and procedures, if any. Common area maintenance reimbursements to be impacted by ASU No. 2014-09 will not be addressed until the Company's adoption of ASU No. 2016-02, considering its revisions to accounting for common area maintenance described above.

Amounts included in restricted cash represent those required to be set aside by lenders for real estate taxes, insurance, capital expenditures and tenant improvements on our existing properties. These amounts also include post close escrows for tenant improvements, leasing commissions, master lease, general repairs and maintenance, and are classified as restricted cash on the Company’s consolidated balance sheets.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the Company’s consolidated balance sheets to such amounts shown in the Company’s consolidated statements of cash flows:

During the year ended December 31, 2018, the Company recorded an impairment charge of $15,405 related to its investment in Mainstreet Texas Development Fund, LLC, a joint venture formed to develop three transitional care/rapid recovery centers (“Mainstreet JV”). As a result, the Company will likely recognize either a capital or net operating loss or a combination thereof, for income tax purposes, from this venture in the future. The Company’s investment in Mainstreet JV is held through a taxable REIT subsidiary. Based on an effective tax rate of 28.51%, which is calculated by combining a 21% Federal tax rate and an IL tax rate of 7.51% (9.5% state rate net of the Federal benefit), the deferred tax benefit related to the impairment is approximately $4,400. Since the taxable REIT subsidiary does not currently conduct any activities outside the investment in Mainstreet JV, management does not believe it is more likely than not that the taxable REIT subsidiary will be able to utilize these losses in future tax periods. As a result, management recorded a full valuation allowance of $4,400 to account for this uncertainty.

The Company ~~was authorized to sell up to 150,000,000 shares of common stock at $10 per share in~~commenced an initial public “best efforts” offering (the “Offering”) ~~which commenced~~ on October 18, 2012, ~~and~~which concluded on October 16, 2015. The Company issued ~~83,835,055~~33,534,022 shares of common stock generating gross proceeds of $834,399 from the Offering. As of ~~September 30, 2017,~~March 31, 2019, there were ~~88,919,975~~35,447,385 shares of common stock outstanding including ~~8,102,860~~4,643,680 shares issued through the ~~distribution reinvestment plan (“DRP”),~~DRP, net of ~~3,019,049~~2,731,757 shares repurchased through the ~~share repurchase program (“SRP”).~~SRP.

On March ~~29, 2017~~5, 2019, the Company’s board of directors determined ~~an estimated per share net asset value (the “Estimated~~the Estimated Per Share ~~NAV”)~~NAV as of ~~the Company’s common stock~~December 31, 2018. The previously Estimated Per Share NAV as of ~~$9.05 as reported in the Company’s Form 8-K filed with the Securities and Exchange Commission on March 30, 2017. The Company’s previously estimated per share net asset value of $9.02~~December 31, 2017 was established on ~~April 7, 2016.~~March 20, 2018.

The Company provides the following programs to facilitate additional investment in the Company’s shares and to provide limited liquidity for stockholders.

~~The~~Through the DRP, the Company provides ~~existing~~ stockholders with the option to purchase additional shares from the Company by automatically reinvesting cash distributions, ~~through the DRP,~~ subject to certain share ownership restrictions. The Company does not pay any selling commissions or a marketing contribution and due diligence expense allowance in connection with the DRP. Pursuant to the DRP, the price per share for shares of common stock purchased under the DRP is equal to the estimated value of a share, as determined by the Company’s board of directors and reported by the Company from time to time, until the shares become listed for trading, if a listing occurs, assuming that the DRP has not been terminated or suspended in connection with such listing. Prior to April 7, 2016 shares were sold through the DRP at a price of $9.50 per share. Subsequently, shares were sold through the DRP at a price of $9.02 until March 30, 2017, when the Company reported a new Estimated Per Share NAV. Accordingly, under the DRP, beginning with reinvestments made on and after March 30, 2017, and until the Company announces a new Estimated Per Share NAV, distributions may be reinvested for shares of the Company’s common stock at a price equal to $9.05 per share.

Distributions reinvested through the DRP were ~~$20,415~~$5,463 and ~~$20,920~~$2,254 for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, respectively.

~~Under~~The Company adopted the SRP effective October 18, 2012, under which the Company is authorized to purchase shares from stockholders who purchased their shares from the Company or received their shares through a non-cash transfer and who have held their shares for at least one year, if requested, if the Company chooses to purchase them. ~~Subject to funds being available, the Company limits the number of shares repurchased during any calendar year to 5% of the number of shares outstanding on December 31~~^st ~~of the previous calendar year. Funding for the SRP comes from proceeds the Company receives from the DRP.~~ In the case of repurchases made upon the death of a stockholder or qualifying disability, as defined in the SRP, ~~neither~~ the one year holding period does not apply. The SRP was amended and restated effective January 1, 2018 to change the processing of repurchase requests from a monthly to a quarterly basis to align with the move to quarterly distributions. On February 11, 2019, the Company’s board of directors adopted a second amended and restated SRP (the “A&R SRP”), effective March 21, 2019. Under the A&R SRP, the Company is authorized to make ordinary repurchases at a price equal to 80.0% of the “share price,” which is defined in the A&R SRP as an amount equal to the lesser of: (A) $25, as adjusted under certain circumstances, including, among other things, if the applicable shares were purchased from the Company at a discounted price; or (B) the most recently disclosed estimated value per share. Prior to the amendment, the Company was authorized to make ordinary repurchases at a price ranging from 92.5% to 100% of the “share price.” The Company may repurchase shares upon a stockholder’s death or qualifying disability at a price equal to 100% of the “share price.”

The A&R SRP provides the Company’s board of directors with the discretion to reduce the funding limit ~~regarding funds available~~for share repurchases. Prior to the amendment, the funding for ordinary repurchases was limited to the proceeds from the DRP ~~nor~~during a particular quarter. The A&R SRP limits the dollar amount for any repurchases made by the Company each calendar quarter to an amount equal to a percentage determined in the sole discretion of the board on a quarterly basis that will not be less than 50% of the net proceeds from the DRP during the applicable quarter. The Company continues to limit the number of shares repurchased during any calendar year to 5% ~~limit applies.~~ of the number of shares outstanding on December 31st of the previous calendar year, as adjusted for any stock splits or other combinations.

If either or both of the repurchase limitations prevent the Company from repurchasing all of the shares offered for repurchase during a calendar quarter, the Company will repurchase shares, on a pro rata basis within each category below, in accordance with the repurchase limitations in the following order: (a) first, all repurchases sought upon a stockholder’s death or qualifying disability and (b) second, all ordinary repurchases. The SRP will immediately terminate if the Company’s shares become listed for trading on a national securities exchange. In addition, the Company’s board of directors, in its sole direction, may, at any time, amend, suspend or terminate the SRP.

Pursuant to the SRP, the Company may repurchase shares at prices ranging from 92.5% of the “share price,” as defined in the SRP, for stockholders who have owned shares for at least one year to 100% of the “share price” for stockholders who have owned shares for at least four years. For repurchases sought upon a stockholder’s death or qualifying disability, the Company may repurchase shares at a price equal to 100% of the “share price.” As used in the SRP, “share price” means the lesser of (1) the offering price of the Company’s shares in the Offering (unless the shares were purchased at a discount from that price, and then that purchase price), reduced by any distributions of net sale proceeds that the Company designates as constituting a return of capital; or (2) the most recently disclosed estimated value per share. Accordingly, under the SRP, beginning with repurchases on and after March 30, 2017, and until we announce a new Estimated Per Share NAV, the “share price” is equal to $9.05 per share.

Repurchases through the SRP were ~~$13,085~~$2,402 and ~~$7,057~~$5,782 for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, respectively. At ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, the Company’s liability related to the SRP was ~~$1,850~~$2,402 and ~~$1,448,~~$5,463, respectively, recorded in other liabilities on the Company’s consolidated balance sheets.

~~During~~The Company is lessor to over 700 retail operating leases. The remaining lease terms for the ~~nine months ended September 30, 2017,~~Company’s leases range from less than one year to 19 years. The Company considers the date on which it makes a leased space available to a lessee as the commencement date of the lease. At commencement, the Company ~~through~~determines the lease classification utilizing the classification tests under ASC 842. Options to extend a lease are included in the lease term when it is reasonably certain that the tenant will exercise its ~~wholly owned subsidiaries, acquired~~option to extend. Termination penalties are included in income when there is a termination agreement, all the ~~properties listed below from unaffiliated third parties.~~conditions of the agreement have been met and amounts due are considered collectible. Such termination fees are recognized on a straight-line basis over the remaining lease term in rental income. If an operating lease is modified and the modification is not accounted for as a separate contract, the Company accounts for the modification as if it were a termination of the existing lease and the creation of a new lease. The ~~acquisitions were financed with proceeds~~Company considers any prepaid or accrued rentals relating to the original lease as part of the lease payments for the modified lease. The Company includes options to modify the original lease term when it is reasonably certain that the tenant will exercise its option to extend.

Most of the revenue from the Company’s ~~credit facility (the “Credit Facility”).~~

~~The above acquisitions were accounted for as asset acquisitions. For~~properties consists of rents received under long-term operating leases. Most leases require the ~~three months ended September 30, 2017,~~tenant to pay fixed base rent paid monthly in advance, and to reimburse the Company ~~incurred $202~~for the tenant’s pro rata share of ~~total acquisition costs~~certain operating expenses including real estate taxes, special assessments, insurance, utilities, common area maintenance, management fees, and fees, $140 of which are capitalized as the acquisition of net investment properties in the accompanying consolidated balance sheets. For the three months ended September 30, 2017, $62 of acquisition and dead deal costs are included in acquisition related costs in the accompanying consolidated statements of operations and comprehensive loss. For the nine months ended September 30, 2017,certain building repairs paid by the Company ~~incurred $2,721 of total acquisition costs~~ and ~~fees, $1,459 of which are capitalized as~~recoverable under the acquisition of net investment properties in the accompanying consolidated balance sheets. An adjustment to the deferred investment property acquisition obligation of $1,084 and $178 of acquisition and dead deal costs are included in acquisition related costs in the accompanying consolidated statements of operations and comprehensive loss. The Company recorded a decrease of $413 and incurred $421 of acquisition, dead deal and transaction related costs, during the three and nine months ended September 30, 2016, respectively, including changes to initial assumptions related to deferred investment property acquisition obligations (See Note 10 – “Commitments and Contingencies”) that were recorded in acquisition related costs in the consolidated statements of operations and comprehensive loss related to both closed and potential transactions. These costs include third party due diligence costs such as appraisals, environmental studies, and legal fees as well as acquisition fees and time and travel expense reimbursements to the Sponsor and its affiliates.

The following table presents certain additional information regarding the Company’s acquisitions during the nine months ended September 30, 2017. The amounts recognized for major assets acquired and liabilities assumed asterms of the ~~acquisition date are as follows:~~

~~The Company analyzes its joint venture agreements to determine whether the joint ventures are variable interest entities and, if so, whether~~lease. Under these leases, the Company pays all expenses and is reimbursed by the ~~primary beneficiary by analyzing whether it has both~~tenant for the ~~power to direct the joint ventures’ significant~~tenant’s pro rata share of recoverable expenses paid.

~~economic activities and the obligation~~Certain other tenants are subject to ~~absorb potentially significant losses or receive potentially significant benefits. Accordingly, the Company has determined~~net leases which provide that the ~~joint venture partners have~~tenant is responsible for fixed base rent as well as all costs and expenses associated with occupancy. Under net leases where all expenses are paid directly by the ~~ability to participate in major decisions, which equates to shared decision making but that~~tenant rather than the ~~Company does not have a controlling financial interest. Therefore, these joint ventures~~landlord, such expenses are not consolidated by the Company and the equity method of accounting is used to account for these investments. Under the equity method of accounting, the net equity investment of the Company and the Company's share of net income or loss from the unconsolidated entity are reflectedincluded in ~~the consolidated balance sheets and~~ the consolidated statements of operations and comprehensive loss. Under leases where all expenses are paid by the Company, subject to reimbursement by the tenant, the expenses are included within property operating expenses. As of January 1, 2019, the date on which the Company adopted the new leasing standard, reimbursements for common area maintenance are considered non-lease components that are permitted to be combined with rental income. The ~~following table summarizes~~combined lease component and reimbursements for insurance and taxes are reported as rental income on the ~~Company’s joint ventures:~~consolidated statement of operations and comprehensive loss.

Rental income related to the Company's operating leases is comprised of the following:

The future base rent payments to be received under operating leases including ground leases as of March 31, 2019 for the years indicated, assuming no expiring leases are renewed, are as follows:

The Company is the lessee of one ground lease. The ground lease, which commenced on July 1, 2007, was assumed as part of a property purchase in October 2015 and extends through June 30, 2037 with six 5-year renewal options which the Company assumes will be exercised. At commencement of the lease, the Company considered the lease terms and lease classification. As reassessment is not required under practical expedients accorded in ASC 842, the Company will continue to account for the ground lease as an operating lease with an established lease term and payment schedule. At January 1, 2019, the Company recorded a lease liability of $23,377 and a ROU asset of $15,963 on its consolidated balance sheet. The lease liability was based on the present value of the ground lease’s future lease payments using an interest rate of 6.32% which the Company considers reasonable and within the range of the Company’s incremental borrowing rate.

Lease payments for the ground lease as of March 31, 2019 for each of the five succeeding years and thereafter is as follows:

The following table summarizes the Company’s identified intangible assets and liabilities as of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016:~~2018:

	September 30, 2017			December 31, 2016			March 31, 2019			December 31, 2018
Intangible assets:
Acquired in place lease value	$	166,419		$	159,679
Acquired in-place lease value							$	165,182		$	165,182
Acquired above market lease value		45,824			37,179			45,824			45,824
Accumulated amortization		(66,563	)		(46,750	)		(101,394	)		(95,649	)
Acquired lease intangibles, net	$	145,680		$	150,108		$	109,612		$	115,357
Intangible liabilities:
Acquired below market lease value	$	71,551		$	66,962		$	71,551		$	71,551
Above market ground lease		5,169			5,169
Acquired above market ground lease								—			5,169
Accumulated amortization		(13,030	)		(8,657	)		(20,066	)		(19,258	)
Acquired intangible liabilities, net	$	63,690		$	63,474
Acquired below market lease intangibles, net							$	51,485		$	57,462

As of ~~September 30, 2017,~~March 31, 2019, the weighted average amortization periods for acquired ~~in place~~in-place lease, above market lease intangibles and below market lease intangibles ~~and above market ground leases~~ are 10, 14, 19 and 5519 years, respectively.

The portion of the purchase price allocated to acquired above market lease value and acquired below market lease value is amortized on a straight-line basis over the term of the related lease as an adjustment to rental income. For below market lease values, the amortization period includes any renewal periods with fixed rate renewals. ~~The~~Prior to January 1, 2019, the acquired above market ground lease iswas amortized on a straight-line basis as an adjustment to property operating expense over the term of the lease and ~~includes~~included renewal periods. At date of the adoption of ASC 842 on January 1, 2019, the remaining balance of the intangible related to the above market ground lease was derecognized as a cumulative-effect adjustment to establish the operating lease ROU asset. The portion of the purchase price allocated to acquired ~~in place~~in-place lease value is amortized on a straight-line basis over the acquired leases’ weighted average remaining term.

~~As of September 30, 2017, no amount has been allocated~~Amortization pertaining to ~~customer relationship value.~~acquired in-place lease value, above market ground lease, above market lease value and below market lease value is summarized below:

~~Amortization pertaining to acquired in place lease value, above market ground lease, above market lease value and below market lease value is summarized below:~~

Estimated amortization of the respective intangible lease assets and liabilities as of ~~September 30, 2017~~March 31, 2019 for each of the five succeeding years and thereafter is as follows:

	Acquired In-Place Leases		Above Market Leases		Below Market Leases			Above Market Ground Lease			Acquired In-Place Leases		Above Market Leases		Below Market Leases
2017 (remainder of year)	$	5,028	$	1,075	$	(1,159	)	$	(23	)
2018		19,024		3,794		(4,489	)		(94	)
2019		17,050		3,430		(4,344	)		(94	)
2019 (remainder of year)											$	12,420	$	2,526	$	3,208
2020		14,098		3,091		(4,123	)		(94	)		13,801		3,057		4,070
2021		11,559		3,021		(3,935	)		(94	)		11,354		2,988		3,889
2022												8,714		2,684		3,630
2023												7,458		2,489		3,347
Thereafter		43,487		21,023		(40,658	)		(4,583	)		26,301		15,820		33,341
Total	$	110,246	$	35,434	$	(58,708	)	$	(4,982	)	$	80,048	$	29,564	$	51,485

As of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, the Company had the following mortgages and credit facility payable:

	September 30, 2017						December 31, 2016						March 31, 2019						December 31, 2018
Type of Debt	Principal Amount			Weighted Average Interest Rate			Principal Amount			Weighted Average Interest Rate			Principal Amount			Weighted Average Interest Rate			Principal Amount			Weighted Average Interest Rate

Fixed rate mortgages payable	$	178,181			4.31	%	$	178,345			4.31	%	$	171,592			4.25	%	$	171,646			4.25	%
Variable rate mortgages payable with swap agreements		383,517			3.49	%		354,488			3.42	%		252,244			3.33	%		252,244			3.33	%
Variable rate mortgages payable		54,153			3.03	%		44,003			2.50	%		684			4.09	%		684			3.95	%
Mortgages payable	$	615,851			3.69	%	$	576,836			3.62	%	$	424,520			3.71	%	$	424,574			3.71	%
Credit facility payable		67,300			2.94	%		31,000			2.26	%		284,523			4.22	%		284,523			4.22	%
Total debt before unamortized mortgage premiums and debt issuance costs including impact of interest rate swaps	$	683,151			3.61	%	$	607,836			3.55	%	$	709,043			3.91	%	$	709,097			3.91	%
Add: Unamortized mortgage premiums		2,481						3,080						1,525						1,683
Less: Unamortized debt issuance costs		(4,468	)					(4,891	)					(4,588	)					(4,896	)
Total debt	$	681,164					$	606,025					$	705,980					$	705,884

The Company estimates the fair value of its total debt by discounting the future cash flows of each instrument at rates currently offered for similar debt instruments of comparable maturities by the Company’s lenders using Level 3 inputs. The carrying value of the Company’s debt excluding mortgage premium and unamortized debt issuance costs was ~~$683,151~~$709,043 and ~~$607,836~~$709,097 as of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, respectively, and its estimated fair value was ~~$672,788~~$711,066 and ~~$595,404~~$709,737 as of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, respectively.

As of ~~September 30, 2017,~~March 31, 2019, scheduled principal payments and maturities on the Company’s debt were as follows:

	September 30, 2017								March 31, 2019
Scheduled Principal Payments and Maturities by Year:	Scheduled Principal Payments		Maturities of Mortgage Loans		Maturity of Credit Facility		Total		Scheduled Principal Payments		Maturities of Mortgage Loans		Maturity of Credit Facility		Total
2017 (remainder of the year)	$	75	$	6,271	$	—	$	6,346
2018		205		15,260		—		15,465
2019		215		152,450		67,300		219,965
2019 (remainder of the year)									$	178	$	7,447	$	—	$	7,625
2020		897		—		—		897		897		—		—		897
2021		1,531		82,740		—		84,271		1,531		82,740		—		84,271
2022										615		101,537		134,523		236,675
2023										326		91,230		150,000		241,556
Thereafter		1,577		354,630		—		356,207		636		137,383		—		138,019
Total	$	4,500	$	611,351	$	67,300	$	683,151	$	4,183	$	420,337	$	284,523	$	709,043

The Company’s credit facility (the “Credit Facility”) consisting of a $200,000 revolving credit facility (the “Revolving Credit ~~Facility in the amount of $110,000~~Facility”) and a $150,000 term loan (the “Term Loan”) has an accordion feature that allows for an increase in available borrowings up to ~~$400,000,~~$700,000, subject to certain conditions. ~~The Credit Facility matures on September 30,~~

At March 31, 2019, ~~and~~ the Company has a ~~one~~ ~~year extension option which it may exercise as long as certain conditions are met.~~

$134,523 outstanding under the Revolving Credit Facility and $150,000 outstanding under the Term Loan. At ~~September 30, 2017,~~March 31, 2019 the interest rate on the Revolving Credit Facility and the Term Loan was ~~2.94%.~~4.14% and 4.29%, respectively. The Revolving Credit Facility matures on August 1, 2022, and the Company has the option to extend the maturity date for one additional year subject to the payment of an extension fee and certain other conditions. The Term Loan matures on August 1, 2023. As of ~~September 30, 2017,~~March 31, 2019 the Company had ~~$42,700~~$65,477 available for borrowing under the Revolving Credit Facility.

The Company’s performance of the obligations under the Credit Facility, including the payment of any outstanding indebtedness under the Credit Facility, is guaranteed by certain subsidiaries of the Company, including each of the subsidiaries of the Company which owns or leases any of the properties included in the pool of unencumbered properties comprising the borrowing base. Additional properties will be added to and removed from the pool from time to time to support amounts borrowed under the Credit Facility. At March 31, 2019, there were 28 properties included in the pool of unencumbered properties.

The Credit Facility requires compliance with certain covenants, ~~as amended,~~ including a minimum tangible net worth requirement, a distribution limitation, restrictions on indebtedness and investment restrictions, as defined. It also contains customary default provisions including the failure to comply with the Company's covenants and the failure to pay when amounts outstanding under the Credit Facility become due. The Company is in compliance with all financial covenants related to the Credit Facility.

The mortgage loans require compliance with certain covenants, such as debt service ratios, investment restrictions and distribution limitations. As of ~~September 30, 2017,~~March 31, 2019, the Company was current on all of the payments and in compliance with all financial covenants. All of the Company’s mortgage loans are secured by first mortgages on the respective real estate assets. As of ~~September 30, 2017,~~March 31, 2019, the weighted average years to maturity for the Company’s mortgages payable was ~~approximately 4.7~~4.3 years.

The Company entered into interest rate swaps to fix certain of its floating LIBOR based debt under variable rate loans to a fixed rate to manage its risk exposure to interest rate fluctuations. The Company will generally match the maturity of the underlying variable rate debt with the maturity date on the interest swap. See Note 14 - "Fair Value Measurements" for further information.

The following table summarizes the Company’s interest rate swap contracts outstanding as of ~~September 30, 2017.~~March 31, 2019.

Date Entered	Effective Date	Maturity Date	Pay Fixed Rate (a)			Notional Amount		Fair Value at September 30, 2017			Effective Date	Maturity Date	Pay Fixed Rate (a)			Notional Amount		Fair Value at March 31, 2019
Assets
February 11, 2015											March 2, 2015	March 1, 2022		2.02	%		6,114		26
April 7, 2015	April 7, 2015	April 7, 2022		1.74	%	$	49,400	$	235		April 7, 2015	April 7, 2022		1.74	%		49,400		608
July 8, 2015	August 1, 2015	May 22, 2019		1.43	%		1,426		3
September 17, 2015											September 17, 2015	September 17, 2022		1.90	%		13,700		118
October 2, 2015	November 1, 2015	November 1, 2022		1.79	%		13,100		66		November 1, 2015	November 1, 2022		1.79	%		13,100		163
January 25, 2016	February 1, 2016	February 1, 2021		1.40	%		38,000		446		February 1, 2016	February 1, 2021		1.40	%		38,000		586
June 7, 2016	July 1, 2016	July 1, 2023		1.42	%		43,680		1,238		July 1, 2016	July 1, 2023		1.42	%		43,680		1,285
July 21, 2016	August 1, 2016	August 1, 2023		1.30	%		47,550		1,716		August 1, 2016	August 1, 2023		1.30	%		47,550		1,676
August 29, 2016	October 21, 2016	December 15, 2019		1.07	%		10,837		137
June 5, 2017											May 31, 2017	May 15, 2022		1.90	%		14,700		115
																$	226,244	$	4,577
						$	203,993	$	3,841
Liabilities
June 27, 2014	July 1, 2014	July 1, 2019		1.85	%	$	24,352	$	(109	)
July 31, 2014	July 31, 2014	July 31, 2019		1.94	%		9,561		(59	)
September 17, 2015	September 17, 2015	September 17, 2022		1.90	%		13,700		(7	)
March 28, 2014	March 1, 2015	March 28, 2019		2.22	%		5,525		(54	)
February 11, 2015	March 2, 2015	March 1, 2022		2.02	%		6,114		(45	)
May 23, 2014	May 1, 2015	May 22, 2019		2.00	%		8,484		(59	)
May 8, 2014	May 5, 2015	May 5, 2019		2.10	%		14,200		(119	)
June 6, 2014	June 1, 2015	May 8, 2019		2.15	%		11,684		(108	)
June 26, 2014	July 5, 2015	July 5, 2019		2.11	%		20,725		(188	)
April 27, 2017	April 26, 2017	April 26, 2022		1.91	%		24,479		(38	)
June 5, 2017	May 31, 2017	May 15, 2022		1.90	%		14,700		(27	)
December 23, 2015	December 23, 2015	January 2, 2026		2.30	%		26,000		(394	)	December 23, 2015	January 2, 2026		2.30	%		26,000		(175	)
August 23, 2018											September 4, 2018	August 1, 2023		2.73	%		60,000		(1,423	)
August 23, 2018											September 4, 2018	August 1, 2023		2.74	%		25,000		(593	)
August 23, 2018											September 4, 2018	August 1, 2023		2.74	%		25,000		(598	)
August 23, 2018											September 4, 2018	August 1, 2023		2.73	%		40,000		(949	)
						$	179,524	$	(1,207	)						$	176,000	$	(3,738	)

(a) Receive floating rate index based upon 1 month LIBOR. At ~~September 30, 2017,~~March 31, 2019, the 1 month LIBOR was ~~1.23%~~2.49%.

~~The table below presents~~On January 1, 2019, the ~~fair value of~~Company adopted ASU No. 2017-12, Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities which eliminated the ~~Company’s cash flow hedges as well as their classification on the consolidated balance sheets as of September 30, 2017~~requirement to separately measure and ~~December 31, 2016, respectively.~~

report hedge ineffectiveness. For derivative instruments that are designated and qualify as a cash flow hedge, the ~~effective portion of the unrealized gain or loss on the derivative is reported as a component of comprehensive (loss) income. The ineffective portion of the~~entire change in fair value ~~if any, is recognized directly~~of the hedging instrument included in ~~earnings.~~the assessment of hedge effectiveness should be recorded in other comprehensive income (OCI). When the amounts recorded in OCI are reclassified to earnings, they should be presented in the same income statement line item as the effect of the hedged item. The table below presents the effect of the Company’s derivative financial instruments on the consolidated statements of operations and comprehensive ~~loss~~(loss) income for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2019 and ~~2016.~~2018.

	Three Months Ended September 30,					Nine Months Ended September 30,						Three Months Ended March 31,
Derivatives in Cash Flow Hedging Relationships	2017			2016		2017			2016			2019			2018
Effective portion of derivatives	$	(268	)	$	519	$	(1,721	)	$	(10,384	)	$	(4,200	)	$	4,826
Reclassification adjustment for amounts included in net gain or loss (effective portion)	$	507		$	1,077	$	2,002		$	3,039		$	(454	)	$	133
Ineffective portion of derivatives	$	(1	)	$	38	$	12		$	215		$	—		$	(7	)

The total amount of interest expense presented on the consolidated statements of comprehensive (loss) income was $7,153 and $6,467, for the three months ended March 31, 2019 and 2018, respectively. The location of the net gain or loss reclassified into income from accumulated other comprehensive income is reported in interest expense on the consolidated statements of comprehensive (loss) income. The amount that is expected to be reclassified from accumulated other comprehensive income into income in the next twelve months is $(1,371).

~~The amount that is expected to be reclassified from accumulated other comprehensive income into income in the next twelve months is approximately $1,053.~~NOTE 7 – DISTRIBUTIONS

~~The Company currently pays~~On March 19, 2019, the Company’s board of directors declared cash distributions payable to stockholders of record as of the close of business on March 31, 2019 in an amount equal to $0.3018 per share, which represents an annualized rate of 6% based on ~~daily record dates,~~the Estimated Per Share NAV as of December 31, 2018, payable in arrears the following ~~month, equal to a daily~~quarter. In 2018, the Company paid quarterly distributions in the amount of ~~$0.001643836~~$0.335 per share, ~~which equates to $0.60 per share per year, based upon a 365-day year.~~ payable in arrears the following quarter.

The table below presents the distributions paid and declared during the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2019 and ~~2016.~~2018.

	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
	2017		2016		2017		2016		2019		2018
Distributions paid	$	13,482	$	13,207	$	39,989	$	39,235	$	11,924	$	4,537
Distributions declared	$	13,484	$	13,227	$	39,896	$	39,156	$	10,741	$	11,927

Basic earnings (loss) per share (“EPS”) ~~are~~is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period (the “common shares”). Diluted EPS is computed by dividing net income (loss) by the common shares plus common share equivalents. The Company excludes antidilutive restricted shares and units from the calculation of weighted-average shares for diluted EPS. As a result of a net loss in the three ~~and nine~~ months ended ~~September 30, 2017, 2,087~~March 31, 2019 and 2018, 2,573 shares and ~~2,751~~1,743 shares, respectively, were excluded from the computation of diluted EPS, because they would have been antidilutive. As the Company also had a net loss in the three and nine months ended September 30, 2016, 565 shares and 2,669 shares, respectively, were excluded from the computation of diluted EPS, because they would have been antidilutive.

The acquisition of certain of the Company’s properties included an earnout component to the purchase price that was recorded as a deferred investment property acquisition obligation (“Earnout liability”). The maximum potential earnout payment was $7,536 at September 30, 2017.

~~The table below presents the change in the Company’s Earnout liability for the nine months ended September 30, 2017 and 2016.~~

The Company may be subject, from time to time, to various legal proceedings and claims that arise in the ordinary course of business. While the resolution of these matters cannot be predicted with certainty, management believes, based on currently available information, that the final outcome of such matters will not have a material adverse effect on the consolidated financial statements of the Company.

In conjunction with its equity investment in the Mainstreet JV, the Company also agreed to provide subsidiaries of the Mainstreet JV mezzanine loans, in the aggregate amount of approximately $5,400. The loan term is for 48 months. The Company will earn interest at a rate of 14.5% per annum and will receive monthly interest payments based on a 10% pay rate. The remaining unpaid interest will be due at maturity or upon certain defined events. The loan is guaranteed by one of the other members of the joint venture. The borrowers may draw on the mezzanine loans from time to time in connection with the construction of the rapid recovery healthcare facilities and are not expected to draw on the mezzanine loans until such time as the Company has fully funded its equity commitment to the Mainstreet JV. At September 30, 2017, the Company has not loaned any funds related to the mezzanine loans.

Under the Company’s Employee and Director Restricted Share Plan (“RSP”), restricted shares and restricted share units generally vest over a one to three year vesting period from the date of the grant, subject to the specific terms of the grant. In accordance with the RSP, restricted shares and restricted share units were issued to non-employee directors as compensation. Each restricted share and restricted share unit ~~entitle~~entitles the holder to receive one common share when it vests. Restricted shares and restricted share units are included in common stock outstanding on the date of vesting. The grant-date value of the restricted shares and restricted share units is amortized over the vesting period representing the requisite service period. Compensation expense associated with the restricted shares and restricted share units issued to the non-employee directors was $9$13 and ~~$22,~~$11, in the aggregate, for the three ~~and nine~~ months ended ~~September 30, 2017, respectively. Compensation expense associated with the restricted shares~~March 31, 2019 and ~~restricted share units issued to non-employee directors was $6 and $8, in the aggregate, for the three and nine months ended September 30, 2016,~~2018, respectively. As of ~~September 30, 2017,~~March 31, 2019, the Company had ~~$44~~$36 of unrecognized compensation ~~cost~~expense related to the unvested restricted shares and restricted share units, in the aggregate. The weighted average remaining period that compensation expense related to unvested restricted shares and restricted share units will be recognized is ~~1.6~~1.4 years.

A summary table of the status of the restricted shares and restricted share units is presented below:

The Company has one reportable segment as defined by U.S. GAAP, retail real estate, for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016.~~2018.

The Captive is owned by the Company, IRC Retail Centers LLC, InvenTrust Properties Corp. and Retail Properties of America, Inc. The Company recorded its investment in investment in unconsolidated entities in the accompanying consolidated balance sheets. The Company’s share of net income from its investment is based on the ratio of each member’s premium contribution to the venture. For the nine months ended September 30, 2017, the Company received its original capital investment of $100 and earnings of $20 from the Captive. The Captive was in the final stages of winding up its affairs and terminated its operations in the fourth quarter of 2017 after all regulatory reports were filed. However, there can be no assurance the Company will not be liable for any additional proportional costs associated with the termination of the Captive which have not been previously identified.

The Company owns 1,000 shares of common stock in The Inland Real Estate Group of Companies, Inc. with a recorded value of $1 at September 30, 2017 and December 31, 2016. This amount is included in other assets in the accompanying consolidated balance sheets.

The following table summarizes the Company’s related party transactions for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2019 and ~~2016.~~2018. Certain compensation and fees payable to the Business Manager for services provided to the Company are limited to maximum amounts.

		Three Months Ended September 30,				Nine Months Ended September 30,				Unpaid amounts as of					Three Months Ended March 31,				Unpaid amounts as of
		2017		2016		2017		2016		September 30, 2017		December 31, 2016			2019		2018		March 31, 2019		December 31, 2018
General and administrative reimbursements	(a)	$	345	$	633	$	1,319	$	1,406	$	553	$	274	(a)	$	338	$	381	$	230	$	216

Acquisition related costs		$	54	$	49	$	273	$	251	$	8	$	88
Acquisition fees			180		—		1,216		1,327		179		—	(b)	$	—		9		—		—
Total acquisition costs and fees	(b)	$	234	$	49	$	1,489	$	1,578	$	187	$	88

Real estate management fees		$	1,178	$	1,179	$	3,638	$	3,355	$	—	$	—		$	1,086	$	1,285	$	—	$	—
Property operating expenses																284		284		—		—
Construction management fees			45		46		98		78		62		53			49		22		54		6
Leasing fees			51		65		143		144		101		89			89		85		98		37
Total real estate management related costs	(c)	$	1,274	$	1,290	$	3,879	$	3,577	$	163	$	142	(c)	$	1,508	$	1,676	$	152	$	43

Business management fees	(d)	$	2,311	$	2,190	$	6,871	$	6,421	$	2,311	$	2,159	(d)	$	2,333	$	2,328	$	2,333	$	2,345

~~Minimum lease payments~~The Company defines fair value based on the price that it believes would be received upon sale of an asset or the exit price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value. The fair value hierarchy consists of three broad levels, which are described below:

The Company has estimated the fair value of its financial and non-financial instruments using available market information and valuation methodologies the Company believes to be ~~received under operating leases, including ground leases,~~appropriate for these purposes.

For assets and liabilities measured at fair value on a recurring basis, the table below presents the fair value of the Company’s cash flow hedges as well as their classification on the consolidated balance sheets as of ~~September 30, 2017 for the years indicated, assuming no expiring leases are renewed, are as follows:~~

The ~~remaining lease terms range from less than 1 year~~fair value of derivative instruments was estimated based on data observed in the forward yield curve which is widely observed in the marketplace. The Company also incorporates credit valuation adjustments to ~~20 years. Most~~appropriately reflect both its own nonperformance risk and the counterparty's nonperformance risk in the fair value measurements which utilize Level 3 inputs, such as estimates of current credit spreads. The Company has determined that the credit valuation adjustments are not significant to the overall valuation of its derivative interest rate swap agreements and therefore has classified these in Level 2 of the ~~revenue from the Company’s properties consists of rents received under long-term operating leases. Most leases require the tenant to pay fixed base rent paid monthly~~hierarchy.

(Unaudited, dollar amounts in ~~advance, and to reimburse the Company for the tenant’s pro rata~~thousands, except per share of certain operating expenses including real estate taxes, special assessments, insurance, utilities, common area maintenance, management fees, and certain building repairs paid by the Company and recoverable under the terms of the lease. Under these leases, the Company pays all expenses and is reimbursed by the tenant for the tenant’s pro rata share of recoverable expenses paid.amounts)

Certain other tenants are subject to net leases which provide that the tenant is responsible for fixed base rent as well as all costs and expenses associated with occupancy. Under net leases where all costs and expenses are paid directly by the tenant rather than the landlord, the costs and expenses are not included in the consolidated statements of operations and comprehensive loss. Under leases where all costs and expenses are paid by the Company, subject to reimbursement by the tenant, the costs and expenses are included within property operating expenses and reimbursements are included in tenant recovery income on the consolidated statements of operations and comprehensive loss.

The ~~Company’s board~~Company paid distributions of ~~directors declared monthly distributions payable to stockholders of record each day beginning on the close of business on October 1, 2017~~$10,741 and issued 240,331 shares through the ~~close of business~~DRP on December 31, 2017. Through that date, distributions were declared in a daily amount equal to $0.001643836 per share, which equates to $0.60 per share per year, based upon a 365-day year. Distributions were paid monthly in arrears as follows:

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

Certain statements in this Quarterly Report on Form 10-Q constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Words such as “may,” “could,” “should,” “expect,” “intend,” “plan,” “goal,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “variables,” “potential,” “continue,” “expand,” “maintain,” “create,” “strategies,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions, are intended to identify forward-looking statements.

These forward-looking statements are not historical facts but reflect the intent, belief or current expectations of the management of Inland Real Estate Income Trust, Inc. (which we refer to herein as the “Company,” “we,” “our” or “us”) based on their knowledge and understanding of the business and industry, the economy and other future conditions. These statements are not guarantees of future performance, and we caution stockholders not to place undue reliance on forward-looking statements. Actual results may differ materially from those expressed or forecasted in the forward-looking statements due to a variety of risks, uncertainties and other factors, including but not limited to the factors listed and described under “Risk Factors” in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2018, as filed with the Securities and Exchange Commission on March ~~15, 2017,~~20, 2019, and factors described below:

Forward-looking statements in this Quarterly Report on Form 10-Q reflect our management’s view only as of the date of this Quarterly Report, and may ultimately prove to be incorrect or false. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results except as required by applicable law. We intend for these forward-looking statements to be covered by the applicable safe harbor provisions created by Section 27A of the Securities Act and Section 21E of the Exchange Act.

The following discussion and analysis relates to the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018 and as of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016.~~2018. You should read the following discussion and analysis along with our consolidated financial statements and the related notes included in this report.

We are principally engaged in owning retail properties throughout the United States. At September 30, 2017, we had total assets of approximately $1.4 billion and owned 59 properties located in 24 states containing approximately 6.9 million square feet. A majority of our properties are multi-tenant, necessity-based retail shopping centers primarily located in major regional markets and growing secondary markets throughout the United States. The portfolio properties have staggered lease maturity dates and anchor tenants generally with strong credit ratings.

We were formed as a Maryland corporation on August 24, 2011 and elected to be taxed as a real estate investment trust for U.S. federal income tax purposes (“REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with the year ended December 31, 2013. We have no employees. We are managed by our business manager, IREIT Business Manager & Advisor, Inc., referred to herein as our “Business Manager.”

We concluded our “best efforts” offering (the “Offering”) in October 2015. Using available resources, including the DRP and additional financing proceeds, our team is committed to identifying acquisition opportunities that meet our investment strategy and that offer growth potential for our stockholders. We have primarily focused on acquiring retail ~~properties.~~properties and intend to target a portfolio of 100% grocery-anchored properties as described below. We have invested in joint ventures and may continue to invest in additional joint ventures or acquire other real estate assets ~~such as office and medical office buildings, multi-family properties and industrial/distribution and warehouse facilities~~ if management believes the expected returns from those investments exceed that of retail properties. We also may invest in real estate-related equity securities of both publicly traded and private real estate companies, as well as commercial mortgage-backed securities.

At March 31, 2019, we had total assets of $1.3 billion and owned 59 properties located in 24 states containing 6.9 million square feet. A majority of our properties are multi-tenant, necessity-based retail shopping centers primarily located in major regional markets and growing secondary markets throughout the United States. As of March 31, 2019, approximately 80% of our annualized base rental income is generated from grocery anchored or grocery shadow anchored shopping centers. The portfolio properties have staggered lease maturity dates and anchor tenants generally with strong credit ratings.

We commenced our “best efforts” offering (the “Offering”) on October 18, 2012, which concluded on October 16, 2015. We sold 33,534,022 shares of common stock generating gross proceeds of $834.4 million from the Offering. On March 5, 2019, our board of directors determined an estimated per share net asset value of our common stock of $20.12.

On January 16, 2018, we effected a 1-for-2.5 reverse stock split whereby every 2.5 shares of our issued and outstanding common stock were converted into one share of our common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, the number of our outstanding shares was reduced from 88,746,109 to 35,498,444. In accordance with U.S. GAAP, all share information presented has been retroactively adjusted to reflect the Reverse Stock Split.

~~Recent Acquisition~~ ~~- We acquired one investment property~~On February 11, 2019, our board of directors approved a strategic plan with the goal of providing a liquidity event in ~~July, 2017 for approximately $3.7 million. Coastal North Town Center – Phase II is~~the next 24 to 36 months, or sooner, market conditions permitting, most likely through a ~~6,588 square foot retail property located in Myrtle Beach, South Carolina. We financed~~listing on a public securities exchange. The strategic plan centers around owning a portfolio of 100% grocery-anchored properties with lower exposure to big box retailers. As part of this strategy, our management team and our board of directors will consider the opportunistic sale of certain assets with the goal of redeploying capital into the acquisition ~~with proceeds from our credit facility (the “Credit Facility”).~~

~~Mainstreet JV~~ -of strategically located grocery-anchored centers, as well as the redevelopment of select centers within the current portfolio. In August 2017, we entered into, through a wholly owned taxable REIT subsidiary, a joint venture agreement with a third party developer and its affiliates to develop three transitional care/rapid recovery centers in Texas which will be licensed skilled nursing facilities. Our aggregate equity commitment is approximately $8.5 million, excluding costs and legal fees incurred in connection with this investment. As of September 30, 2017, we have funded approximately $5.6 million of this commitment with cash on hand.

In conjunction with this equity investment, we also agreed to provide subsidiaries of the joint venture mezzanine loans, in the aggregate amount of approximately $5.4 million. The loan term is for 48 months. We will earn interest at a rate of 14.5% per annum and will receive monthly interest payments based on a 10% pay rate. The remaining unpaid interest will be due at maturity or upon certain defined events. The loan is guaranteed by one of the other members of the joint venture. The borrowers may draw on the mezzanine loans from time to time in connection with the ~~construction of the rapid recovery centers and are not expected to draw on the mezzanine loans until such time as we have fully funded~~strategic plan, our ~~equity commitment~~board approved amendments to the ~~joint venture. At September 30, 2017,~~SRP as further described below under Part II, Item 2 “–Share Repurchase Program,” and the business management agreement with the Business Manager was amended and restated on February 11, 2019 to, among other things, eliminate all future acquisition and disposition fees. There can be no assurance that the strategic plan will not evolve or change over time or that we ~~have not loaned any funds related~~will be able to successfully implement the ~~mezzanine loans.~~

~~Leasing Activity~~ - During the nine months ended September 30, 2017, we signed 33 new leases totaling 106,534 square feet with a weighted average base rent per square foot of $15.13, weighted average tenant improvements per square foot of $14.70 and a weighted average lease term of 7.5 years. We also achieved a retention rate of 82%. We renewed 54 leases totaling 367,158 square feet with a weighted average base rent per square foot of $16.09, $0.79 in tenant improvement costs per square foot and a weighted average lease term of 5.3 years.

SELECT PROPERTY INFORMATION (All dollar amounts in thousands, except per square foot amounts)

	As of September 30, 2017			As of March 31, 2019
Number of properties	59			59
Purchase price	$	1,412,841		$	1,414,253
Total square footage		6,860,923			6,870,124
Weighted average physical occupancy		93.9	%		94.0	%
Weighted average economic occupancy		94.9	%		94.4	%
Weighted average remaining lease term (years)		6.5			5.8

The table below presents information for each of our investment properties as of ~~September 30, 2017.~~March 31, 2019.

Property	Location	Square Footage		Physical Occupancy			Economic Occupancy			Mortgage Balance		Interest Rate (b)			Location	Square Footage		Physical Occupancy			Economic Occupancy			Mortgage Balance		Interest Rate (b)
Dollar General (12 properties)	Various		111,890		100.0	%		100.0	%	$	7,447		4.33	%	Various		111,890		100.0	%		100.0	%	$	7,447		4.33	%
Newington Fair (a)	Newington, CT		186,205		100.0	%		100.0	%		—		—		Newington, CT		186,205		100.0	%		100.0	%		—		—
Wedgewood Commons(a)	Olive Branch, MS		159,258		98.1	%		98.1	%		15,260		3.14	%	Olive Branch, MS		159,258		98.1	%		98.1	%		—		—
Park Avenue(a)	Little Rock, AR		79,131		66.7	%		100.0	%		14,062		3.75	%	Little Rock, AR		79,131		59.7	%		82.8	%		—		—
North Hills Square(a)	Coral Springs, FL		63,829		98.1	%		98.1	%		5,525		4.02	%	Coral Springs, FL		63,829		100.0	%		100.0	%		—		—
Mansfield Shopping Center(a)	Mansfield, TX		148,529		69.4	%		69.4	%		14,200		3.90	%	Mansfield, TX		148,529		69.1	%		69.2	%		—		—
Lakeside Crossing(a)	Lynchburg, VA		67,034		97.0	%		97.0	%		9,910		3.87	%	Lynchburg, VA		67,034		100.0	%		100.0	%		—		—
MidTowne Shopping Center(a)	Little Rock, AR		126,288		88.6	%		88.6	%		20,725		4.06	%	Little Rock, AR		126,288		88.6	%		88.6	%		—		—
Dogwood Festival(a)	Flowood, MS		187,610		89.4	%		89.4	%		24,352		3.60	%	Flowood, MS		187,610		92.0	%		92.0	%		—		—
Pick N Save Center(a)	West Bend, WI		86,900		92.8	%		92.8	%		9,561		3.54	%	West Bend, WI		94,000		91.9	%		91.9	%		—		—
Harris Plaza (a)	Layton, UT		123,890		81.6	%		81.6	%		—		—		Layton, UT		125,965		84.7	%		84.7	%		—		—
Dixie Valley	Louisville, KY		119,981		92.4	%		92.4	%		6,798		3.54	%	Louisville, KY		119,981		90.3	%		91.8	%		6,798		3.67	%
The Landings at Ocean Isle (a)	Ocean Isle, NC		53,203		92.2	%		92.2	%		—		—		Ocean Isle, NC		53,203		94.6	%		94.6	%		—		—
Shoppes at Prairie Ridge(a)	Pleasant Prairie, WI		232,606		96.8	%		96.8	%		15,591		2.99	%	Pleasant Prairie, WI		232,606		94.3	%		94.3	%		—		—
Harvest Square	Harvest, AL		70,590		91.2	%		91.2	%		6,732		4.65	%	Harvest, AL		70,590		94.1	%		94.1	%		6,570		4.65	%
Heritage Square	Conyers, GA		22,385		93.4	%		93.4	%		4,460		5.10	%	Conyers, GA		22,385		100.0	%		100.0	%		4,460		5.10	%
The Shoppes at Branson Hills(a)	Branson, MO		256,329		91.8	%		91.8	%		26,520		3.69	%	Branson, MO		256,329		83.1	%		83.1	%		—		—
Branson Hills Plaza(a)	Branson, MO		210,201		100.0	%		100.0	%		—		—		Branson, MO		210,201		100.0	%		100.0	%		—		—
Copps Grocery Store (a)	Stevens Point, WI		69,911		100.0	%		100.0	%		—		—		Stevens Point, WI		69,911		100.0	%		100.0	%		—		—
Fox Point Plaza(a)	Neenah, WI		171,121		98.1	%		98.1	%		10,836		2.92	%	Neenah, WI		171,121		94.9	%		94.9	%		—		—
Shoppes at Lake Park (a)	W. Valley City, UT		52,997		100.0	%		100.0	%		—		—		W. Valley City, UT		52,997		93.2	%		93.2	%		—		—
Plaza at Prairie Ridge (a)	Pleasant Prairie,WI		9,035		100.0	%		100.0	%		—		—		Pleasant Prairie,WI		9,035		100.0	%		100.0	%		—		—
Green Tree Shopping Center	Katy, TX		147,621		97.5	%		97.5	%		13,100		3.24	%	Katy, TX		147,621		96.4	%		96.4	%		13,100		3.24	%
Eastside Junction	Athens, AL		79,700		85.7	%		85.7	%		6,247		4.60	%	Athens, AL		79,700		87.7	%		87.7	%		6,100		4.60	%
Fairgrounds Crossing	Hot Springs, AR		155,127		100.0	%		100.0	%		13,453		5.21	%	Hot Springs, AR		155,127		95.7	%		95.7	%		13,453		5.21	%
Prattville Town Center	Prattville, AL		168,842		100.0	%		100.0	%		15,930		5.48	%	Prattville, AL		168,842		100.0	%		100.0	%		15,930		5.48	%
Regal Court	Shreveport, LA		363,061		93.2	%		94.9	%		26,000		4.50	%	Shreveport, LA		363,061		96.1	%		96.1	%		26,000		4.50	%
Shops at Hawk Ridge (a)	St. Louis, MO		75,951		100.0	%		100.0	%		—		—		St. Louis, MO		75,951		100.0	%		100.0	%		—		—
Walgreens Plaza	Jacksonville, NC		42,219		64.9	%		64.9	%		4,650		5.30	%	Jacksonville, NC		42,219		71.4	%		83.5	%		4,650		5.30	%
Whispering Ridge (a)	Omaha, NE		69,676		39.8	%		39.8	%		—		—		Omaha, NE		69,676		71.8	%		71.8	%		—		—
Frisco Marketplace (a)	Frisco, TX		112,024		94.0	%		94.0	%		—		—		Frisco, TX		112,024		94.9	%		94.9	%		—		—
White City	Shrewsbury, MA		257,121		95.8	%		97.1	%		49,400		3.24	%	Shrewsbury, MA		257,121		93.4	%		94.7	%		49,400		3.24	%
Treasure Valley (a)	Nampa, ID		133,292		100.0	%		100.0	%		—		—		Nampa, ID		133,292		100.0	%		100.0	%		—		—
Yorkville Marketplace (a)	Yorkville, IL		111,591		75.2	%		91.3	%		—		—		Yorkville, IL		111,591		91.3	%		91.3	%		—		—
Shoppes at Market Pointe	Papillion, NE		253,903		98.2	%		98.2	%		13,700		3.30	%	Papillion, NE		253,903		98.2	%		98.2	%		13,700		3.30	%
2727 Iowa Street (a)	Lawrence, KS		85,044		100.0	%		100.0	%		—		—		Lawrence, KS		85,044		100.0	%		100.0	%		—		—
Settlers Ridge	Pittsburgh, PA		473,821		99.1	%		99.1	%		76,532		3.70	%	Pittsburgh, PA		473,821		99.1	%		99.1	%		76,532		3.70	%
Milford Marketplace	Milford, CT		111,720		94.9	%		94.9	%		18,727		4.02	%	Milford, CT		111,720		96.1	%		96.1	%		18,727		4.02	%
Marketplace at El Paseo	Fresno, CA		224,683		95.4	%		96.1	%		38,000		2.95	%	Fresno, CA		224,683		96.6	%		97.4	%		38,000		2.95	%
Blossom Valley Plaza (a)	Turlock, CA		111,435		100.0	%		100.0	%		—		—		Turlock, CA		111,435		96.1	%		96.1	%		—		—
The Village at Burlington Creek	Kansas City, MO		158,023		89.1	%		89.1	%		17,723		4.25	%	Kansas City, MO		158,049		78.1	%		78.1	%		17,723		4.25	%
Oquirrh Mountain Marketplace (a)	South Jordan, UT		75,950		94.5	%		94.5	%		—		—		South Jordan, UT		75,950		100.0	%		100.0	%		—		—
Marketplace at Tech Center	Newport News, VA		210,297		95.4	%		99.3	%		47,550		3.15	%	Newport News, VA		210,297		95.5	%		95.5	%		47,550		3.15	%
Coastal North Town Center	Myrtle Beach, SC		304,662		95.1	%		95.1	%		43,680		3.17	%	Myrtle Beach, SC		304,662		95.1	%		95.1	%		43,680		3.17	%
Oquirrh Mountain Marketplace II (a)	South Jordan, UT		10,150		100.0	%		100.0	%		—		—		South Jordan, UT		10,150		100.0	%		100.0	%		—		—
Wilson Marketplace(a)	Wilson, NC		311,030		96.8	%		97.6	%		24,480		4.06	%	Wilson, NC		311,030		99.1	%		99.1	%		—		—
Pentucket Shopping Center	Plaistow, NH		198,469		98.0	%		98.0	%		14,700		3.65	%	Plaistow, NH		198,469		98.0	%		98.0	%		14,700		3.65	%
Coastal North Town Center - Phase II	Myrtle Beach, SC		6,588		100.0	%		100.0	%		—		—		Myrtle Beach, SC		6,588		100.0	%		100.0	%		—		—
Portfolio total			6,860,923		93.9	%		94.9	%	$	615,851		3.69	%			6,870,124		94.0	%		94.4	%	$	424,520		3.71	%

The following table presents information regarding the top ten tenants in our portfolio based on annualized base rent for leases ~~in place~~in-place as of ~~September 30, 2017.~~March 31, 2019.

Tenant Name	Number of Leases		Annualized Base Rent		Percent of Total Portfolio Annualized Base Rent			Annualized Base Rent Per Square Foot		Square Footage		Percent of Total Portfolio Square Footage			Number of Leases		Annualized Base Rent		Percent of Total Portfolio Annualized Base Rent			Annualized Base Rent Per Square Foot		Square Footage		Percent of Total Portfolio Square Footage
The Kroger Co																4	$	3,374		3.5	%	$	13.52		249,493		3.6	%
Dicks Sporting Goods, Inc		6	$	3,511		3.7	%	$	12.72		276,038		4.0	%		6		3,269		3.4	%		11.84		276,038		4.0	%
The Kroger Co		4		3,307		3.4	%		13.25		249,493		3.6	%
TJ Maxx/HomeGoods/Marshalls		13		3,170		3.3	%		9.63		329,253		4.8	%		13		3,194		3.3	%		9.70		329,253		4.8	%
Petsmart		10		2,583		2.7	%		13.31		194,077		2.8	%		10		2,871		3.0	%		14.79		194,077		2.8	%
Ross Dress for Less, Inc		9		2,379		2.5	%		10.03		237,165		3.5	%		10		2,633		2.7	%		10.15		259,487		3.8	%
Albertsons/Jewel/Shaws		2		2,235		2.3	%		17.48		127,892		1.9	%		2		2,304		2.4	%		18.02		127,892		1.9	%
Ulta Salon, Cosmetics & Fragrance		10		2,196		2.3	%		21.06		104,276		1.5	%		10		2,261		2.3	%		21.69		104,276		1.5	%
Kohl's Department Stores		4		1,888		2.0	%		5.68		332,461		4.9	%		4		1,888		1.9	%		5.68		332,461		4.8	%
LA Fitness (Fitness International)		2		1,810		1.9	%		20.20		89,600		1.3	%		2		1,810		1.9	%		20.20		89,600		1.3	%
Giant Eagle		1		1,805		1.9	%		13.96		129,340		1.9	%		1		1,805		1.9	%		13.96		129,340		1.9	%
Top ten tenants		61	$	24,884		26.0	%	$	12.02		2,069,595		30.2	%		62	$	25,409		26.1	%	$	12.15		2,091,917		30.4	%

The following table sets forth a summary of our tenant diversity for our entire portfolio and is based on leases ~~in place~~in-place at ~~September 30, 2017.~~March 31, 2019.

Tenant Type	Gross Leasable Area – Square Footage		Percent of Total Gross Leasable Area			Percent of Total Annualized Base Rent			Gross Leasable Area – Square Footage		Percent of Total Gross Leasable Area			Percent of Total Annualized Base Rent
Discount and Department Stores		1,535,229		23.6	%		12.0	%		1,563,926		24.1	%		12.3	%
Grocery										950,042		14.6	%		13.9	%
Home Goods		1,016,961		15.7	%		9.7	%		940,782		14.5	%		8.5	%
Grocery		950,042		14.6	%		14.0	%
Lifestyle, Health Clubs, Books & Phones		786,503		12.1	%		15.0	%		828,853		12.8	%		15.6	%
Restaurant		552,888		8.5	%		16.0	%		543,836		8.4	%		16.1	%
Apparel & Accessories		468,181		7.2	%		10.6	%		455,196		7.0	%		10.4	%
Sporting Goods		333,719		5.1	%		4.9	%		333,719		5.1	%		4.7	%
Pet Supplies										288,642		4.4	%		4.6	%
Consumer Services, Salons, Cleaners, Banks		273,663		4.2	%		7.2	%		279,588		4.3	%		7.5	%
Pet Supplies		269,270		4.1	%		4.0	%
Health, Doctors & Health Foods		145,558		2.3	%		4.2	%		159,574		2.5	%		4.5	%
Other		165,756		2.6	%		2.4	%		142,237		2.3	%		1.9	%
Total		6,497,770		100.0	%		100.0	%		6,486,395		100.0	%		100.0	%

The following table sets forth a summary, as of ~~September 30, 2017,~~March 31, 2019, of the percent of total annualized base rent and the weighted average lease expiration by size of tenant.

Size of Tenant	Description - Square Footage	Percent of Total Annualized Base Rent			Weighted Average Lease Expiration – Years		Description - Square Footage	Percent of Total Annualized Base Rent			Weighted Average Lease Expiration – Years
Anchor	10,000 and over		53	%		7.8	10,000 and over		52	%		6.8
Junior Box	5,000-9,999		15	%		6.0	5,000-9,999		15	%		5.6
Small Shop	Less than 5,000		32	%		4.5	Less than 5,000		33	%		4.3
Total			100	%		6.5			100	%		5.8

The following table sets forth a summary, as of ~~September 30, 2017,~~March 31, 2019, of lease expirations scheduled to occur during the remainder of ~~2017~~2019 and each of the calendar years from ~~2018~~2020 to ~~2026~~2028 and thereafter, assuming no exercise of renewal options or early termination rights

~~rights~~ for leases commenced on or prior to ~~September 30, 2017.~~March 31, 2019. Annualized base rent represents the rent ~~in place~~in-place of the applicable property at ~~September 30, 2017.~~March 31, 2019. The table below includes ground leases. If ground leases are excluded, annualized base rent would equal ~~$86,402,~~$87,566, or ~~$17.09~~$17.36 per square foot for total expiring leases.

Lease Expiration Year	Number of Expiring Leases		Gross Leasable Area of Expiring Leases - Square Footage		Percent of Total Gross Leasable Area of Expiring Leases			Total Annualized Base Rent of Expiring Leases		Percent of Total Annualized Base Rent of Expiring Leases			Annualized Base Rent per Leased Square Foot		Number of Expiring Leases		Gross Leasable Area of Expiring Leases - Square Footage		Percent of Total Gross Leasable Area of Expiring Leases			Total Annualized Base Rent of Expiring Leases		Percent of Total Annualized Base Rent of Expiring Leases			Annualized Base Rent per Leased Square Foot
2017 (including month-to-month)		22		104,087		1.6	%	$	1,364		1.4	%	$	13.11
2018		74		249,555		3.8	%		5,248		5.5	%	21.03
2019		82		513,487		7.9	%		7,640		7.8	%		14.88
2019 (including month-to-month)																48		183,374		2.8	%	$	3,181		3.3	%	$	17.35
2020		97		526,947		8.1	%		8,593		9.0	%	16.31			100		540,901		8.3	%		8,987		9.3	%		16.61
2021		92		374,011		5.8	%		7,516		7.8	%		20.10		92		365,911		5.6	%		7,395		7.6	%		20.21
2022		87		563,118		8.7	%		10,558		11.0	%	18.75			92		577,556		8.9	%		10,873		11.2	%		18.83
2023		60		645,131		9.9	%		8,497		8.9	%		13.17		111		825,821		12.7	%		12,648		13.0	%		15.32
2024		51		471,823		7.3	%		9,059		9.5	%		19.20		87		763,727		11.8	%		13,300		13.7	%		17.41
2025		68		605,611		9.3	%		11,455		12.0	%		18.92		71		627,034		9.7	%		11,261		11.6	%		17.96
2026		37		430,476		6.6	%		5,848		6.1	%		13.58		40		446,827		6.9	%		6,140		6.3	%		13.74
2027																35		376,558		5.8	%		4,642		4.8	%		12.33
2028																31		685,819		10.6	%		6,252		6.4	%		9.12
Thereafter		72		2,013,524		31.0	%		20,093		21.0	%	9.98			34		1,092,867		16.8	%		12,526		12.9	%		11.46
Leased Total		742		6,497,770		100.0	%	$	95,871		100.0	%	$	14.75		741		6,486,395		100.0	%	$	97,205		100.0	%	$	14.99

At March 31, 2019, we had $134.5 million outstanding under the Revolving Credit Facility and $150.0 million outstanding under the Term Loan. At March 31, 2019 the interest rate on the Revolving Credit Facility and the Term Loan was 4.14% and 4.29%, respectively. The Revolving Credit Facility matures on August 1, 2022, and we have the option to extend the maturity date for one additional year subject to the payment of an extension fee and certain other conditions. The Term Loan matures on August 1, 2023. As of ~~September 30, 2017,~~March 31, 2019, we had $65.5 million available for borrowing under the Revolving Credit Facility.

As of March 31, 2019, we had total debt outstanding of ~~approximately $683.2~~$709.0 million, excluding mortgage premiums and unamortized debt issuance costs, which bore interest at a weighted average interest rate of ~~3.61%~~3.91% per annum. As of ~~September 30, 2017~~March 31, 2019, the weighted average years to maturity for our debt was 4.2 years. As of March 31, 2019 and December 31, ~~2016,~~2018, our borrowings were ~~48%~~50% and ~~45%~~50%,

respectively, of the purchase price of our investment properties. AsAt March 31, 2019 our cash and cash equivalents balance is $13.0 million.

We anticipate using our Credit Facility to pay-off two secured mortgage loans totaling a principal amount of ~~September 30, 2017, we had borrowed $67.3~~$7.4 million maturing at the end of 2019. The average interest rate of the ~~$110 million available under our Credit Facility.~~

The acquisition of certain of the Company’s properties included an earnout component to the purchase price that was recorded as a deferred investment property acquisition obligation. The maximum potential earnout payment was $7.5 million at September 30, 2017.loans is 4.33%.

For information related to our debt maturities reference is made to Note 76 – “Debt and Derivative Instruments” which is included in our ~~September 30, 2017~~March 31, 2019 Notes to Consolidated Financial Statements in Item 1.

	Nine Months Ended September 30,						Change		Three Months Ended March 31,						Change
	2017			2016			2017 vs. 2016		2019			2018			2019 vs. 2018
	(Dollar amounts in thousands)								(Dollar amounts in thousands)
Net cash flows provided by operating activities	$	42,799		$	30,228		$	12,571	$	10,567		$	11,842		$	(1,275	)
Net cash flows used in investing activities	$	(78,986	)	$	(86,566	)	$	7,580	$	(805	)	$	(9,070	)	$	8,265
Net cash flows provided by (used in) financing activities	$	36,200		$	(11,203	)	$	47,403
Net cash flows (used in) provided by financing activities									$	(11,978	)	$	6,538		$	(18,516	)

The ~~increase~~decrease in cash from operating activities during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 compared to the ~~nine~~three months ended ~~September 30, 2016~~March 31, 2018 was primarily due ~~primarily~~ to the timing of real estate tax payments, ~~made~~an increase in ~~2016 related to 2015 acquisitions~~interest expense payments and ~~cash generated by property operations from the acquisition of two properties~~a decrease in ~~the second quarter of 2016 and three properties in 2017.~~prepaid rent.

	Nine Months Ended September 30,						Change			Three Months Ended March 31,						Change
	2017			2016			2017 vs. 2016			2019			2018			2019 vs. 2018
	(Dollar amounts in thousands)									(Dollar amounts in thousands)
Purchases of investment properties	$	(69,953	)	$	(79,034	)	$	9,081
Capital expenditures		(4,042	)		(7,696	)		3,654			(805	)		(2,275	)		1,470
Investment in unconsolidated joint ventures		(5,602	)		—			(5,602	)		—			(1,856	)		1,856
Other assets and restricted escrows		611			164			447			—			(4,939	)		4,939
Net cash used in investing activities	$	(78,986	)	$	(86,566	)	$	7,580		$	(805	)	$	(9,070	)	$	8,265

We used ~~more~~less cash in our investing activities in the ~~nine~~three months ended ~~September 30, 2016~~March 31, 2019 compared to the ~~nine~~three months ended ~~September 30, 2017 primarily due to acquisition related activities and capital improvements at certain of our properties.~~March 31, 2018. The decrease in cash used in investing activities is primarily due a reduction in ~~2017~~funding our joint venture and related note receivable for which an impairment charge was ~~partially offset with our investment~~recognized at the end of 2018 and a decrease in ~~an unconsolidated joint venture.~~capital expenditures.

	Nine Months Ended September 30,						Change			Three Months Ended March 31,						Change
	2017			2016			2017 vs. 2016			2019			2018			2019 vs. 2018
	(Dollar amounts in thousands)									(Dollar amounts in thousands)
Total changes related to debt	$	74,872		$	22,840		$	52,032		$	(54	)	$	11,948		$	(12,002	)
Proceeds from the distribution reinvestment plan, net of shares repurchased		7,732			14,231			(6,499	)		—			(277	)		277
Distributions paid		(39,989	)		(39,235	)		(754	)		(11,924	)		(4,537	)		(7,387	)
Payment of offering costs		—			(201	)		201
Other		(6,415	)		(8,838	)		2,423			—			(596	)		596
Net cash provided by (used in) financing activities	$	36,200		$	(11,203	)	$	47,403
Net cash (used in) provided by financing activities										$	(11,978	)	$	6,538		$	(18,516	)

During the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016, we generated approximately $118.5 million and $218.0 million, respectively,~~2018, changes in total debt decreased $12.0 million. The decrease is primarily due to a decrease in draws from ~~borrowings. We also paid off mortgage debt, reduced the amount outstanding on~~ our Credit Facility ~~and paid debt issuance costs in~~during the ~~amount of $43.6 million and $195.1 million for the nine~~three months ended ~~September 30, 2017 and 2016, respectively. During~~March 31, 2019 compared to the ~~nine~~three months ended ~~September 30, 2017~~ ~~and 2016, we generated~~March 31, 2018. During the three months ended March 31, 2019 compared to the three months ended March 31, 2018 proceeds from the ~~sale of~~distribution reinvestment plan (as amended, the “DRP”) after shares ~~through the DRP, net of share repurchases, of approximately $7.7 million and $14.2 million, respectively.~~repurchased increased $0.2 million. During the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 compared to the three months ended March 31, 2018, distributions increased from $4.5 million to $11.9 million as the 2018 distribution was for one month and ~~2016, we paid approximately $40.0 million and $39.2 million, respectively, in distributions.~~the 2019 distribution was for three months.

For 2019 and 2018, distributions were payable quarterly in arrears. A summary of the distributions declared, distributions paid and cash flows provided by operations for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018 follows (Dollar amounts in thousands except per share amounts):

The following discussions are based on our consolidated financial statements for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2019 and ~~2016.~~2018. Dollar amounts are stated in thousands.

This section describes and compares our results of operations for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2019 and ~~2016.~~2018. We generate almost all of our net operating income from property operations. In order to evaluate our overall portfolio, management analyzes the net operating income of properties that we have owned and operated for both periods ~~presented, in their entirety, referred~~presented. Our portfolio of properties remains unchanged from March 31, 2018 to ~~herein as “same store” properties. By evaluating~~March 31, 2019, and therefore, the ~~property net operating income of our “same~~results for “non-same store” properties ~~management~~ is ~~able to monitor the operations of our existing properties for comparable periods to measure the performance of our current portfolio and determine the effects of our new acquisitions on net income.~~not presented.

Comparison of the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~March 31, 2018

A total of 56 investment properties were acquired on or before July 1, 2016 and represent our “same store” properties during the three months ended September 30, 2017 and 2016. “Non-same store,” as reflected in the table below, consists of properties acquired after July 1, 2016. For the three months ended ~~September 30, 2017, three properties constituted non-same store properties~~March 31, 2019 and ~~for the three months ended September 30, 2016, no properties constituted non-same store~~2018, we owned 59 properties. The following table presents the property net operating income ~~broken out between same store and non-same store,~~ prior to straight-line income (expense), net, amortization of intangibles, interest, and depreciation and amortization for the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, along with a reconciliation to net loss, calculated in accordance with U.S. GAAP.

	Total									Same Store							Non-Same Store
	Three Months Ended September 30,									Three Months Ended September 30,							Three Months Ended September 30,						Three Months Ended March 31
	2017			2016			Change			2017		2016		Change			2017		2016		Change		2019			2018			Change
Rental income	$	23,950		$	22,736		$	1,214		$	22,712	$	22,736	$	(24	)	$	1,238		—	$	1,238	$	31,805		$	31,930		$	(125	)
Tenant recovery income		7,248			6,285			963			7,051		6,285		766			197		—		197
Other property income		179			736			(557	)		178		736		(558	)		1		—		1		53			108			(55	)
Total income	$	31,377		$	29,757		$	1,620		$	29,941	$	29,757	$	184		$	1,436		—	$	1,436	$	31,858		$	32,038		$	(180	)

Property operating expenses	$	5,354		$	5,027		$	327		$	5,077	$	5,027	$	50		$	277		—	$	277	$	5,474		$	5,646		$	(172	)
Real estate tax expense		4,386			3,576			810			4,303		3,576		727			83		—		83		4,248			4,501			(253	)
Total property operating expenses	$	9,740		$	8,603		$	1,137		$	9,380	$	8,603	$	777		$	360		—	$	360	$	9,722		$	10,147		$	(425	)

Property net operating income	$	21,637		$	21,154		$	483		$	20,561	$	21,154	$	(593	)	$	1,076		—	$	1,076	$	22,136		$	21,891		$	245

Straight-line income, net	$	571		$	631		$	(60	)
Straight-line income (expense), net																							$	220		$	331		$	(111	)
Intangible amortization and inducement		(3	)		347			(350	)															196			115			81
General and administrative expenses		(875	)		(1,245	)		370																(1,512	)		(1,116	)		(396	)
Acquisition related costs		(62	)		413			(475	)															—			7			(7	)
Business management fee		(2,311	)		(2,190	)		(121	)															(2,333	)		(2,328	)		(5	)
Depreciation and amortization		(15,492	)		(14,442	)		(1,050	)															(14,526	)		(14,760	)		234
Interest expense		(6,361	)		(5,547	)		(814	)															(7,153	)		(6,467	)		(686	)
Interest and other income		20			18			2																19			87			(68	)
Equity in earnings (loss) of unconsolidated entities		20			(100	)		120
Net loss	$	(2,856	)	$	(961	)	$	(1,895	)														$	(2,953	)	$	(2,240	)	$	(713	)

Net loss. Net loss was ~~$2,856~~$2,953 and ~~$961~~$2,240 for the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, respectively.

Total property net operating income. On a “same store” basis, comparing the results of operations of investment properties owned during the three months ended September 30, 2017 with the results of the same investment properties owned during the three months ended September 30, 2016, propertyProperty net operating income ~~decreased $593,~~increased $245 in 2019 compared to 2018, total property income ~~increased $184,~~decreased $180, and total property operating expenses including real estate tax expense ~~increased $777.~~

decreased $425. The ~~increase~~decrease in ~~“same store”~~ total property income is primarily due to ~~an increase~~a decrease in ~~overall~~ tenant recovery ~~income offset by lower termination fee~~ income.

The ~~increase~~decrease in ~~“same store” total~~ property operating expenses ~~is due to a net increase in~~including real estate tax ~~expense.~~

~~“Non-same store” total property net operating income increased $1,076 during 2017 as~~expense is primarily due to lower non-recoverable expenses in 2019 compared to ~~2016. The increase is a result of acquiring three additional retail properties after July 1, 2016. On a “non-same store” basis, total property income increased $1,436~~2018 and ~~total property operating expenses increased $360 during the three months ended September 30, 2017 as compared to 2016 as a result of these acquisitions.~~lower real estate tax consulting costs in 2019.

Straight-line income (expense), net. Straight-line ~~rent~~ income (expense), net decreased ~~$60~~$111 in ~~2017~~2019 compared to ~~2016.~~2018. This decrease is primarily due to ~~certain tenant~~ rent ~~abatements in 2016~~steps that ~~increased~~reduced straight-line ~~rental~~ income.

Intangible amortization. Intangible amortization income ~~decreased $350~~increased $81 in ~~2017~~2019 compared to ~~2016.~~2018. The ~~decrease~~increase is primarily attributable to ~~changes in~~ intangible assets and liabilities ~~as a result of acquisitions in 2016 and 2017.~~being written off or fully amortized.

General and ~~Administrative~~administrative expenses. General and administrative expenses ~~decreased $370~~increased $396 in ~~2017~~2019 compared to ~~2016.~~2018. This ~~decrease~~increase is primarily due to ~~decreases~~higher legal costs and an increase in ~~various administrative expenses.~~state tax estimates.

Acquisition related costs. Acquisition related expenses ~~increased $475~~decreased $7 in ~~2017~~2019 compared to ~~2016.~~2018. The ~~increase~~decrease is ~~attributed~~attributable to ~~adjustments~~the fact that there were no acquisition related costs (recoveries) in ~~deferred investment property acquisition obligations.~~2019.

Business management fee. Business management fees increased ~~$121~~$5 in ~~2017~~2019 compared to ~~2016.~~2018. The increase in the three months ended March 31, 2019 is due to ~~the acquisition of real estate~~capital expenditures which increased assets under management. There have been no acquisitions since 2017.

Depreciation and ~~Amortization.~~amortization. Depreciation and amortization ~~increased $1,050~~decreased $234 in ~~2017, as~~2019 compared to ~~2016.~~2018. The decrease is primarily due to fully amortized acquired lease intangible assets.

Interest expense. Interest expense increased $686 in 2019 compared to 2018. The increase is primarily due to ~~acquisitions in 2016 and 2017.~~

~~Interest Expense.~~ Interest expense increased $814 in 2017 compared to 2016. The increase is primarily due to additional financing of properties after October 1, 2016, increased amounts drawn under the Credit Facility and higher average interest rates ~~on our floating rate debt.~~

A total of 54 investment properties were acquired on or before January 1, 2016 and represent our “same store” properties during the nine months ended September 30, 2017 and 2016. “Non-same store,” as reflected in the table below, consists of properties acquired after January 1, 2016. For the nine months ended September 30, 2017, five properties constituted non-same store properties and for the nine months ended September 30, 2016, two properties are considered non-same store properties. The following table presents the property net operating income broken out between same store and non-same store, prior to straight-line income, net, amortization of intangibles, interest, and depreciation and amortization for the nine months ended September 30, 2017 and 2016, along with a reconciliation to net loss, calculated in accordance with U.S. GAAP.

Total

Same Store

Non-Same Store

Nine Months Ended                                                                     September 30,

Nine Months Ended                                                                     September 30,

Nine Months Ended                                                                     September 30,

2017

2016

Change

2017

2016

Change

2017

2016

Change

Rental income
$
71,582

$
67,312

$
4,270

$
65,047

$
65,335

$
(288
)

$
6,535

$
1,977

$
4,558

Tenant recovery income

21,836

19,582

2,254

20,146

19,073

1,073

1,690

509

1,181

Other property income

352

909

(557
)

349

908

(559
)

3

1

2

Total income
$
93,770

$
87,803

$
5,967

$
85,542

$
85,316

$
226

$
8,228

$
2,487

$
5,741

Property operating expenses
$
15,866

$
15,056

$
810

$
14,661

$
14,682

$
(21
)

$
1,205

374

$
831

Real estate tax expense

12,384

10,893

1,491

11,407

10,618

789

977

275

702

Total property operating expenses
$
28,250

$
25,949

$
2,301

$
26,068

$
25,300

$
768

$
2,182

$
649

$
1,533

Property net operating income
$
65,520

$
61,854

$
3,666

$
59,474

$
60,016

$
(542
)

$
6,046

$
1,838

$
4,208

Straight-line income, net
$
1,276

$
1,703

$
(427
)

Intangible amortization and inducement

1,058

535

523

General and administrative expenses

(3,397
)

(3,958
)

561

Acquisition related costs

(1,262
)

(421
)

(841
)

Business management fee

(6,871
)

(6,421
)

(450
)

Depreciation and amortization

(46,391
)

(45,158
)

(1,233
)

Interest expense

(18,316
)

(16,189
)

(2,127
)

Interest and other income

72

360

(288
)

��

Equity in earnings (loss) of unconsolidated entities

20

193

(173
)

Net loss
$
(8,291
)

$
(7,502
)

$
(789
)

~~Net loss.~~ ~~Net loss was $8,291 and $7,502 for the nine months ended September 30, 2017 and 2016, respectively.~~

~~Total property net operating income.~~ On a “same store” basis, comparing the results of operations of investment properties owned during the full nine months ended September 30, 2017 with the results of the same investment properties owned during the full nine months ended September 30, 2016, property net operating income decreased $542, total property income increased $226, and total property operating expenses including real estate tax expense increased $768.

~~The increase in “same store” total property income is primarily due to~~ an increase in ~~tenant recovery income offset by lower termination fee income.~~

~~The increase~~average debt outstanding in ~~“same store” total property operating expenses is primarily due to an increase in current year real estate tax expense, partially offset by a decrease in property operating expenses.~~

~~“Non-same store” total property net operating income increased $4,208 during 2017 as~~2019 compared to ~~2016. The increase is a result of acquiring five retail properties after January 1, 2016. On a “non-same store” basis, total property income~~2018. Average interest rates increased ~~$5,741 and total property operating expenses increased $1,533 during the year to date ended September 30, 2017 as~~0.25% in 2019 compared to ~~2016 as a result of these acquisitions.~~

~~Straight-line income, net.~~ ~~Straight-line rent income decreased $427~~2018 and average debt outstanding increased $12,775 in ~~2017~~2019 compared to ~~2016. This decrease is due to certain tenant rent abatements in 2016 that increased straight-line rental income.~~

~~Intangible amortization.~~ ~~Intangible amortization income increased $523 in 2017 compared to 2016. The increase is primarily attributable to changes in intangible assets and liabilities as a result of recent acquisitions.~~

~~General and Administrative expenses.~~ ~~General and administrative expenses decreased $561 in 2017 compared to 2016. This decrease is primarily due to lower stock administration expenses.~~

~~Acquisition related costs.~~ Acquisition related expenses increased $841 in 2017 compared to 2016. The increase is attributable to an amendment to our agreement at one of our properties that resulted in adjustments to deferred investment property acquisition obligations.

~~Business management fee.~~ ~~Business management fees increased $450 in 2017 compared to 2016. The increase is due to the acquisition of real estate which increased assets under management.~~

~~Depreciation and Amortization.~~ ~~Depreciation and amortization increased $1,233 in 2017, as compared to 2016. The increase is primarily due to acquisitions in 2016 and 2017.~~

~~Interest Expense.~~ Interest expense increased $2,127 in 2017 compared to 2016. The increase is primarily due to additional financing of properties after January 1, 2016, increased amounts drawn under the Credit Facility and higher interest rates on our floating debt.2018.

Interest and other income. Interest and other income decreased ~~$288.~~$68 in 2019 compared to 2018. The decrease is primarily due to ~~lower~~ interest earned ~~as a result~~on our note receivable which was fully impaired at the end of ~~lower cash balances in 2017 compared to 2016.~~2018.

Disclosures discussing all critical accounting policies are set forth in our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2018, as filed with the Securities and Exchange Commission on March ~~15, 2017,~~20, 2019, under the heading “Critical Accounting Policies.” There have been no changes to our critical accounting policies during the three months ended ~~September 30, 2017.~~March 31, 2019.

We currently have no off-balance sheet arrangements that are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

The following table sets forth leasing activity during the three months ended March 31, 2019. Leases with terms of less than 12 months have been excluded from the table.

Accounting for real estate assets in accordance with U.S. GAAP assumes the value of real estate assets is reduced over ~~time.~~time due primarily to non-cash depreciation and amortization expense. Because real estate values may rise and fall with market conditions, operating results from real estate companies that use U.S. GAAP accounting may not present a complete view of their performance. We use Funds from Operations, or ~~FFO,~~“FFO”, a widely accepted metric to evaluate our performance. FFO provides a supplemental measure to compare our performance and operations to other REITs. Due to certain unique operating characteristics of real estate companies, the National Association of Real Estate Investment Trusts, or ~~NAREIT,~~“NAREIT”, has promulgated a standard known as FFO, which it believes more accurately reflects the operating performance of a REIT. ~~As defined~~On November 7, 2018, NAREIT’s Executive Board approved the White Paper restatement, effective December 15, 2018. The purpose of the restatement was not to change the fundamental definition of FFO but to clarify existing guidance. The restated definition of FFO by NAREIT ~~FFO means~~is net income (loss) computed in accordance with U.S. GAAP, excluding depreciation and amortization related to real estate, excluding gains (or losses) from sales of ~~operating property, plus depreciation~~certain real estate assets, excluding impairment write-downs of certain real estate assets and ~~amortization and after adjustments for unconsolidated~~investments in entities when the impairment is directly attributable to decreases in ~~which~~ the ~~REIT holds an interest. In addition, NAREIT has further clarified the FFO definition to add-back impairment write-downs~~value of depreciable real estate ~~or of investments~~and excluding gains and losses from change in ~~unconsolidated entities that are driven by measurable decreases in the fair value of depreciable real estate.~~control. We have adopted the restated NAREIT definition for computing FFO. Previously presented periods were not impacted.

Under U.S. GAAP, acquisition related costs are treated differently if the acquisition is a business combination or an asset acquisition. An acquisition of a single property will likely be treated as ~~operating expenses reducing our income.~~an asset acquisition as opposed to a business combination and acquisition related costs will be capitalized rather than expensed when incurred. Publicly registered, non-listed REITs typically engage in a significant amount of acquisition activity in the early years of their operations, and thus incur significant acquisition related costs, during these initial years. Although other start up entities may engage in significant acquisition activity during their initial years, publicly registered, non-listed REITs ~~such as us that are not listed on an exchange~~ are unique in that they typically have a limited timeframe during which they acquire a significant number of properties and thus incur significant acquisition related costs. Due to the above factors and other unique features of publicly registered, non-listed REITs, the ~~Investment Program Association,~~Institute for Portfolio Alternatives, or ~~“IPA,”~~“IPA”, an industry trade group, published a standardized measure known as Modified Funds from Operations, or “MFFO”, which the IPA has promulgated as a supplemental measure for publicly registered non-listed REITs and which may be another appropriate supplemental measure to reflect the operating performance of a non-listed REIT. We believe it is appropriate to use MFFO as a supplemental measure of operating performance because we believe that, when compared year-over-year, both before and after we have deployed all of our Offering proceeds and are no longer incurring a significant amount of acquisition fees or other related costs, it reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net income.

MFFO excludes expensed costs associated with investing activities, some of which are acquisition related costs that affect our operations only in periods in which properties are acquired, and other non-operating items that are included in ~~FFO.~~FFO, such as straight-lining of rents as required by U.S. GAAP. By excluding costs that we consider more reflective of acquisition ~~related costs,~~activities and other non-operating items, the use of MFFO provides another measure of our operating ~~performance.~~performance once our portfolio is stabilized. Because MFFO may be a recognized measure of operating performance within the non-listed REIT industry, MFFO and the adjustments used to calculate it may be useful in order to evaluate our performance against other non-listed REITs. Like FFO, MFFO is not equivalent to our net income or loss as determined under U.S. GAAP, as detailed in the table below, and MFFO may not be a useful measure of the impact of long-term operating performance on value if we continue to acquire a significant amount of properties. MFFO should

only be used as a measurement of our operating performance while we are acquiring a significant amount of properties because it excludes, among other things, acquisition costs incurred during the periods in which properties were acquired.

We believe our definition of MFFO, a non-U.S. GAAP measure, is consistent with the ~~IPA’s~~IPA's Guideline 2010-01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: Modified Funds from Operations, or the “Practice Guideline,” issued by the IPA in November 2010. The Practice Guideline defines MFFO as FFO further adjusted for the following items, as applicable, included in the determination of U.S. GAAP net income: acquisition fees and expenses; amounts relating to straight-line rents and amortization of above and below market lease assets and liabilities, accretion of discounts and amortization of premiums on debt investments; mark-to-market adjustments included in net income; nonrecurring gains or losses included in net income from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan, unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect MFFO on the same basis.

Our presentation of FFO and MFFO may not be comparable to other similarly titled measures presented by other REITs. We believe that the use of FFO and MFFO provides a more complete understanding of our operating performance to stockholders and to management, and when compared year over year, reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs. Neither FFO nor MFFO is intended to be an alternative to “net income” or to “cash flows from operating activities” as determined by U.S. GAAP as a measure of our capacity to pay distributions. Management uses FFO and MFFO to compare our operating performance to that of other REITs and to assess our operating performance.

Our FFO and MFFO for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018 are calculated as follows:

		Nine Months Ended September 30,							Three Months Ended March 31,
		2017			2016				2019			2018
		(Dollar amounts in thousands)							(Dollar amounts in thousands)
	Net loss	$	(8,291	)	$	(7,502	)	Net loss	$	(2,953	)	$	(2,240	)
Add:	Depreciation and amortization related to investment properties		46,391			45,158		Depreciation and amortization related to investment properties		14,526			14,760
	Funds from operations (FFO)	$	38,100		$	37,656		Funds from operations (FFO)	$	11,573		$	12,520

Add:	Acquisition related costs		1,262			421		Acquisition related costs		—			(7	)
Less:	Amortization of acquired market lease intangibles, net		(1,069	)		(537	)	Amortization of acquired market lease intangibles, net		(208	)		(128	)
	Straight-line income, net		(1,276	)		(1,703	)	Straight-line income (expense), net		(220	)		(331	)
	Modified funds from operations (MFFO)	$	37,017		$	35,837		Modified funds from operations (MFFO)	$	11,145		$	12,054

For information related to subsequent events, reference is made to Note ~~15 –~~14 �� “Subsequent Events” which is included in our ~~September 30, 2017~~March 31, 2019 Notes to Consolidated Financial Statements in Item 1.

We are exposed to various market risks, including those caused by changes in interest rates and commodity prices. Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates and commodity prices. We do not enter into derivatives or other financial instruments for trading or speculative purposes. We have entered into, and may continue to enter into, financial instruments to manage and reduce the impact of changes in interest rates. The counterparties are, and are expected to continue to be, major financial institutions.

We are exposed to interest rate changes primarily as a result of long-term debt used to purchase properties or other real estate assets and to fund capital expenditures.

As of ~~September 30, 2017,~~March 31, 2019, we had outstanding debt of ~~approximately $683.2~~$709.0 million, excluding mortgage premium and unamortized debt issuance costs, bearing interest rates ranging from ~~2.84%~~2.95% to ~~5.95%~~5.48% per annum. The weighted average interest rate was ~~3.61%~~3.91%, which includes the effect of interest rate swaps. As of ~~September 30, 2017,~~March 31, 2019, the weighted average years to maturity for our mortgages and credit facility payable was ~~approximately 4.7~~4.2 years.

As of ~~September 30, 2017~~,March 31, 2019, our fixed-rate debt consisted of secured mortgage financings with a carrying value of ~~$178.2~~$171.6 million and a fair value of ~~$175.3~~$173.2 million. ~~Changes~~Changes in ~~market~~ interest rates do not affect interest expense incurred on our fixed-rate debt~~generally affect the fair value of debt and net asset value per share, but not our earnings or cash flows~~. ~~Therefore, interest rate risk does not have a significant impact on our fixed rate debt obligations~~ until their maturity or earlier ~~prepayment~~repayment, but interest rates do affect the fair value~~. An increase in~~ of our fixed rate debt obligations. If market interest rates ~~would result in a decrease in~~were to increase by 1% (100 basis points), the fair market value of our fixed-rate ~~debt. A~~debt would decrease inby $7.6 million at March 31, 2019. If market interest rates ~~would result in an increase in~~were to decrease by 1% (100 basis points), the fair market value of our fixed-rate ~~debt.~~debt would increase by $8.1 million at March 31, 2019.

As of ~~September 30, 2017,~~March 31, 2019, we had ~~$121.5~~$135.2 million of debt or ~~17.78%~~19.1% of our total debt, excluding mortgage premium and unamortized debt issuance costs, bearing interest at variable rates with a weighted average interest rate equal to ~~2.98%~~4.14% per annum. We had variable rate debt subject to swap agreements of ~~$383.5~~$402.2 million, or ~~56.14%~~56.7% of our total debt, excluding mortgage premium and unamortized debt issuance costs, at ~~September 30, 2017.~~March 31, 2019.

If interest rates on all debt which bears interest at variable rates as of ~~September 30, 2017~~March 31, 2019 increased by 1% (100 basis points), the increase in interest expense on all debt would decrease earnings and cash flows by ~~approximately $1.1~~$1.4 million annually. If interest rates on all debt which bears interest at variable rates as of ~~September 30, 2017~~March 31, 2019 decreased by 1% (100 basis points), the decrease in interest expense would increase earnings and cash flows by the same amount.

With regard to variable rate financing, our Business Manager assesses our interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities. Our Business Manager maintains risk management control systems to monitor interest rate cash flow risk attributable to both of our outstanding or forecasted debt obligations as well as our potential offsetting hedge positions.

We use derivative financial instruments to hedge exposures to changes in interest rates on loans secured by our assets. Derivative instruments may include interest rate swap contracts, interest rate cap or floor contracts, futures or forward contracts, options or

repurchase agreements. Our actual hedging decisions are determined in light of the facts and circumstances existing at the time of the hedge. We have used derivative financial instruments, specifically interest rate swap contracts, to hedge against interest rate fluctuations on variable rate debt, which exposes us to both credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. If the fair value of a derivative contract is positive, the counterparty will owe us, which creates credit risk for us because the counterparty may not perform. Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates. We seek to manage the market risk associated with interest-rate contracts by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. There is no assurance we will be successful.

For information related to our derivatives, reference is made to Note 76 – “Debt and Derivative Instruments” which is included in our ~~September 30, 2017~~March 31, 2019 Notes to Consolidated Financial Statements in Item 1.

Our management has evaluated, with the participation of our principal executive and principal financial officers, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the principal executive and principal financial officers have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

There were no changes to our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) or Rule 15d-15(f)) during the three months ended ~~September 30, 2017~~March 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We are not a party to, and none of our properties are subject to, any material pending legal proceedings.

The following risk factors supplement the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2018.

We have incurred a net ~~loss~~losses on a U.S. GAAP basis for the quarterly period ended ~~September 30, 2017.~~March 31, 2019.

We have incurred a net ~~loss~~losses on a U.S. GAAP basis for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2019 of $2.9 ~~and $8.3 million, respectively.~~million. Our ~~loss~~losses can be attributed, in part, to ~~property operating~~non-cash expenses, ~~interest expense, acquisition related expenses and~~such as depreciation and amortization. We may incur net losses in the future, which could have a material adverse impact on our financial condition, operations, cash flow, and our ability to service our indebtedness and pay distributions to our stockholders. We are subject to all of the business risks and uncertainties associated with any business. We cannot assure our stockholders that, in the future, we will be profitable or that we will realize growth in the value of our assets.

~~Increases in interest rates could increase the amount of our debt payments and adversely affect our ability to make distributions to our stockholders.~~

We have borrowed money, which bears interest at variable rates, and therefore are exposed to increases in costs in a rising interest rate environment. Increases in interest rates would increase our interest expense on any variable rate debt, as well as any debt that must be refinanced at higher interest rates at the time of maturity. Our future earnings and cash flows could be adversely affected due to the increased requirement to service our debt and could reduce the amount we are able to distribute to our stockholders. As of September 30, 2017, we had $121.5 million of debt or 17.78% of our total debt that bore interest at variable rates with a weighted average interest rate of 2.98%. We had variable rate debt subject to swap agreements fixing the rate of $383.5 million or 56.14% of our total debt at September 30, 2017.

~~If we cannot generate sufficient cash flow from operations to fully fund distributions, some or all of our distributions may be paid from other sources, including~~ ~~from the proceeds of our DRP, which will reduce the amount of cash we ultimately have to invest in assets.~~

Historically, we had not consistently generated sufficient cash flow from operations to fund distribution payments. Our organizational documents permit us to pay distributions from sources other than cash flow from operations. Specifically, some or all of our distributions may be paid from retained cash flow (if any), from borrowings and from cash flow from investing activities, including the net proceeds from the sale of our assets, or from the net proceeds of our Offering and DRP. Accordingly, if we cannot continue to generate sufficient cash flow from operations to fully fund distributions, some or all of our distributions may be paid from other sources, including from the proceeds of our DRP. We have not established any limit on the extent to which we may use alternate sources, including borrowings or proceeds of the DRP, to pay distributions. There is no assurance we will continue to generate sufficient cash flow from operations to cover distributions. We began declaring distributions to stockholders of record during December 2012. Approximately 23% ($33.5 million) of the distributions paid to stockholders through September 30, 2017, have been paid from the net proceeds of our Offering and DRP, which reduced the proceeds available for other purposes. To the extent we pay cash distributions, or a portion thereof, from sources other than cash flow from operations, we will have less capital available to invest in properties and other real estate-related assets, the book value per share may decline, and there will be no assurance that we will be able to sustain distributions at that level.

The financial covenants under our credit agreement may restrict our ability to make distributions and our operating and acquisition activities. If we breach the financial covenants we could be held in default under the credit agreement, which could accelerate our repayment date and materially adversely affect our liquidity and financial condition.

We entered into a credit agreement, as amended, for a ~~$110~~$350.0 million credit facility (the “Credit Facility”) consisting of a revolving credit facility providing initial revolving credit commitments in an aggregate amount of $200.0 million Revolving Credit ~~Facility.~~Facility and a term loan facility providing initial term loan commitments in an aggregate amount of $150.0 million (the “Term Loan”). The credit agreement provides us with the ability from time to time to increase the size of the Credit Facility, subject to certain conditions. Our performance of the obligations under the credit agreement, including the payment of any outstanding indebtedness, is secured by a minimum pool of ~~five~~ten unencumbered properties with an unencumbered pool value of ~~$110~~$200.0 million or above and by a guaranty by certain of our subsidiaries. As of ~~September 30, 2017,~~March 31, 2019, we have borrowed ~~$67.3~~$284.5 million of the ~~$110~~$350 million ~~available.~~available under the Credit Facility. Our availability under the Credit Facility was $65.5 million as of March 31, 2019.

The credit agreement requires compliance with certain financial covenants, including, among other conditions, a minimum tangible net worth requirement, restrictions on indebtedness, a distribution limitation and other material covenants. These covenants could inhibit our ability to make distributions to our stockholders and to pursue certain business initiatives or effect certain transactions that might otherwise be beneficial to us. For example, without lender consent, we may not declare and pay distributions or honor any redemption requests if any default under the agreement then exists or if distributions, excluding any distributions reinvested through our DRP, for the then-current quarter and the three immediately preceding quarters would exceed 95% of our ~~adjusted FFO, which is~~ FFO, excluding acquisition expenses, or “adjusted FFO,” for that period. For the fiscal quarter ended ~~September 30, 2017,~~March 31, 2019, distributions did not exceed 95% of our adjusted FFO.

The credit agreement also provides for several customary events of default, including, among other things, the failure to comply with our covenants and the failure to pay when amounts outstanding under the credit agreement become due. Declaration of a default by the lenders under the credit agreement could restrict our ability to borrow additional monies and could cause all amounts to become immediately due and payable, which would materially adversely affect our liquidity and financial condition.

~~If a tenant declares bankruptcy, we may be unable to collect balances due under relevant leases.~~

Any of our tenants or any guarantor of a tenant’s lease obligations could be subject to a bankruptcy proceeding in pursuit of Title 11 of the bankruptcy laws of the United States. A bankruptcy filing of our tenants or any guarantor of a tenant’s lease obligations would bar all efforts to collect pre-bankruptcy debts from these entities or their properties, unless we receive an enabling order from the bankruptcy court. Post-bankruptcy debts would be paid currently. If a lease is assumed, all pre-bankruptcy balances owing under it must be paid in full. If a lease is rejected by a tenant in bankruptcy, we would only have a general unsecured claim for damages. If a lease is rejected, it is unlikely we would receive any payments from the tenant because our claim is capped at the rent reserved under the lease, without acceleration, for the greater of one year or 15% of the remaining term of the lease, but not greater than three years, plus rent already due but unpaid. This claim could be paid only if the funds were available, and then only in the same percentages as that realized on other unsecured claims.

A tenant or lease guarantor bankruptcy could delay efforts to collect past due balances under the relevant leases, and could ultimately preclude full collection of these sums. A tenant or lease guarantor bankruptcy could cause a decrease or cessation of rental payments that would mean a reduction in our cash flow and the amount available for distributions to our stockholders. In the event of a

bankruptcy there can be no assurance that the tenant or its trustee will assume our lease. If a given lease or guaranty of a lease is not assumed, our cash flow and the amounts available for distributions to our stockholders may be adversely affected.

Our portfolio included three stores leased to Sports Authority, which filed for bankruptcy in 2016. Two of our three Sports Authority leases were rejected on June 30, 2016, and the third one was rejected July 29, 2016. The annualized rent and reimbursements under these leases would have totaled approximately $2.2 million. We are currently finalizing lease negotiations with a national discount clothing retailer for our Omaha, NE asset. In addition, we have signed a letter of intent with a regional fitness operator for our Mansfield, TX location. Lastly, we have a temporary tenant~~occupying space at our Lake St. Louis, MO~~ ~~asset while we continue to seek a quality replacement tenant for that space.~~

~~Investing in subordinated debt involves greater risks of loss than senior loans secured by the same properties.~~

We entered into mezzanine loan agreements pursuant to which we made a mezzanine financing commitment of approximately $5.4 million in the aggregate. We may continue to invest in mezzanine debt and other subordinated debt. These types of investments carry a higher degree of risk of loss than senior secured debt investments because in the event of default and foreclosure, holders of senior liens will be paid in full before subordinated investors and, depending on the value of the underlying collateral, there may not be sufficient assets to pay all or any part of amounts owed to subordinated investors. Moreover, mezzanine debt and other subordinated debt investments may have higher loan-to-value ratios than conventional senior lien financing, resulting in less equity in the collateral and increasing the risk of loss of principal. If a borrower defaults or declares bankruptcy, we may be subject to agreements restricting or eliminating our rights as a creditor, including rights to call a default, foreclose on collateral, accelerate maturity or control decisions made in bankruptcy proceedings. In addition, senior lenders may limit the amount or timing of interest and principal payments while the senior secured debt is outstanding.

During the period covered by this quarterly report, we did not sell any equity securities that were not registered under the Securities Act.

~~Under~~We adopted the SRP effective October 18, 2012, under which we are authorized to purchase shares from stockholders who purchased their shares from us or received their shares through a non-cash transfer and who have held their shares for at least one year, if requested, if we choose to purchase them. In the case of “exceptional repurchases,” the one year holding period does not apply. The SRP was amended and restated effective January 1, 2018 to change the processing of repurchase ~~them. Subject~~requests from a monthly to ~~funds being available,~~a quarterly basis to align with the move to quarterly distributions. On February 11, 2019, our board adopted a second amended and restated SRP (the “A&R SRP”), effective March 21, 2019.

Under the A&R SRP, we are authorized to make ordinary repurchases at a price equal to 80.0% of the “share price,” which is defined in the A&R SRP as an amount equal to the lesser of: (A) $25, as adjusted under certain circumstances, including, among other things, if the applicable shares were purchased from the Company at a discounted price; or (B) the most recently disclosed estimated value

per share. Prior to the amendment, we were authorized to make ordinary repurchases at a price ranging from 92.5% to 100% of the “share price.” In the case of “exceptional repurchases,” we may repurchase shares at a price equal to 100% of the “share price.”

The A&R SRP provides our board of directors with the discretion to reduce the funding limit for share repurchases. Prior to the amendment, the funding for ordinary repurchases was limited to the proceeds from the DRP during a particular quarter. The A&R SRP limits the dollar amount for any repurchases made by us each calendar quarter to an amount equal to a percentage determined in the sole discretion of our board on a quarterly basis that will not be less than 50% of the net proceeds from the DRP during the applicable quarter. For the quarter ended March 31, 2019, our board determined a funding limit equal to 50% of the net proceeds from the DRP for the quarter ended March 31, 2019. We continue to limit the number of shares repurchased during any calendar year to 5% of the number of shares outstanding aton December 31st of the previous calendar ~~year. Funding~~year, as adjusted for any stock splits or other combinations.

If either or both of the ~~SRP comes~~repurchase limitations prevent us from ~~proceeds~~repurchasing all of the shares offered for repurchase during a calendar quarter, we ~~receive from~~will repurchase shares, on a pro rata basis within each category below, in accordance with the ~~DRP. In~~repurchase limitations in the ~~case of~~following order: (a) first, all repurchases ~~made~~sought upon ~~the~~a stockholder’s death ~~of a stockholder~~ or qualifying disability ~~as defined~~and (b) second, all ordinary repurchases. The A&R SRP provides that a requesting party must own shares of at least $500 after giving effect to any repurchase by the Company. If a requesting party would fail to maintain this minimum balance after giving effect to any repurchase, we may, in our discretion, repurchase the ~~SRP, neither the one year holding period, the limit regarding funds available from the DRP nor~~remaining balance of shares which is less than $500, subject to the 5% share limit ~~applies.~~ described above.

The SRP will immediately terminate if our shares ~~become~~are listed ~~for trading~~ on aany national securities exchange. In addition, our board of directors, in its sole ~~direction,~~discretion, may ~~at any time,~~amend, suspend (in whole or in part), or terminate our SRP. In the event that we amend, suspend or terminate the ~~SRP.~~SRP, however, we will send stockholders notice of the change at least thirty days prior to the change, and we will disclose the change in a report filed with the Securities and Exchange Commission on either Form 8-K, Form 10-Q or Form 10-K, as appropriate. Further, our board reserves the right in its sole discretion, at any time, and from time to time to reject any requests for repurchases.

The table below outlines the shares we repurchased pursuant to our SRP during the three months ended ~~September 30, 2017.~~March 31, 2019.

The representations, warranties and covenants made by us in any agreement filed as an exhibit to this Form 10-Q are made solely for the benefit of the parties to the agreement, including, in some cases, for the purpose of allocating risk among the parties to the

agreement, and should not be deemed to be representations, warranties or covenants to, or with, you. Moreover, these representations, warranties and covenants should not be relied upon as accurately describing or reflecting the current state of our affairs.

The exhibits filed in response to Item 601 of Regulation S-K are listed on the Exhibit Index attached hereto and are incorporated herein by reference.

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.

Maryland	45-3079597
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2901 Butterfield Road, Oak Brook, Illinois	60523
(Address of principal executive offices)	(Zip Code)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	��☒	Smaller reporting company	☐
Emerging growth company	☒☐

		Page
	Part I - Financial Information
Item 1.	Financial Statements

	Consolidated Balance Sheets as of ~~September 30, 2017~~March 31, 2019 (unaudited) and December 31, ~~201~~20186	3

	Consolidated Statements of Operations and Comprehensive ~~Loss~~(Loss) Income for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018 (unaudited)	4

	Consolidated ~~Statement~~Statements of Equity for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and 2018 (unaudited)	5

	Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018 (unaudited)	6

	Notes to Consolidated Financial Statements (unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3330

Item 4.	Controls and Procedures	3431

	Part II - Other Information
Item 1.	Legal Proceedings	3431

Item 1A.	Risk Factors	3432

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3632

Item 3.	Defaults Upon Senior Securities	3733

Item 4.	Mine Safety Disclosures	3733

Item 5.	Other Information	3733

Item 6.	Exhibits	3733

Signatures		3936

	Nine Months Ended September 30,
	2017			2016
Supplemental disclosure of cash flow information:
In conjunction with the purchase of investment property, the Company acquired assets and assumed liabilities as follows:
Land	$	17,513		$	15,128
Building and improvements		41,793			53,849
Acquired in place lease intangibles		6,740			12,768
Acquired above market lease intangibles		8,645			1,080
Acquired below market lease intangibles		(4,590	)		(3,432	)
Assumed liabilities, net		(148	)		(359	)
Purchase of investment properties	$	69,953		$	79,034

Cash paid for interest	$	18,075		$	15,714

Supplemental schedule of non-cash investing and financing activities:

Distributions payable	$	4,395		$	4,318

	Three Months Ended March 31, 2019
Rental income - fixed payments	$	25,495
Rental income - variable payments (a)		6,719
Amortization of acquired market leases, net	208
Rental income	$	32,422

	March 31,
	2019		2018
Cash and cash equivalents	$	13,023	$	21,506
Restricted cash		1,001		4,648
Total cash, cash equivalents, and restricted cash	$	14,024	$	26,154


						Investment in unconsolidated entities
Entity	Company's Profit/Loss Allocation at September 30, 2017			Remaining Commitment		September 30, 2017		December 31, 2016
Mainstreet Texas Development Fund, LLC (“Mainstreet JV”) (a)		83	%	$	2,931	$	5,685	$	—
Oak Property Casualty, LLC ("Captive") (b)	n/a			$	—		—		126
						$	5,685	$	126

	Lease Payments
2019 (remainder of year)	$	69,772
2020		87,211
2021		81,620
2022		71,831
2023		60,319
Thereafter		196,840
Total	$	567,593

	Three Months Ended March 31,
Amortization recorded as amortization expense:	2019			2018
Acquired in-place lease value	$	4,841		$	5,071
Amortization recorded as a reduction to property operating expense:
Acquired above market ground lease	$	—		$	23
Amortization recorded as a (reduction) increase to rental income:
Acquired above market leases	$	(904	)	$	(1,030	)
Acquired below market leases		1,112			1,135
Net rental income increase	$	208		$	105

	Restricted Shares		Restricted Share Units			Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
Outstanding at December 31, 2018		3,224		1,201		$	100	$	100
Granted		—		25			1		—
Vested		—		(5	)		—		—
Converted		—		—			—		—
Forfeited		—		—			—		—
Outstanding at March 31, 2019		3,224		1,221		$	101	$	100

Level 1 −		Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

Level 2 −		Observable inputs, other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 −		Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

	Minimum Lease Payments
2017 (remainder of year)	$	23,284
2018		90,494
2019		83,513
2020		76,785
2021		71,135
Thereafter		294,128
Total	$	639,339

	Fair Value
	Level 1		Level 2			Level 3		Total
March 31, 2019
Interest rate swap agreements - Other assets	$	—	$	4,577		$	—	$	4,577
Interest rate swap agreements - Other liabilities	$	—	$	(3,738	)	$	—	$	(3,738	)
December 31, 2018
Interest rate swap agreements - Other assets	$	—	$	7,286		$	—	$	7,286
Interest rate swap agreements - Other liabilities	$	—	$	(1,926	)	$	—	$	(1,926	)

Uses		Sources
Short-term liquidity and capital needs such as:		•	Cash receipts from our tenants
•	Interest & principal payments on mortgage loans and Credit Facility	•	Sale of shares through the DRP
•	Property operating expenses	•	Proceeds from new or refinanced mortgage loans
•	General and administrative expenses	•	Borrowing on our Credit Facility
•	Distributions to stockholders	•	~~Interest on mezzanine loans~~Proceeds from sales of real estate
•	Fees payable to our Business Manager and Real Estate Manager
•	Repurchases of shares under the SRP
•	~~Payment of deferred investment property acquisition obligation~~
•	~~Commitments under joint venture agreements~~

Long-term liquidity and capital needs such as:
•	Acquisitions of real estate directly or through joint ventures
•	~~Payment of deferred investment property acquisition~~ ~~obligation~~
•	Interest & principal payments on mortgage loans and Credit Facility
•	Capital expenditures, tenant improvements and leasing commissions
•	Repurchases of shares under the SRP

					Distributions Paid (2)
Nine Months Ended September 30,	Distributions Declared		Distributions Declared Per Share (1)		Cash		Reinvested via DRP		Total		Cash Flows From Operations
2017	$	39,896	$	0.45	$	19,574	$	20,415	$	39,989	$	42,799
2016	$	39,156	$	0.45	$	18,315	$	20,920	$	39,235	$	30,228

					Distributions Paid (1)
Three Months Ended March 31,	Distributions Declared		Distributions Declared Per Share		Cash		Reinvested via DRP		Total		Cash Flows From Operations
2019	$	10,741	$	0.3018	$	6,461	$	5,463	$	11,924	$	10,567
2018	$	11,927	$	0.3350	$	2,283	$	2,254	$	4,537	$	11,842

	Number of Leases Signed		Gross Leasable Area		New Contractual Rent per Square Foot		Prior Contractual Rent per Square Foot		% Change over Prior Annualized Base Rent			Weighted Average Lease Term		Tenant Allowances per Square Foot
Comparable Renewal Leases		21		67,247	$	18.50	$	18.20		1.6	%		4.7	$	—
Comparable New Leases		2		4,330	$	31.80	$	30.24		5.1	%		8.3	$	35.00
Non-Comparable New and Renewal Leases (a)		9		48,730	$	14.33	N/A		N/A				6.3	$	11.31
Total		32		120,307

Period	Total Shares Requested to be Repurchased		Total Number of Shares Repurchased		Average Price Paid per Share		Amount of Shares Repurchased		Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs(1)		Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs
July 2017		263,967		263,967	$	8.86	$	2,337		263,967		3,420,102
August 2017		297,425		297,425	$	8.73		2,598		297,425		3,122,677
September 2017		210,072		210,072	$	8.80		1,850		210,072		2,912,605
Total		771,464		771,464	$	8.80	$	6,785		771,464

Exhibit No.		Description

3.1		Second Articles of Amendment and Restatement of Inland Real Estate Income Trust, Inc. (incorporated by reference to Exhibit 3.1 to Amendment No. 5 to the Registrant’s Form S-11 Registration Statement, as filed by the Registrant with the Securities and Exchange Commission on October 11, 2012 (file number 333-176775))

3.2		Inland Real Estate Income Trust, Inc. Articles of Amendment (Reverse Stock Split) (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, as filed by the Registrant with the Securities and Exchange Commission on January 16, 2018 (file number 000-55146))

3.3		Inland Real Estate Income Trust, Inc. Articles of Amendment (Par Value Decrease) (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, as filed by the Registrant with the Securities and Exchange Commission on January 16, 2018 (file number 000-55146))

3.4		Second Amended and Restated Bylaws of Inland Real Estate Income Trust, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, as filed by the Registrant with the Securities and Exchange Commission on August 13, 2015 (file number 000-55146))

4.1		Second Amended and Restated Share Repurchase Program, effective March 21, 2019 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, as filed by the Registrant with the Securities and Exchange Commission on February 15, 2019 (file number 000-55146))

10.1		Amended and Restated Business Management Agreement, dated as of February 11, 2019, by and between Inland Real Estate Income Trust, Inc. and IREIT Business Manager & Advisor, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, as filed by the Registrant with the Securities and Exchange Commission on February 15, 2019 (file number 000-55146))

31.1		Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2		Certification by Co-Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

~~31.3~~		~~Certification by Co-Principal~~Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1		Certification by Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

32.2		Certification by Co-Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

~~32.3~~		~~Certification by Co-Principal~~Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

101		The following financial information from our Quarterly Report on Form 10-Q for the period ended ~~September 30, 2017,~~March 31, 2019, filed with the Securities and Exchange Commission on ~~November 8, 2017~~May 15, 2019 is formatted in Extensible Business Reporting Language (“XBRL”): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations and Comprehensive ~~Loss;~~(Loss) Income; (iii) Consolidated ~~Statement~~Statements of Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements (tagged as blocks of text)

	INLAND REAL ESTATE INCOME TRUST, INC.

		/s/ Mitchell A. Sabshon
	By:	Mitchell A. Sabshon
		President and Chief Executive Officer (principal executive officer)
	Date:	~~November 8, 2017~~May 15, 2019

		/s/ Catherine L. Lynch
	By:	Catherine L. Lynch
		Chief Financial Officer and Treasurer (~~co-principal~~principal financial officer)
	Date:	~~November 8, 2017~~May 15, 2019

		~~/s/ David Z. Lichterman~~
	~~By:~~	~~David Z. Lichterman~~
		~~Vice President, Treasurer and~~ ~~Chief Accounting Officer~~ ~~(co-principal financial officer and~~ ~~principal accounting officer)~~
	~~Date:~~	~~November 8, 2017~~