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,~~August 9, 2021, there were ~~88,720,643~~36,129,906 shares of the registrant’s common stock, $.001 par value, outstanding.

September 30, 2017
(unaudited)

December 31,
2016

ASSETS

Assets:

Investment properties:

Land

$
279,723

$
262,210

Building and other improvements

1,016,190

971,021

Total

1,295,913

1,233,231

Less accumulated depreciation

(92,370
)

(62,631
)
Net investment properties

1,203,543

1,170,600

Cash and cash equivalents

10,874

10,861

Investment in unconsolidated entities

5,685

126

Accounts and rent receivable

12,934

11,671

Acquired lease intangible assets, net

145,680

150,108

Deferred costs, net

1,120

683

Other assets

11,068

13,511

Total assets

$
1,390,904

$
1,357,560

LIABILITIES AND EQUITY

Liabilities:

Mortgages and credit facility payable, net

$
681,164

$
606,025

Accounts payable and accrued expenses

11,539

7,270

Distributions payable

4,395

4,488

Acquired intangible liabilities, net

63,690

63,474

Deferred investment property acquisition obligations

1,553

6,856

Due to related parties

3,214

2,663

Other liabilities

11,449

12,330

Total liabilities

777,004

703,106

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

Accumulated distributions and net loss

(188,604
)

(140,417
)
Accumulated other comprehensive income

2,586

2,305

Total stockholders’ equity

613,900

654,454

Total liabilities and stockholders’ equity

$
1,390,904

$
1,357,560

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Income:
Rental income	$	29,372		$	26,176		$	59,372		$	56,876
Other property income		62			53			110			114
Total income		29,434			26,229			59,482			56,990

Expenses:
Property operating expenses		5,058			4,037			10,777			9,534
Real estate tax expense		3,678			3,784			7,348			7,422
General and administrative expenses		918			1,447			2,231			2,687
Business management fee		2,236			2,231			4,470			4,460
Depreciation and amortization		12,218			12,833			24,673			26,137
Total expenses		24,108			24,332			49,499			50,240

Other Income (Expense):
Interest expense		(5,801	)		(6,279	)		(11,843	)		(12,777	)
Interest and other income		29			69			86			93
Net loss	$	(446	)	$	(4,313	)	$	(1,774	)	$	(5,934	)

Net loss per common share, basic and diluted	$	(0.01	)	$	(0.12	)	$	(0.05	)	$	(0.16	)

Weighted average number of common shares outstanding, basic and diluted		36,022,933			36,020,150			36,022,652			36,019,771

Comprehensive income (loss):
Net loss	$	(446	)	$	(4,313	)	$	(1,774	)	$	(5,934	)
Unrealized (loss) gain on derivatives		(258	)		(1,930	)		903			(16,482	)
Reclassification adjustment for amounts included in net loss		1,843			1,570			3,707			1,973
Comprehensive income (loss)	$	1,139		$	(4,673	)	$	2,836		$	(20,443	)

Three Months Ended
September 30,

Nine Months Ended
September 30,

2017

2016

2017

2016

Income:

Rental income

$
24,640

$
23,831

$
74,312

$
69,937

Tenant recovery income

7,291

6,336

21,964

19,731

Other property income

179

736

352

909

Total income

32,110

30,903

96,628

90,577

Expenses:

Property operating expenses

5,519

5,195

16,390

15,592

Real estate tax expense

4,386

3,576

12,384

10,893

General and administrative expenses

875

1,245

3,397

3,958

Acquisition related costs

62

(413
)

1,262

421

Business management fee

2,311

2,190

6,871

6,421

Depreciation and amortization

15,492

14,442

46,391

45,158

Total expenses

28,645

26,235

86,695

82,443

Operating income

3,465

4,668

9,933

8,134

Interest expense

(6,361
)

(5,547
)

(18,316
)

(16,189
)
Interest and other income

20

18

72

360

Equity in earnings (losses) of unconsolidated entities

20

(100
)

20

193

Net loss

$
(2,856
)

$
(961
)

$
(8,291
)

$
(7,502
)

Net loss per common share, basic and diluted

$
(0.03
)

$
(0.01
)

$
(0.09
)

$
(0.09
)

Weighted average number of common shares outstanding, basic
and diluted

89,143,838

87,685,402

88,890,808

87,165,085

Comprehensive (loss) income:

Net loss

$
(2,856
)

$
(961
)

$
(8,291
)

$
(7,502
)
Unrealized (loss) gain on derivatives

(268
)

519

(1,721
)

(10,384
)
Reclassification adjustment for amounts included in net loss

507

1,077

2,002

3,039

Comprehensive (loss) income

$
(2,617
)

$
635

$
(8,010
)

$
(14,847
)

	Nine Months Ended September 30,						Six Months Ended June 30,
	2017			2016			2021			2020
Cash flows from operating activities:
Net loss	$	(8,291	)	$	(7,502	)	$	(1,774	)	$	(5,934	)

Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		46,391			45,158			24,673			26,137
Amortization of debt issuance costs and mortgage premiums, net		267			303			342			290
Amortization of acquired market leases, net		(1,069	)		(537	)		(334	)		(828	)
Amortization of equity based compensation		22			8
Amortization of equity-based compensation								32			31
Reduction in the carrying amount of the right-of-use-asset								224			235
Straight-line income, net		(1,276	)		(1,703	)		(266	)		(659	)
Equity in earnings of unconsolidated entities		(20	)		(193	)
Distributions from unconsolidated entity		146			—
Payment of leasing fees		(570	)		(249	)
Adjustment of contingent earnout liability		1,084			(1,643	)
Other non-cash adjustments		(35	)		(218	)		49			7
Changes in assets and liabilities:
Accounts payable and accrued expenses		4,041			2,276			(317	)		1,383
Accounts and rent receivable		608			(193	)		3,006			(4,391	)
Due to related parties		446			(5,680	)		(2,373	)		(2,260	)
Operating lease liability								178			167
Other liabilities		(222	)		(609	)		(59	)		(1,105	)
Other assets		1,277			1,010			317			303
Net cash flows provided by operating activities		42,799			30,228			23,698			13,376

Cash flows from investing activities:
Purchase of investment properties		(69,953	)		(79,034	)
Capital expenditures		(4,042	)		(7,696	)		(2,317	)		(2,479	)
Investment in unconsolidated joint ventures		(5,602	)		—
Other assets and restricted escrows		611			164
Net cash flows used in investing activities		(78,986	)		(86,566	)
Proceeds from sale of investment properties								—			37,255
Net cash flows (used in) provided by investing activities								(2,317	)		34,776

Cash flows from financing activities:
Payment of credit facility		(43,000	)		(135,000	)		(8,097	)		(43,022	)
Proceeds from credit facility		79,300			70,000			52,097			31,000
Proceeds from mortgages payable		39,180			147,957
Payment of mortgages payable		(164	)		(58,470	)		(63,806	)		(267	)
Proceeds from the distribution reinvestment plan		20,415			20,920			—			4,547
Shares repurchased		(12,683	)		(6,689	)		—			(2,405	)
Payment of offering costs		—			(201	)
Distributions paid		(39,989	)		(39,235	)		—			(10,841	)
Payment of deferred investment property acquisition obligations		(6,415	)		(8,838	)
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 financing activities								(19,806	)		(20,988	)

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 increase in cash, cash equivalents and restricted cash								1,575			27,164
Cash, cash equivalents and restricted cash, at beginning of the period								13,985			5,533
Cash, cash equivalents and restricted cash, at end of period							$	15,560		$	32,697

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,~~2020, which are included in the Company’s ~~2016~~2020 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~~is primarily focused on ~~acquiring~~owning retail ~~properties.~~properties and targets 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 have completed the sale of 15 properties, including the sale of 3 properties during January 2020, as further described in Note 4 – “Dispositions,” with the goal of redeploying capital into the acquisition of strategically located grocery-anchored centers. The Company plans to move toward a liquidity event in the future, market conditions permitting, most likely through a listing on a public securities exchange.

In connection with the Strategic Plan, the Company’s share repurchase program (as amended, the “SRP”) was amended and restated, effective March 21, 2019, 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. On March 3, 2020, the Company’s SRP was further amended and restated (the “Third A&R SRP”), which became effective on April 10, 2020, as further described below in Note 3 – “Equity”. The Strategic Plan may evolve or change over time. For example, the Company may decide to focus more on redeveloping existing properties relative to investing in new grocery-anchored centers, depending on such factors, including, but not limited to, market prices for its properties, availability of capital for redevelopment and construction costs. There is no assurance, particularly in light of the COVID-19 pandemic, that the Company will be able to successfully implement the Strategic Plan, including making strategic sales or purchases of properties or listing the Company’s common stock, within the timeframe we expected or would prefer or at all. We expect that no liquidity event will occur before the adverse effects of the COVID-19 pandemic on the economy and the retail commercial real estate market subside.

Due to the ~~Company.~~uncertainty surrounding the COVID-19 pandemic and the need to preserve cash for the payment of operating and other expenses, such as debt payments, the Company stopped paying distributions in the second quarter of 2020 and suspended its DRP and SRP. The suspension of the DRP was effective on June 6, 2020 and the suspension of the SRP was effective on June 26, 2020.

On March 5, 2021, 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, 2020; (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 distribution payment to stockholders upon resumption of distributions and the DRP until the Company announces a new Estimated Per Share NAV, and (iii) that, in accordance with the SRP, beginning with repurchases when the Company resumes the SRP and until the Company announces a new Estimated Per Share NAV, any shares accepted for ordinary repurchases and “exceptional repurchases” will be repurchased at 80% of the Estimated Per Share NAV.

On June 29, 2021, the Company announced the reinstatement, and lifting of the suspension, of its DRP. The effective date of the DRP reinstatement was July 22, 2021. The Company also announced the reinstatement and lifting of the suspension of its share repurchase program and its adoption of the fourth amendment and restatement of the program, with the first repurchase expected to occur on August 16, 2021. See Note 3 – “Equity” for additional details.

At ~~September~~June 30, ~~2017,~~2021, the Company owned 5944 retail properties, totaling ~~6,860,923~~6,470,962 square feet. The properties are located in 2421 states. At ~~September~~June 30, ~~2017,~~2021, the portfolio had a weighted average physical occupancy of ~~93.9%~~92.4% and economic occupancy of ~~94.9%~~93.0%. ~~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,~~2020, as filed with the Securities and Exchange Commission on March ~~15, 2017,~~18, 2021, 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~~six months ended ~~September~~June 30, ~~2017.~~2021, 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.

Currently, one of the most significant risks and uncertainties is the potential further adverse effect of the current pandemic of the novel coronavirus, or COVID-19. A number of our tenants had temporarily closed their stores and requested rent deferral or rent abatement during this pandemic. For amounts billed for the six months ended June 30, 2021, the Company collected over 98% of rent payments originally contracted for in the period as of August 1, 2021. Also, the Company’s deferred rent balance is $1,650 at June 30, 2021, which is significantly lower than the deferred rent balance of $4,457 at December 31, 2020 due primarily to collections during the six months ended June 30, 2021.

However, the extent to which the COVID-19 pandemic further impacts the Company’s operations and those of our tenants will depend on future developments, including the impact of the emergence of the Delta variant of COVID-19 in the U.S. The impact cannot be predicted with confidence, including the scope, severity and duration of the pandemic’s variants, the actions taken to contain the pandemic’s variants or mitigate their impact, and the direct and indirect economic effects of the pandemic’s variants and containment measures, among others.

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

The amendment is 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. For cash flow and net investment hedges existing at the date

of adoption, an entity should apply a cumulative-effect adjustment related to eliminating the separate measurement of ineffectiveness 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 on its consolidated financial statements and related disclosures.

~~In November 2016,~~March 2020, the FASB issued ASU ~~No. 2016-18,~~ ~~Statement~~2020-04, Reference Rate Reform (Topic 848). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the first quarter of ~~Cash Flows (Topic 230):~~ 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of the effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

In April 2020, the FASB issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of COVID-19. Under existing lease guidance, the Company would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated with the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A grants relief to entities, allowing them an election to not evaluate whether lease-related relief that lessors provide to mitigate the economic effects of COVID-19 on lessees is a lease modification under Topic 842, Leases. An entity that makes this election can then

elect whether to apply the modification guidance (i.e. assume the relief was always contemplated by the contract or assume the relief was not contemplated by the contract). Both lessees and lessors may make this election. The Company has elected to apply such relief and avail itself of the election to avoid performing a lease by lease analysis.

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 ~~described~~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 equivalents be included in beginning and ending-of-period reconciliation of cash shown on the 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~~reported 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.~~

~~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~~such amounts shown in the ~~statement~~Company’s consolidated statements 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).~~The new standard 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 classification will determine whether lease expense is recognized based on an effective interest method or 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. flows:

~~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.

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~~sold 33,534,022 shares of common stock generating gross proceeds of $834,399 from the Offering. As of ~~September~~June 30, ~~2017,~~2021, there were ~~88,919,975~~36,025,578 shares of common stock outstanding including ~~8,102,860~~5,574,215 shares issued through the ~~distribution reinvestment plan (“DRP”),~~DRP, net of ~~3,019,049~~3,092,634 shares repurchased through the ~~share repurchase program (“SRP”).~~

On March 29, 2017 the Company’s board of directors determined an estimated per share net asset value (the “Estimated Per Share NAV”) of the Company’s common stock 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 was established on April 7, 2016.SRP.

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~~

On June 29, 2021, the Company announced the reinstatement and lifting of the suspension of its DRP. The effective date of the DRP reinstatement was July 22, 2021.

There were ~~sold~~0 distributions reinvested through the DRP ~~at a price~~during the three months ended June 30, 2021 and 2020 due to the suspension 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.

discussed in Note 1 – “Organization.” Distributions reinvested through the DRP were ~~$20,415 and $20,920~~$4,547 for the ~~nine~~six months ended ~~September~~June 30, ~~2017 and 2016, respectively.~~2020. There were no distributions reinvested through the DRP during the six months ended June 30, 2021.

~~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. The SRP may be amended or terminated at the Company’s sole discretion. In the case of repurchases made upon the death of a stockholder or qualifying disability (“Exceptional Repurchases”), as defined in the SRP, the one year ~~if requested,~~holding period does not apply. On February 11, 2019, the Company’s board of directors adopted a second amended and restated SRP, effective March 21, 2019, which reduced the price the Company was authorized to make ordinary repurchases from a range of 92.5% to 100% of the “share price” down to 80% of the “share price.” The “share price” is defined in the second amended and restated SRP as an amount equal to the lesser of: (A) $25, as adjusted under certain circumstances, including, among other things, if the ~~Company chooses to purchase them. Subject to funds being available,~~applicable shares were purchased from the Company at a discounted price; or (B) the most recently disclosed estimated value per share. On March 3, 2020 the Company’s board of directors adopted the Third A&R SRP. Under the Third A&R SRP, the Company is authorized to make ordinary repurchases and Exceptional Repurchases at a price equal to 80.0% of the “share price,” which is defined in the

Third A&R SRP the same way as described above for the second amended and restated SRP. Prior to the amendment, the Company was authorized to make Exceptional Repurchases at a price equal to 100% of the “share price.”

The Third A&R SRP provides the Company’s board of directors with the discretion to set the funding limit for share repurchases. The Third 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. As the Company’s board of directors has not authorized distributions since December 2019, and there have been 0 distributions to reinvest through the DRP, there has been 0 net proceeds from the DRP available to fund the repurchase of shares by the Company through the SRP. See Note 1 – “Organization” for further discussion on the suspension of the SRP. The Company continues to limit the number of shares repurchased during any calendar year to 5% of the number of shares outstanding on December 31^st31st of the previous calendar ~~year. Funding~~year, as adjusted for any stock splits or other combinations.

On June 29, 2021, the Company announced the reinstatement and lifting of the suspension of its share repurchase program and its adoption of the fourth amendment and restatement of the program. The effective date of the SRP ~~comes from proceeds~~reinstatement and the ~~Company receives from~~Fourth Amended and Restated Share Repurchase Program (the “Fourth SRP”) is August 12, 2021.

Pursuant to the ~~DRP. In~~Fourth SRP, any written request for treatment as an Exceptional Repurchase due to the ~~case of repurchases made upon the~~ death ~~of a stockholder~~ or qualifying disability of an owner that occurred between June 1, 2019 and May 31, 2020 (inclusive) will be timely received by the Company no later than January 31, 2022, and any written request for treatment as ~~defined~~an Exceptional Repurchase due to the death or qualifying disability of an owner that occurred between June 1, 2020 and July 31, 2021, (inclusive) will be timely received if received by the Company no later than July 31, 2022.

The first repurchase under the SRP following its reinstatement, subject to the funding limit and the other terms and conditions of the SRP, will be on August 16, 2021.

If either or both of the aforementioned funding or 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 of the following categories up to the repurchase limitations in the ~~SRP, neither the one year holding period, the limit regarding funds available from the DRP nor the 5% limit applies.~~ following order: (a) first, all Exceptional Repurchases 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,~~discretion, 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~~0 and ~~$7,057~~$25 for the ~~nine~~three months ended ~~September~~June 30, ~~2017~~2021 and ~~2016,~~2020, respectively. ~~At September~~Repurchases through the SRP were 0 and $127 for the six months ended June 30, ~~2017~~2021 and ~~December 31, 2016, the Company’s~~2020, respectively. There was 0 liability related to the SRP ~~was $1,850 and $1,448, respectively, recorded in other liabilities~~at June 30, 2021 or December 31, 2020 due to the suspension of the SRP. See Note 1 – “Organization” for further discussion on the ~~Company’s consolidated balance sheets.~~suspension of the SRP.

~~During~~In connection with the ~~nine months ended September 30, 2017,~~Strategic Plan, the Company ~~through~~sold 3 properties in January 2020. The Company collected proceeds of $37,255 net of selling costs upon completion of the three sales.

The Company is lessor under approximately 700 retail operating leases. The remaining lease terms for the Company’s leases range from less than one year to 16 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 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.

Most of the revenue from the Company’s ~~credit facility (the “Credit Facility”).~~properties consists of rents received under long-term operating leases. Most leases require the tenant to pay fixed base rent paid monthly in advance, and to reimburse the Company for the tenant’s pro rata 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.

~~The above acquisitions were accounted~~Certain other tenants are subject to net leases which provide that the tenant is responsible for fixed base rent as ~~asset acquisitions. For the three months ended September 30, 2017, the Company incurred $202 of total acquisition~~well as all costs and ~~fees, $140 of which~~expenses associated with occupancy. Under net leases where all expenses are ~~capitalized as~~paid directly by the ~~acquisition of net investment properties in~~tenant rather than the ~~accompanying consolidated balance sheets. For the three months ended September 30, 2017, $62 of acquisition and dead deal costs~~landlord, such expenses are not included in acquisition related costs in the accompanying consolidated statements of operations and comprehensive loss. For the nine months ended September 30, 2017, the Company incurred $2,721 of total acquisition costs and fees, $1,459 of which are capitalized as 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 as of the acquisition dateincome (loss). Under leases where all expenses are ~~as follows:~~

The Company analyzes its joint venture agreements to determine whether the joint ventures are variable interest entities and, if so, whether the Company is the primary beneficiary by analyzing whether it has both the power to direct the joint ventures’ significant

economic activities and the obligation to absorb potentially significant losses or receive potentially significant benefits. Accordingly, the Company has determined that the joint venture partners have the ability to participate in major decisions, which equates to shared decision making but that the Company does not have a controlling financial interest. Therefore, these joint ventures are not consolidatedpaid by the Company, ~~and~~subject to reimbursement by the ~~equity method~~tenant, the expenses are included within property operating expenses. As of ~~accounting is used to account for these investments. Under~~January 1, 2019, the ~~equity method of accounting, the net equity investment of~~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 combined lease component and ~~the Company's share of net~~reimbursements for insurance and taxes are reported as rental income ~~or loss from the unconsolidated entity are reflected in the consolidated balance sheets and~~on the consolidated statements of operations and comprehensive ~~loss. The following table summarizes~~income (loss).

Rental income related to the ~~Company’s joint ventures:~~Company's operating leases is comprised of the following:

The Company continues to monitor the impact of the COVID-19 pandemic on the collectability of lease obligations. As of June 30, 2021, the Company’s accounts and rent receivable, net balance was $19,110, which is net of an allowance for bad debts of $2,723 and includes $1,650 of deferred rent receivable related to COVID-19 agreements negotiated with tenants. Such agreements generally allow tenants to defer the payment of a portion of rent with no substantive changes to the consideration in the original lease. Consistent with the guidance in the Lease Modification Q&A issued by the FASB, such deferrals affect the timing, but not the amount, of the lease obligations. The Company is accounting for these deferrals as if no changes to the lease were made. Under this accounting, the Company increases its rent receivable as tenant obligations accrue and continues to recognize rental income.

The following table summarizes the Company’s identified intangible assets and liabilities as of ~~September~~June 30, ~~2017~~2021 and December 31, ~~2016:~~2020:

	September 30, 2017			December 31, 2016			June 30, 2021			December 31, 2020
Intangible assets:
Acquired in place lease value	$	166,419		$	159,679
Acquired in-place lease value							$	156,918		$	156,918
Acquired above market lease value		45,824			37,179			45,742			45,742
Accumulated amortization		(66,563	)		(46,750	)		(137,997	)		(131,121	)
Acquired lease intangibles, net	$	145,680		$	150,108		$	64,663		$	71,539
Intangible liabilities:
Acquired below market lease value	$	71,551		$	66,962		$	70,260		$	70,260
Above market ground lease		5,169			5,169
Accumulated amortization		(13,030	)		(8,657	)		(30,410	)		(28,602	)
Acquired intangible liabilities, net	$	63,690		$	63,474
Acquired below market lease intangibles, net							$	39,850		$	41,658

As of September 30, 2017, the weighted average amortization periods for acquired in place lease, above market lease intangibles, below market lease intangibles and above market ground leases are 10, 14, 19 and 55 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 ~~acquired above market ground lease is amortized on a straight-line basis as an adjustment to property operating expense over the term of the lease and includes renewal periods. 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 to customer relationship value.~~

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

													Three Months Ended June 30,						Six Months Ended June 30,
	Three Months Ended September 30,						Nine Months Ended September 30,						2021			2020			2021			2020
Amortization recorded as amortization expense:	2017			2016			2017			2016
Acquired in place lease value	$	5,640		$	5,455		$	16,508		$	18,430
Amortization recorded as a reduction to property operating expense:
Above market ground lease	$	(23	)	$	(23	)	$	(70	)	$	(70	)
Acquired in-place lease value													$	2,650		$	3,305		$	5,402		$	7,033
Amortization recorded as a (reduction) increase to rental income:
Acquired above market leases	$	(1,212	)	$	(997	)	$	(3,304	)	$	(3,368	)	$	(736	)	$	(746	)	$	(1,474	)	$	(1,529	)
Acquired below market leases		1,187			1,322			4,303			3,835			900			979			1,808			2,357
Net rental income increase	$	(25	)	$	325		$	999		$	467		$	164		$	233		$	334		$	828

Estimated amortization of the respective intangible lease assets and liabilities as of ~~September~~June 30, ~~2017~~2021 for each of the five succeeding years and thereafter is as follows:

As of ~~September~~June 30, ~~2017~~2021 and December 31, ~~2016,~~2020, the Company had the following mortgages and credit facility payable:

	September 30, 2017						December 31, 2016						June 30, 2021						December 31, 2020
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	%	$	138,433			4.04	%	$	163,738			4.25	%
Variable rate mortgages payable with swap agreements		383,517			3.49	%		354,488			3.42	%		213,094			3.40	%		251,595			3.33	%
Variable rate mortgages payable		54,153			3.03	%		44,003			2.50	%
Variable rate mortgages payable without swap agreements														684			1.69	%		684			1.75	%
Mortgages payable	$	615,851			3.69	%	$	576,836			3.62	%	$	352,211			3.65	%	$	416,017			3.69	%
Credit facility payable		67,300			2.94	%		31,000			2.26	%		259,000			3.28	%		215,000			3.89	%
Total debt before unamortized mortgage premiums and debt issuance costs including impact of interest rate swaps	$	683,151			3.61	%	$	607,836			3.55	%	$	611,211			3.49	%	$	631,017			3.76	%
Add: Unamortized mortgage premiums		2,481						3,080						115						419
Less: Unamortized debt issuance costs		(4,468	)					(4,891	)					(2,072	)					(2,718	)
Total debt	$	681,164					$	606,025					$	609,254					$	628,718

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~~$611,211 and ~~$607,836~~$631,017 as of ~~September~~June 30, ~~2017~~2021 and December 31, ~~2016,~~2020, respectively, and its estimated fair value was ~~$672,788~~$605,041 and ~~$595,404~~$625,751 as of ~~September~~June 30, ~~2017~~2021 and December 31, ~~2016,~~2020, respectively.

As of ~~September~~June 30, ~~2017,~~2021, scheduled principal payments and maturities on the Company’s debt were as follows:

The Company’s credit facility (the “Credit Facility”) consists 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”) and has an accordion feature that allows for an increase in available borrowings up to ~~$400,000,~~$700,000, subject to certain conditions. ~~The~~

At June 30, 2021, the Company had $109,000 outstanding under the Revolving Credit Facility ~~matures on September~~and $150,000 outstanding under the Term Loan. At June 30, ~~2019, and the Company has a~~ ~~one~~ ~~year extension option which it may exercise as long as certain conditions are met.~~

~~At September 30, 2017,~~2021 the interest rate on the Revolving Credit Facility and the Term Loan was ~~2.94%.~~1.90% 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 under the Company’s control. The Term Loan matures on August 1, 2023. As of ~~September~~June 30, ~~2017,~~2021, the Company had ~~$42,700~~a maximum amount of $91,000 available for borrowing under the Revolving Credit Facility, subject to the terms and conditions, including compliance with the covenants which could further limit the amount available, of the Amended and Restated Credit Agreement that governs the 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 June 30, 2021, there were 27 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~~On September 29, 2020, the Company entered into a first amendment to the Company’s Amended and Restated Credit Agreement dated as of August 1, 2018 with KeyBank National Association individually and as administrative agent, KeyBanc Capital Markets Inc., PNC Capital Markets LLC and Merrill Lynch Pierce, Fenner & Smith Incorporated (now BofA Securities, Inc.) as joint lead arrangers, and other lenders from time to time parties to the agreement. This amendment provided a waiver of the minimum tangible net worth requirement for three consecutive quarters beginning with the quarter ended September 30, 2020. In exchange, our leverage ratio may be increased only to 62.5% (formerly 65%) for two consecutive fiscal quarters two times prior to the facility termination date, the Company was restricted, during this waiver period, from making any share repurchases or distributions without lender approval, a LIBOR floor of 25 basis points will remain in effect for the remainder of the term, and the Company paid a set fee to the arranging bank and all the participating lenders. As of June 30, 2021, the Company is in compliance with all financial covenants related to the Credit ~~Facility.~~Facility as amended.

The mortgage loans require compliance with certain covenants, such as debt service ratios, investment restrictions and distribution limitations. As of ~~September~~June 30, ~~2017,~~2021, the Company was current on all of ~~the~~its debt service payments and except for two mortgage loans with aggregate unpaid principal balances of $73,550 that have covenant violations which only required cash maintenance accounts be established for their two mortgaged properties, all other mortgage loans were in compliance with ~~all~~their financial covenants. All of the Company’s mortgage loans are secured by first mortgages on the respective real estate assets. As of ~~September~~June 30, ~~2017,~~2021, the weighted average years to maturity for the Company’s mortgages payable was ~~approximately 4.7~~2.6 years. For mortgage loans maturing in the next twelve months, the Company intends to either refinance such mortgage loans or repay such mortgage loans with cash on hand or use proceeds available under the Revolving Credit Facility.

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.

~~(Unaudited, dollar amounts in thousands, except per share amounts)~~ – "Fair Value Measurements" for further information.

The following table summarizes the Company’s interest rate swap contracts outstanding as of ~~September~~June 30, ~~2017.~~2021.

Date
Entered

Effective
Date

Maturity
Date

Pay
Fixed
Rate (a)

Notional
Amount

Fair Value at
September 30,
2017

Assets

April 7, 2015

April 7, 2015

April 7, 2022

1.74
%

$
49,400

$
235

July 8, 2015

August 1, 2015

May 22, 2019

1.43
%

1,426

3

October 2, 2015

November 1, 2015

November 1, 2022

1.79
%

13,100

66

January 25, 2016

February 1, 2016

February 1, 2021

1.40
%

38,000

446

June 7, 2016

July 1, 2016

July 1, 2023

1.42
%

43,680

1,238

July 21, 2016

August 1, 2016

August 1, 2023

1.30
%

47,550

1,716

August 29, 2016

October 21, 2016

December 15, 2019

1.07
%

10,837

137

$
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
)

$
179,524

$
(1,207
)

Date Entered	Effective Date	Maturity Date	Pay Fixed Rate (a)			Notional Amount		Fair Value at June 30, 2021
Liabilities
February 11, 2015	March 2, 2015	March 1, 2022		2.02	%		6,114		(78	)
April 7, 2015	April 7, 2015	April 7, 2022		1.74	%		48,250		(600	)
September 17, 2015	September 17, 2015	September 17, 2022		1.90	%		13,700		(294	)
October 2, 2015	November 1, 2015	November 1, 2022		1.79	%		13,100		(288	)
December 23, 2015	December 23, 2015	January 2, 2026		2.30	%		26,000		(1,762	)
June 7, 2016	July 1, 2016	July 1, 2023		1.42	%		43,680		(1,016	)
July 21, 2016	August 1, 2016	August 1, 2023		1.30	%		47,550		(1,009	)
June 5, 2017	May 31, 2017	May 15, 2022		1.90	%		14,700		(230	)
August 23, 2018	September 4, 2018	August 1, 2023		2.73	%		60,000		(3,071	)
August 23, 2018	September 4, 2018	August 1, 2023		2.74	%		25,000		(1,280	)
August 23, 2018	September 4, 2018	August 1, 2023		2.74	%		25,000		(1,282	)
August 23, 2018	September 4, 2018	August 1, 2023		2.73	%		40,000		(2,048	)
						$	363,094	$	(12,958	)

(a) Receive floating rate index based upon ~~1 month~~one-month LIBOR. At ~~September~~June 30, ~~2017,~~2021, the ~~1 month~~one-month LIBOR was ~~1.23%~~0.10%.

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 and December 31, 2016, respectively.

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 change in fair value, if any, is recognized directly in earnings. The table below presents the effect of the Company’s derivative financial instruments on the consolidated statements of operations and comprehensive ~~loss~~income (loss) for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016.~~2020.

	Three Months Ended September 30,					Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
Derivatives in Cash Flow Hedging Relationships	2017			2016		2017			2016			2021			2020			2021		2020
Effective portion of derivatives	$	(268	)	$	519	$	(1,721	)	$	(10,384	)	$	(258	)	$	(1,930	)	$	903	$	(16,482	)
Reclassification adjustment for amounts included in net gain or loss (effective portion)	$	507		$	1,077	$	2,002		$	3,039		$	1,843		$	1,570		$	3,707	$	1,973
Ineffective portion of derivatives	$	(1	)	$	38	$	12		$	215

The total amount of interest expense presented on the consolidated statements of operations and comprehensive income (loss) was $5,801 and $6,279, for the three months ended June 30, 2021 and 2020, respectively. The total amount of interest expense presented on the consolidated statements of operations and comprehensive income (loss) was $11,843 and $12,777 for the six months ended June 30, 2021 and 2020, respectively. The location of the net gain or loss reclassified into income from accumulated other comprehensive income (loss) is reported in interest expense on the consolidated statements of operations and comprehensive income (loss). The amount that is expected to be reclassified from accumulated other comprehensive income (loss) into income in the next twelve months is ~~approximately $1,053.~~$7,007.

~~The~~In 2020, due to the uncertainty surrounding the COVID-19 pandemic and the need to preserve cash for the payment of operating and other expenses, during the second quarter the Company’s board of directors rescinded the distribution that was declared in the first quarter of 2020, and the Company ~~currently pays~~did 0t declare any additional distributions ~~based on daily~~until June 29, 2021, when the Company declared a distribution to stockholders of record ~~dates, payable~~as of June 30, 2021 in ~~arrears~~ the ~~following month, equal to a daily~~ amount of ~~$0.001643836~~$0.135600 per share, ~~which equates to $0.60 per share per year, based upon a 365-day year.~~ that will be paid on or about July 26, 2021.

The table below presents the distributions paid, declared and ~~declared~~rescinded during the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016.~~

	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,					Six Months Ended June 30,
	2017		2016		2017		2016		2021		2020			2021		2020
Distributions paid(1)	$	13,482	$	13,207	$	39,989	$	39,235	$	—	$	—		$		$	10,841
Distributions declared(2)	$	13,484	$	13,227	$	39,896	$	39,156	$	4,886	$	—		$	4,886	$	8,173
Distributions rescinded (2)									$	—	$	(8,173	)	$	—	$	(8,173	)

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~~six months ended ~~September~~June 30, ~~2017, 2,087~~2021, 4,791 shares and ~~2,751~~4,303 shares, respectively, were excluded from the computation of diluted EPS, because they would have been antidilutive. As a result of the ~~Company also had a~~ net loss in the three and ~~nine~~six months ended ~~September~~June 30, ~~2016, 565~~2020, 6,892 shares and ~~2,669~~6,667 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~~are issued to non-employee directors as compensation. Each restricted share and restricted share unit ~~entitle~~entitles the holder to receive ~~one~~1 common share when it vests. Restricted shares ~~and~~ ~~restricted~~ ~~share~~ ~~units~~ are included in common stock outstanding on the date of vesting. Restricted share units are included in common stock outstanding on the date they are transferred to the non-employee director or their beneficiary. 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$14 and ~~$22,~~$32, in the aggregate, for the three and ~~nine~~six months ended ~~September~~June 30, 2017, respectively. Compensation expense associated with the restricted shares 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, 2016,2021, respectively. As of ~~September~~June 30, ~~2017,~~2021, the Company had ~~$44~~$35 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. The total fair value at the vesting date for restricted shares and restricted share units that vested during both the three and six months ended June 30, 2021 was $54. The total fair value at the vesting date for restricted shares and restricted share units that vested during both the three and six months ended June 30, 2020 was $46.

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

The Company has ~~one~~1 reportable segment as defined by U.S. GAAP, retail real estate, for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016.~~2020.

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~~six months ended ~~September~~June 30, ~~2017 and 2016.~~2020. 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 June 30,				Six Months Ended June 30,				Unpaid amounts as of
		2017		2016		2017		2016		September 30, 2017		December 31, 2016			2021		2020		2021		2020		June 30, 2021		December 31, 2020
General and administrative reimbursements	(a)	$	345	$	633	$	1,319	$	1,406	$	553	$	274	(a)	$	403	$	461	$	712	$	790	$	232	$	237

Acquisition related costs		$	54	$	49	$	273	$	251	$	8	$	88
Acquisition fees			180		—		1,216		1,327		179		—
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	$	—	$	—		$	1,153	$	784	$	2,389	$	1,869	$	431	$	387
Property operating expenses																322		423		672		766		—		178
Construction management fees			45		46		98		78		62		53			5		5		5		9		5		4
Leasing fees			51		65		143		144		101		89			68		23		129		106		71		77
Total real estate management related costs	(c)	$	1,274	$	1,290	$	3,879	$	3,577	$	163	$	142	(b)	$	1,548	$	1,235	$	3,195	$	2,750	$	507	$	646

Business management fees	(d)	$	2,311	$	2,190	$	6,871	$	6,421	$	2,311	$	2,159	(c)	$	2,236	$	2,231	$	4,470	$	4,460	$	2,236	$	4,465

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~~June 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 in advance, and to reimburse the Company for the tenant’s pro rata 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.hierarchy.

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.

~~Distributions~~In connection with the preparation of its financial statements, the Company has evaluated events that occurred subsequent to June 30, 2021 through the date on which these financial statements were issued to determine whether any of these events required disclosure in the financial statements.

~~The Company’s board~~Repayment of ~~directors declared monthly distributions payable to stockholders of record each day beginning~~Mortgage

On July 6, 2021, the Company drew $8,000 on the ~~close~~Revolving Credit Facility and used cash on hand to repay indebtedness secured by a mortgage on the Fairgrounds Crossing property with an outstanding principal balance of ~~business~~$13,453.

NaN of the Company’s mortgage loans, on ~~October~~Marketplace at Tech Center and Coastal North Town Center, respectively, each have covenants that require the Company to calculate an assumed debt service coverage ratio (the “Assumed DSCR”) within 30 days of August 1, ~~2017 through~~2021 and to promptly thereafter make principal paydowns or deposit additional collateral to achieve a minimum Assumed DSCR of at least 0.975 to 1.00. The minimum assumed debt service coverage ratio is calculated by dividing (1) adjusted net cash flow

by (2) the ~~close~~aggregate principal and interest projected to be due and payable over the twelve month period subsequent to the date of ~~business on December 31, 2017. Through that date, distributions were declared in a daily amount~~calculation based upon an imputed interest rate equal to ~~$0.001643836 per share, which equates~~ten percent (10%). The Company expects to ~~$0.60 per share per year, based upon~~pay a ~~365-day year. Distributions were paid monthly in arrears as follows:~~

combined total of approximately $15,000 to achieve the minimum Assumed DSCR at the two properties. The Company intends to finance these principal paydowns by drawing on the Credit Facility.

Item 2. Management’s Discussion and Analysis ofof 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, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, as filed with the Securities and Exchange Commission on May 11, 2021 and in our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2020, as filed with the Securities and Exchange Commission on March ~~15, 2017, and factors described~~18, 2021, some of which are summarized 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~~six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016~~2020 and as of ~~September~~June 30, ~~2017~~2021 and December 31, ~~2016.~~2020. 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~~routinely post important information about us 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~~business, including financial and ~~growing secondary markets throughout the United States. The portfolio properties have staggered lease maturity dates~~other information for investors, on our website. We encourage investors to visit our website at inland-investments.com/inland-income-trust from time to time, as information is updated and ~~anchor tenants generally with strong credit ratings.~~new information is posted.

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 haveare primarily focused on ~~acquiring~~owning retail ~~properties.~~properties and have targeted 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.

~~Recent Acquisition~~ ~~- We acquired one investment property~~On March 5, 2021, our board of directors determined an estimated per share net asset value of our common stock of $18.08 as of December 31, 2020. At June 30, 2021, we had total assets of $1.2 billion on our balance sheet and owned 44 properties located in ~~July, 2017 for approximately $3.7 million. Coastal North Town Center – Phase II~~21 states containing 6.5 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 June 30, 2021, 86% of our annualized base rental income was generated from grocery-anchored or grocery shadow-anchored shopping centers. A grocery shadow-anchored shopping center is a ~~6,588 square foot retail property~~shopping center which we own that is located near a grocery store that we do not own but that generates traffic for our shopping center. The portfolio properties have staggered lease maturity dates. Grocery tenants accounted for 15% of our annualized base rent (“ABR”) as of June 30, 2021.

We continue to monitor the impact of the novel coronavirus (“COVID-19”) pandemic on all aspects of our business and locations, including how it is impacting our tenants and vendors. The Company’s deferrals, modifications and rent abatements have proven effective helping our tenants endure the economic impacts of the pandemic. As of June 30, 2021, our deferred rent balance was $1.6 million, down from $4.5 million at December 31, 2020 due primarily to collections during the six months ended June 30, 2021. We recognized bad debt recoveries of $1.1 million in ~~Myrtle Beach, South Carolina. We financed~~ the ~~acquisition with proceeds~~six months ended June 30, 2021, based on favorable trends in collections from our ~~credit facility (the “Credit Facility”).~~tenants impacted by the pandemic. As of June 30, 2021, we are not aware of any of our tenants being in bankruptcy. See Note 5 – “Leases” for additional information.

~~Mainstreet JV~~ ~~- In August 2017,~~However, we ~~entered into, through a wholly owned taxable REIT subsidiary, a joint venture agreement~~are unable to predict with ~~a third party developer~~certainty the future impact that the COVID-19 pandemic will have on our financial condition, results of operations and cash flows due to numerous uncertainties, including the effects of the emergence and potential and actual spreading of the Delta variant of COVID-19 in the U.S.

We rely on the Business Manager to manage our day-to-day operations. Though many people have been able to work remotely effectively, the business and operations of our Business Manager and its affiliates may also be adversely impacted by further coronavirus outbreaks, including illness or quarantine of members of its workforce, which may negatively impact on its ability to ~~develop~~provide us services to the same degree as it had prior to the outbreak.

For further information regarding the potential impact of COVID-19 on the Company, see Part II, Item 1A titled “Risk Factors.”

On February 11, 2019, our board of directors approved a strategic plan with the goal of providing a future liquidity to investors and creating long-term stockholder value. The strategic plan has centered around owning a portfolio of 100% grocery-anchored properties with lower exposure to big box retailers. As part of this strategy, our management team continually evaluates possibilities for the opportunistic sale of certain assets with the goal of redeploying capital into the acquisition of strategically located grocery-anchored centers. Of the Company’s 841 leased spaces, there are 112 occupied non-grocery big box (anchor spaces of at least 10,000 square feet) and three ~~transitional care/rapid recovery~~vacant big box spaces in the portfolio as of July 31, 2021. We plan to move toward a liquidity event in the future, market conditions permitting, most likely through a listing on a public securities exchange. As part of the strategic plan, we preliminarily identified a select number of properties we would consider selling and marketed them. As further described in Note 4 – “Dispositions”, we completed the sale of three of the selected properties in the first quarter of 2020. We are not actively marketing any properties as of the date of this quarterly report on Form 10-Q. The strategic plan may evolve or change over time. For example, we may decide to focus more on redeveloping existing properties relative to investing in new grocery-anchored centers, ~~in Texas which~~depending on such factors, including, but not limited to, market prices for our properties, availability of capital for redevelopment and construction costs. There is no assurance we will be ~~licensed skilled nursing facilities. Our aggregate equity commitment is approximately $8.5 million, excluding costs~~able to successfully implement the strategic plan, including making strategic sales or purchases of properties or listing our common stock, 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~~believe that no liquidity event or strategic sales will occur before the adverse effects 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 drawCOVID-19 pandemic on the ~~mezzanine loans from time to time in connection with~~economy and 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 our equity commitment to the joint venture. At September 30, 2017, we have not loaned any funds related to 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. retail commercial real estate market subside.

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

	As of September 30, 2017			As of June 30, 2021
Number of properties	59			44
Purchase price	$	1,412,841		$	1,346,514
Total square footage		6,860,923			6,470,962
Weighted average physical occupancy		93.9	%		92.4	%
Weighted average economic occupancy		94.9	%		93.0	%
Weighted average remaining lease term (years)		6.5			4.7

The table below presents information for each of our investment properties as of ~~September~~June 30, ~~2017.~~2021.

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	%
Newington Fair (a)	Newington, CT		186,205		100.0	%		100.0	%		—		—		Newington, CT		186,205		100.0	%		100.0	%		—		—
Wedgewood Commons	Olive Branch, MS		159,258		98.1	%		98.1	%		15,260		3.14	%
Park Avenue	Little Rock, AR		79,131		66.7	%		100.0	%		14,062		3.75	%
North Hills Square	Coral Springs, FL		63,829		98.1	%		98.1	%		5,525		4.02	%
Mansfield Shopping Center	Mansfield, TX		148,529		69.4	%		69.4	%		14,200		3.90	%
Lakeside Crossing	Lynchburg, VA		67,034		97.0	%		97.0	%		9,910		3.87	%
MidTowne Shopping Center	Little Rock, AR		126,288		88.6	%		88.6	%		20,725		4.06	%
Dogwood Festival	Flowood, MS		187,610		89.4	%		89.4	%		24,352		3.60	%
Pick N Save Center	West Bend, WI		86,900		92.8	%		92.8	%		9,561		3.54	%
Wedgewood Commons (a)															Olive Branch, MS		159,258		98.0	%		98.0	%		—		—
Park Avenue (a)															Little Rock, AR		79,131		66.7	%		89.9	%		—		—
North Hills Square (a)															Coral Springs, FL		63,829		97.5	%		97.5	%		—		—
Mansfield Shopping Center (a)															Mansfield, TX		148,529		95.0	%		95.0	%		—		—
Lakeside Crossing (a)															Lynchburg, VA		67,034		100.0	%		100.0	%		—		—
MidTowne Shopping Center (a)															Little Rock, AR		126,288		82.9	%		82.9	%		—		—
Dogwood Festival (a)															Flowood, MS		187,610		80.7	%		80.7	%		—		—
Pick N Save Center (a)															West Bend, WI		94,446		100.0	%		100.0	%		—		—
Harris Plaza (a)	Layton, UT		123,890		81.6	%		81.6	%		—		—		Layton, UT		125,965		69.5	%		69.5	%		—		—
Dixie Valley	Louisville, KY		119,981		92.4	%		92.4	%		6,798		3.54	%	Louisville, KY		119,981		92.5	%		92.5	%		6,798		3.43	%
The Landings at Ocean Isle (a)	Ocean Isle, NC		53,203		92.2	%		92.2	%		—		—		Ocean Isle, NC		53,203		97.6	%		97.6	%		—		—
Shoppes at Prairie Ridge	Pleasant Prairie, WI		232,606		96.8	%		96.8	%		15,591		2.99	%
Shoppes at Prairie Ridge (a)															Pleasant Prairie, WI		232,606		97.9	%		97.9	%		—		—
Harvest Square	Harvest, AL		70,590		91.2	%		91.2	%		6,732		4.65	%	Harvest, AL		70,590		92.1	%		92.1	%		6,309		4.65	%
Heritage Square	Conyers, GA		22,385		93.4	%		93.4	%		4,460		5.10	%	Conyers, GA		22,510		95.8	%		95.8	%		—		—
The Shoppes at Branson Hills	Branson, MO		256,329		91.8	%		91.8	%		26,520		3.69	%
Branson Hills Plaza	Branson, MO		210,201		100.0	%		100.0	%		—		—
The Shoppes at Branson Hills (a)															Branson, MO		256,329		86.6	%		86.6	%		—		—
Branson Hills Plaza (a)															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	Neenah, WI		171,121		98.1	%		98.1	%		10,836		2.92	%
Fox Point Plaza (a)															Neenah, WI		171,121		87.6	%		87.6	%		—		—
Shoppes at Lake Park (a)	W. Valley City, UT		52,997		100.0	%		100.0	%		—		—		W. Valley City, UT		52,997		86.7	%		86.7	%		—		—
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		98.3	%		98.3	%		13,100		3.24	%
Eastside Junction	Athens, AL		79,700		85.7	%		85.7	%		6,247		4.60	%	Athens, AL		79,675		85.7	%		85.7	%		5,862		4.60	%
Fairgrounds Crossing	Hot Springs, AR		155,127		100.0	%		100.0	%		13,453		5.21	%	Hot Springs, AR		155,127		100.0	%		100.0	%		13,453		5.21	%
Prattville Town Center	Prattville, AL		168,842		100.0	%		100.0	%		15,930		5.48	%
Prattville Town Center (a)															Prattville, AL		168,842		10.0	%		100.0	%		—		—
Regal Court	Shreveport, LA		363,061		93.2	%		94.9	%		26,000		4.50	%	Shreveport, LA		363,061		96.2	%		96.2	%		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		79.0	%		79.0	%		—		—
Whispering Ridge (a)	Omaha, NE		69,676		39.8	%		39.8	%		—		—
Frisco Marketplace (a)	Frisco, TX		112,024		94.0	%		94.0	%		—		—		Frisco, TX		112,024		89.7	%		93.6	%		—		—
White City	Shrewsbury, MA		257,121		95.8	%		97.1	%		49,400		3.24	%	Shrewsbury, MA		256,974		93.9	%		93.9	%		48,250		3.24	%
Treasure Valley (a)	Nampa, ID		133,292		100.0	%		100.0	%		—		—
Yorkville Marketplace (a)	Yorkville, IL		111,591		75.2	%		91.3	%		—		—		Yorkville, IL		111,591		93.6	%		93.6	%		—		—
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	%		—		—
Marketplace at El Paseo (a)															Fresno, CA		224,683		94.5	%		95.3	%		—		—
The Village at Burlington Creek															Kansas City, MO		157,937		78.9	%		78.9	%		17,550		4.25	%
Milford Marketplace															Milford, CT		111,995		83.6	%		83.6	%		18,727		4.02	%
Settlers Ridge	Pittsburgh, PA		473,821		99.1	%		99.1	%		76,532		3.70	%	Pittsburgh, PA		473,763		91.2	%		91.2	%		76,532		3.70	%
Milford Marketplace	Milford, CT		111,720		94.9	%		94.9	%		18,727		4.02	%
Marketplace at El Paseo	Fresno, CA		224,683		95.4	%		96.1	%		38,000		2.95	%
Blossom Valley Plaza (a)	Turlock, CA		111,435		100.0	%		100.0	%		—		—		Turlock, CA		111,435		97.8	%		97.8	%		—		—
The Village at Burlington Creek	Kansas City, MO		158,023		89.1	%		89.1	%		17,723		4.25	%
Oquirrh Mountain Marketplace (a)	South Jordan, UT		75,950		94.5	%		94.5	%		—		—		South Jordan, UT		75,950		91.6	%		91.6	%		—		—
Marketplace at Tech Center	Newport News, VA		210,297		95.4	%		99.3	%		47,550		3.15	%	Newport News, VA		210,505		73.5	%		78.5	%		47,550		3.15	%
Coastal North Town Center	Myrtle Beach, SC		304,662		95.1	%		95.1	%		43,680		3.17	%	Myrtle Beach, SC		304,690		95.3	%		95.3	%		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	Wilson, NC		311,030		96.8	%		97.6	%		24,480		4.06	%
Wilson Marketplace (a)															Wilson, NC		311,030		98.1	%		98.1	%		—		—
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	%		—		—
Hickory Tavern															Myrtle Beach, SC		6,588		100.0	%		100.0	%		—		—
Portfolio total			6,860,923		93.9	%		94.9	%	$	615,851		3.69	%			6,470,962		92.4	%		93.0	%	$	352,211		3.65	%

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~~June 30, ~~2017.~~2021.

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 (a)		Percent of Total Portfolio Annualized Base Rent			Annualized Base Rent Per Square Foot		Square Footage		Percent of Total Portfolio Square Footage
Dicks Sporting Goods, Inc		6	$	3,511		3.7	%	$	12.72		276,038		4.0	%
The Kroger Co		4		3,307		3.4	%		13.25		249,493		3.6	%		4	$	3,374		3.7	%	$	13.52		249,493		3.9	%
TJ Maxx/HomeGoods/Marshalls		13		3,170		3.3	%		9.63		329,253		4.8	%
Petsmart		10		2,583		2.7	%		13.31		194,077		2.8	%
Ross Dress for Less, Inc		9		2,379		2.5	%		10.03		237,165		3.5	%
Albertsons/Jewel/Shaws		2		2,235		2.3	%		17.48		127,892		1.9	%
Ulta Salon, Cosmetics & Fragrance		10		2,196		2.3	%		21.06		104,276		1.5	%
The TJX Companies, Inc.																12		3,073		3.4	%		9.97		308,253		4.8	%
Ross Dress for Less, Inc.																10		2,673		2.9	%		10.20		262,080		4.1	%
Albertsons/Jewel/Shaw's																2		2,304		2.5	%		18.02		127,892		2.0	%
Ulta Salon, Cosmetics & Fragrance Inc.																9		2,177		2.4	%		23.00		94,658		1.5	%
PetSmart																7		2,032		2.2	%		14.67		138,578		2.1	%
Dicks Sporting Goods, Inc.																4		2,012		2.2	%		11.13		180,766		2.8	%
LA Fitness (Fitness International)																2		1,966		2.1	%		21.94		89,600		1.4	%
Kohl's Department Stores		4		1,888		2.0	%		5.68		332,461		4.9	%		4		1,888		2.1	%		5.68		332,461		5.1	%
LA Fitness (Fitness International)		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		2.0	%		13.96		129,340		2.0	%
Top ten tenants		61	$	24,884		26.0	%	$	12.02		2,069,595		30.2	%		55	$	23,304		25.5	%	$	12.18		1,913,121		29.7	%

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~~June 30, ~~2017.~~2021.

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	%		1,307,696		21.7	%		11.4	%
Grocery										1,084,647		18.0	%		15.4	%
Home Goods		1,016,961		15.7	%		9.7	%		954,002		15.9	%		9.1	%
Grocery		950,042		14.6	%		14.0	%
Lifestyle, Health Clubs, Books & Phones		786,503		12.1	%		15.0	%		733,505		12.2	%		16.2	%
Restaurant		552,888		8.5	%		16.0	%		527,900		8.8	%		17.0	%
Apparel & Accessories		468,181		7.2	%		10.6	%		387,217		6.4	%		8.7	%
Pet Supplies										247,039		4.1	%		4.3	%
Consumer Services, Salons, Cleaners, Banks										245,245		4.1	%		7.5	%
Sporting Goods		333,719		5.1	%		4.9	%		204,082		3.4	%		2.8	%
Consumer Services, Salons, Cleaners, Banks		273,663		4.2	%		7.2	%
Pet Supplies		269,270		4.1	%		4.0	%
Health, Doctors & Health Foods		145,558		2.3	%		4.2	%		163,937		2.7	%		5.1	%
Other		165,756		2.6	%		2.4	%		161,993		2.7	%		2.6	%
Total		6,497,770		100.0	%		100.0	%		6,017,263		100.0	%		100.0	%

The following table sets forth a summary, as of ~~September~~June 30, ~~2017,~~2021, 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	%		5.5
Junior Box	5,000-9,999		15	%		6.0	5,000-9,999		14	%		4.6
Small Shop	Less than 5,000		32	%		4.5	Less than 5,000		35	%		3.6
Total			100	%		6.5			100	%		4.7

The following table sets forth a summary, as of ~~September~~June 30, ~~2017,~~2021, of lease expirations scheduled to occur during the remainder of ~~2017~~2021 and each of the calendar years from ~~2018~~2022 to ~~2026~~2030 and thereafter, assuming no exercise of renewal options or early termination

rights for leases commenced on or prior to ~~September~~June 30, ~~2017.~~2021. Annualized base rent represents the rent ~~in place~~in-place of the applicable property at ~~September~~June 30, ~~2017.~~2021. The table below includes ground leases. If ground leases are excluded, annualized base rent would equal ~~$86,402,~~$82,490 or ~~$17.09~~$17.64 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
2020		97		526,947		8.1	%		8,593		9.0	%	16.31
2021		92		374,011		5.8	%		7,516		7.8	%		20.10
2021 (including month-to-month)																52		171,300		2.9	%	$	3,195		3.5	%	$	18.65
2022		87		563,118		8.7	%		10,558		11.0	%	18.75			98		523,608		8.7	%		9,128		10.0	%		17.43
2023		60		645,131		9.9	%		8,497		8.9	%		13.17		113		960,466		16.0	%		13,206		14.4	%		13.75
2024		51		471,823		7.3	%		9,059		9.5	%		19.20		110		786,461		13.1	%		14,760		16.1	%		18.77
2025		68		605,611		9.3	%		11,455		12.0	%		18.92		117		819,853		13.6	%		14,719		16.1	%		17.95
2026		37		430,476		6.6	%		5,848		6.1	%		13.58		78		493,929		8.2	%		8,126		8.9	%		16.45
2027																35		471,595		7.8	%		6,947		7.6	%		14.73
2028																32		601,697		10.0	%		6,270		6.9	%		10.42
2029																13		171,691		2.9	%		2,473		2.7	%		14.41
2030																14		135,368		2.3	%		2,183		2.4	%		16.12
Thereafter		72		2,013,524		31.0	%		20,093		21.0	%	9.98			33		881,295		14.7	%		10,456		11.4	%		11.86
Leased Total		742		6,497,770		100.0	%	$	95,871		100.0	%	$	14.75		695		6,017,263		100.0	%	$	91,463		100.0	%	$	15.20

During January 2020, we completed the sale of three properties generating net proceeds of $37.3 million. We are not currently actively marketing any properties and do not expect any strategic sales to occur until the effects of the COVID-19 pandemic on retail commercial real estate have subsided.

At June 30, 2021, we had $109 million outstanding under the Revolving Credit Facility and $150 million outstanding under the Term Loan. At June 30, 2021 the interest rate on the Revolving Credit Facility and the Term Loan was 1.90% 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 under the Company’s control. We plan to refinance or extend the Revolving Credit Facility before August 1, 2022. The Term Loan matures on August 1, 2023. As of July 31, 2021, we had $83 million available for borrowing under the Revolving Credit Facility, subject to the terms and conditions, and assuming compliance with the covenants, of the Amended and Restated Credit Agreement that governs the Credit Facility.Our leverage ratio generally cannot exceed 60%, provided however that two times during the term of our Revolving Credit Facility our leverage ratio may be 62.5% for two consecutive quarters. Our leverage ratio was 51.6% as of June 30, 2021, as defined in the Revolving Credit Facility agreement.

As of ~~September~~June 30, ~~2017,~~2021, we had total debt outstanding of ~~approximately $683.2~~$611.2 million, excluding mortgage premiums and unamortized debt issuance costs, which bore interest at a weighted average interest rate of ~~3.61%~~3.49% per annum. As of ~~September~~June 30, ~~2017~~2021, the weighted average years to maturity for our debt was 2.2 years. As of June 30, 2021 and December 31, ~~2016,~~2020, our borrowings were ~~48%~~45% and ~~45%~~47%, respectively, of the purchase price of our investment properties. AsAt June 30, 2021 our cash and cash equivalents balance was $11.3 million.

In the next twelve months, we have six mortgage loans maturing with an aggregate principal balance of ~~September~~$95.4 million, some of which we have the intent to refinance, and some of which we may repay by drawing on the line of credit. In addition, two of our mortgage loans, on Marketplace at Tech Center and Coastal North Town Center, respectively, each have covenants that require us to calculate an assumed debt service coverage ratio (the “Assumed DSCR”) within 30 ~~2017, we had borrowed $67.3 million~~days of August 1, 2021 and to promptly thereafter make principal paydowns or deposit additional collateral to achieve a minimum Assumed DSCR of at least 0.975 to 1.00. The minimum assumed debt service coverage ratio is calculated by dividing (1) adjusted net cash flow by (2) the ~~$110 million available under our Credit Facility.~~

~~The acquisition of certain of~~aggregate principal and interest projected to be due and payable over the ~~Company’s properties included an earnout component~~twelve month period subsequent to the ~~purchase price that was recorded as~~date of calculation based upon an imputed interest rate equal to ten percent (10%). We expect to pay a ~~deferred investment property acquisition obligation. The maximum potential earnout payment was $7.5 million~~combined total of approximately $15,000 to achieve the minimum Assumed DSCR at ~~September 30, 2017.~~

the two properties. We intend to finance these principal paydowns by drawing on the Credit Facility. For information related to our debt maturities reference is made to Note 7 – “Debt and Derivative Instruments” which is included in our ~~September~~June 30, ~~2017~~2021 Notes to Consolidated Financial Statements in Item 1.

To preserve cash for the payment of operating and other expenses, such as debt payments, during the second quarter of 2020 our board of directors rescinded the distribution that was declared in the first quarter of 2020, and we did not declare another distribution until June 29, 2021. We also suspended our DRP and SRP. The suspension of the DRP was effective on June 6, 2020 and the suspension of the SRP was effective on June 26, 2020. On June 29, 2021, we reinstated the DRP and the SRP and declared a distribution on our common stock in the amount of $0.135600 per share to stockholders of record as of June 30, 2021,

that was paid on or about July 26, 2021. The effective date of the DRP reinstatement was July 22, 2021 and was available for this distribution. The first share repurchases following the reinstatement of the SRP will be on August 16, 2021.

We have delayed making non-essential capital improvements and other non-essential capital expenditures at our properties since the onset of the pandemic, where possible, to reduce expenses and preserve cash and expect to continue to delay non-essential capital expenditures until they become essential or until the adverse effects of the COVID-19 pandemic on our tenants subside or there is better clarity on our tenants’ ability and willingness to pay rent and meet other lease obligations and, ultimately, the performance of our shopping centers. As we have seen rent collections increasing during 2021, we have been gradually returning to capital expenditures at our properties, and we do not expect the delay in making these capital expenditures to have any material effect on our tenants or our ability to lease space. In the second quarter of 2021, we spent $162 less (7% less) on capital expenditures than we did in the second quarter of 2020. Because we intend to gradually increase capital expenditures as rent collections increase, we do not anticipate a material effect on our liquidity from returning to pre-pandemic levels of capital expenditures, assuming the businesses of our tenants negatively affected by the COVID-19 pandemic continue to improve or they otherwise pay their rent.

As of June 30, 2021, we have paid all interest and principal amounts when due, and are in compliance with all financial covenants related to the Credit Facility as amended.

The increase in cash from operating activities during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2020 was primarily due ~~primarily~~ to ~~payments made~~an increase in ~~2016 related to 2015 acquisitions and cash generated by property operations from the acquisition of two properties in the second quarter of 2016 and three properties in 2017.~~tenant collections during 2021.

WeCash was used ~~more cash in~~by our investing activities in the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2020 compared to the ~~nine~~cash provided in the six months ended ~~September~~June 30, ~~2017 primarily due to acquisition related activities and capital improvements at certain~~2021. The primary reason for the change from the prior year was our receipt of ~~our properties. The decrease in cash used in investing activities in 2017 was partially offset with our investment in an unconsolidated joint venture.~~$37.3 million of proceeds from the sale of three properties during January 2020.

	Nine Months Ended September 30,						Change			Six Months Ended June 30,						Change
	2017			2016			2017 vs. 2016			2021			2020			2021 vs. 2020
	(Dollar amounts in thousands)									(Dollar amounts in thousands)
Total changes related to debt	$	74,872		$	22,840		$	52,032		$	(19,806	)	$	(12,289	)	$	(7,517	)
Proceeds from the distribution reinvestment plan, net of shares repurchased		7,732			14,231			(6,499	)		—			2,142			(2,142	)
Distributions paid		(39,989	)		(39,235	)		(754	)		—			(10,841	)		10,841
Payment of offering costs		—			(201	)		201
Other		(6,415	)		(8,838	)		2,423
Net cash provided by (used in) financing activities	$	36,200		$	(11,203	)	$	47,403
Net cash used in financing activities										$	(19,806	)	$	(20,988	)	$	1,182

During the ~~nine~~six months ended ~~September~~June 30, ~~2017 and 2016, we generated approximately $118.5~~2021, cash used to meet debt obligations increased $7.5 million ~~and $218.0 million, respectively,~~ from ~~borrowings. We also paid off mortgage~~the six months ended June 30, 2020 primarily due to higher net paydowns of debt ~~reduced the amount outstanding on our Credit Facility and paid debt issuance costs~~ in the ~~amount of $43.6 million and $195.1 million for the nine~~six months ended ~~September~~June 30, ~~2017 and 2016, respectively. During~~2021. During the ~~nine~~six months ended ~~September~~June 30, ~~2017~~ ~~and 2016,~~2020, we generated proceeds from the sale of shares ~~through~~pursuant to the DRP ~~net~~ of $4.5 million. For the six months ended June 30, 2020, share repurchases ~~of approximately $7.7 million and $14.2 million, respectively.~~were $2.4 million. During the ~~nine~~six months ended ~~September~~June 30, ~~2017 and 2016,~~2020, we paid ~~approximately $40.0~~$10.8 million ~~and $39.2 million, respectively,~~ in distributions. The decreases in distributions paid, proceeds from DRP and share repurchases in 2021 compared to 2020 are due to the suspensions of the authorization and payment of distributions, the DRP and the SRP, respectively.

Distributions when declared have typically been paid quarterly in arrears. A summary of the distributions declared, distributions paid and cash flows provided by operations for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016~~2020 follows (Dollar amounts in thousands except per share amounts):

Due to the uncertainty surrounding the COVID-19 pandemic and the need to preserve cash for the payment of operating and other expenses, such as debt payments, we have not paid any distributions since the first quarter of 2020. On June 29, 2021, the board declared a distribution of $0.135600 per share to common stockholders of record as of June 30, 2021 that was be paid on or about July 26, 2021.

The following discussions are based on our consolidated financial statements for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016.~~2020. Dollar amounts are stated in thousands.

This section describes and compares our results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016.~~2020. 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 to herein as “same store” properties. By evaluating the property net operating income of our “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.

presented. A total of 5644 investment properties (which are all of the properties we currently own) that were acquired on or before ~~July~~January 1, ~~2016 and~~2020 represent our “same store” properties during the three and six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016.~~2020. “Non-same store,” as reflected in the table below, consists of properties ~~acquired~~sold after ~~July~~January 1, ~~2016.~~2020. For the three and six months ended ~~September~~June 30, ~~2017,~~2021 and 2020, three properties that were sold constituted non-same store properties.

Net operating income is a supplemental non-GAAP performance measure that we believe is useful to investors in measuring the operating performance of our property portfolio because our primary business is the ownership of real estate, and net operating income excludes various items included in GAAP net income that do not relate to, or are not indicative of, our property operating performance, such as depreciation and amortization and parent-level corporate expenses (including general and administrative expenses). Same store net operating income is useful because it eliminates differences in net operating income resulting from the acquisition or disposition of properties during the periods presented and ~~for~~therefore provides a better comparison of the ~~three months ended September 30, 2016, no~~operating performance of our properties ~~constituted non-same store properties.~~ between periods.

The following ~~table presents~~tables present 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 and six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016,~~2020, 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,

2017

2016

Change

2017

2016

Change

2017

2016

Change

Rental income
$
23,950

$
22,736

$
1,214

$
22,712

$
22,736

$
(24
)

$
1,238

—

$
1,238

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

Total income
$
31,377

$
29,757

$
1,620

$
29,941

$
29,757

$
184

$
1,436

—

$
1,436

Property operating expenses
$
5,354

$
5,027

$
327

$
5,077

$
5,027

$
50

$
277

—

$
277

Real estate tax expense

4,386

3,576

810

4,303

3,576

727

83

—

83

Total property operating expenses
$
9,740

$
8,603

$
1,137

$
9,380

$
8,603

$
777

$
360

—

$
360

Property net operating income
$
21,637

$
21,154

$
483

$
20,561

$
21,154

$
(593
)

$
1,076

—

$
1,076

Straight-line income, net
$
571

$
631

$
(60
)

Intangible amortization and inducement

(3
)

347

(350
)

General and administrative expenses

(875
)

(1,245
)

370

Acquisition related costs

(62
)

413

(475
)

Business management fee

(2,311
)

(2,190
)

(121
)

Depreciation and amortization

(15,492
)

(14,442
)

(1,050
)

Interest expense

(6,361
)

(5,547
)

(814
)

Interest and other income

20

18

2

Equity in earnings (loss) of unconsolidated entities

20

(100
)

120

Net loss
$
(2,856
)

$
(961
)

$
(1,895
)

	Total									Same Store							Non-Same Store
	Three Months Ended June 30,									Three Months Ended June 30,							Three Months Ended June 30,
	2021			2020			Change			2021		2020		Change			2021		2020		Change
Rental income	$	29,147		$	25,449		$	3,698		$	29,147	$	25,449	$	3,698		$	—	$	—	$	—
Other property income		62			53			9			62		53		9			—		—		—
Total income	$	29,209		$	25,502		$	3,707		$	29,209	$	25,502	$	3,707		$	—	$	—	$	—

Property operating expenses	$	4,857		$	3,836		$	1,021		$	4,857	$	3,836	$	1,021		$	—	$	—	$	—
Real estate tax expense		3,678			3,784			(106	)		3,678		3,784		(106	)		—		—		—
Total property operating expenses	$	8,535		$	7,620		$	915		$	8,535	$	7,620	$	915		$	—	$	—	$	—

Property net operating income	$	20,674		$	17,882		$	2,792		$	20,674	$	17,882	$	2,792		$	—	$	—	$	—

Straight-line income (expense), net	$	(115	)	$	319		$	(434	)
Amortization of intangibles and lease incentives	$	139			207			(68	)
General and administrative expenses		(918	)		(1,447	)		529
Business management fee		(2,236	)		(2,231	)		(5	)
Depreciation and amortization		(12,218	)		(12,833	)		615
Interest expense		(5,801	)		(6,279	)		478
Interest and other income		29			69			(40	)
Net loss	$	(446	)	$	(4,313	)	$	3,867

Net loss. Net loss was ~~$2,856~~$446 and ~~$961~~$4,313 for the three months ended ~~September~~June 30, ~~2017~~2021 and ~~2016,~~2020, 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~~June 30, ~~2017~~2021 with the results of the same investment properties owned during the three months ended ~~September~~June 30, ~~2016,~~2020, property net operating income ~~decreased $593,~~increased $2,792, total property income increased ~~$184,~~$3,707, and total property operating expenses including real estate tax expense increased ~~$777.~~$915.

The increase in “same store” total property income is primarily due to a decrease in bad debt expense and an increase in ~~overall tenant~~ recovery income ~~offset by lower termination fee income.~~

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

“Non-same store” total property net operating income increased $1,076 during 2017 as 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 and total property operatinghigher expenses ~~increased $360~~ during the three months ended ~~September~~June 30, ~~2017 as compared to 2016 as a result~~2021. See Note 5 – “Leases” for additional information regarding the effects of ~~these acquisitions.~~deferred rent and bad debt on rental income.

None of our properties were considered “non-same store” during the three months ended June 30, 2021 and 2020.

Straight-line income (expense), net. Straight-line ~~rent~~ income (expense), net decreased ~~$60~~$434 in ~~2017~~2021 compared to ~~2016.~~2020. This decrease is primarily due to ~~certain tenant~~lower rent abatements during the three months ended June 30, 2021.

Amortization of intangibles and lease incentives. Income from the amortization of intangibles and lease incentives decreased $68 in ~~2016 that increased straight-line rental income.~~

~~Intangible amortization.~~ ~~Intangible amortization income decreased $350 in 2017~~2021 compared to ~~2016.~~2020. The decrease is primarily attributable to ~~changes in intangible assets and liabilities as a result of acquisitions in 2016 and 2017.~~below market intangibles being fully amortized during 2020.

General and ~~Administrative~~administrative expenses. General and administrative expenses decreased ~~$370~~$529 in ~~2017~~2021 compared to ~~2016.~~2020. This decrease is primarily due to ~~decreases in various administrative expenses.~~

~~Acquisition related costs.~~ ~~Acquisition related expenses increased $475 in 2017 compared to 2016. The increase is attributed to adjustments in deferred investment property acquisition obligations.~~decreased legal and other professional costs for the three months ended June 30, 2021.

Business management fee. Business management fees increased ~~$121~~$5 in ~~2017~~2021 compared to ~~2016. The increase is due to the acquisition of real estate which increased assets under management.~~2020.

Depreciation and ~~Amortization.~~amortization. Depreciation and amortization ~~increased $1,050~~decreased $615 in ~~2017, as~~2021 compared to ~~2016.~~2020. The ~~increase~~decrease is primarily due to ~~acquisitions~~fully amortized assets in ~~2016 and 2017.~~2021 compared to 2020.

Interest ~~Expense.~~expense. Interest expense ~~increased $814~~decreased $478 in ~~2017~~2021 compared to ~~2016.~~2020. The ~~increase~~decrease is primarily due to ~~additional financing of properties after October 1, 2016, increased amounts drawn under the Credit Facility and higher~~lower average interest rates ~~on our floating rate debt.~~and a decrease in average debt outstanding in 2021 compared to 2020.

Interest and other income. Interest and other income decreased $40 in 2021 compared to 2020.

Comparison of the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016~~

~~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~~June 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						Total									Same Store							Non-Same Store
	Nine Months Ended September 30,									Nine Months Ended September 30,							Nine Months Ended September 30,						Six Months Ended June 30,									Six Months Ended June 30,							Six Months Ended June 30,
	2017			2016			Change			2017		2016		Change			2017		2016		Change		2021			2020			Change			2021		2020		Change			2021		2020		Change
Rental income	$	71,582		$	67,312		$	4,270		$	65,047	$	65,335	$	(288	)	$	6,535	$	1,977	$	4,558	$	58,821		$	55,438		$	3,383		$	58,822	$	55,254	$	3,568		$	—	$	184	$	(184	)
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		110			114			(4	)		110		114		(4	)		—		—		—
Total income	$	93,770		$	87,803		$	5,967		$	85,542	$	85,316	$	226		$	8,228	$	2,487	$	5,741	$	58,931		$	55,552		$	3,379		$	58,932	$	55,368	$	3,564		$	—	$	184	$	(184	)

Property operating expenses	$	15,866		$	15,056		$	810		$	14,661	$	14,682	$	(21	)	$	1,205		374	$	831	$	10,375		$	9,132		$	1,243		$	10,375	$	9,095	$	1,280		$	—		37	$	(37	)
Real estate tax expense		12,384			10,893			1,491			11,407		10,618		789			977		275		702		7,348			7,422			(74	)		7,348		7,384		(36	)		—		38		(38	)
Total property operating expenses	$	28,250		$	25,949		$	2,301		$	26,068	$	25,300	$	768		$	2,182	$	649	$	1,533	$	17,723		$	16,554		$	1,169		$	17,723	$	16,479	$	1,244		$	—	$	75	$	(75	)

Property net operating income	$	65,520		$	61,854		$	3,666		$	59,474	$	60,016	$	(542	)	$	6,046	$	1,838	$	4,208	$	41,208		$	38,998		$	2,210		$	41,209	$	38,889	$	2,320		$	—	$	109	$	(109	)

Straight-line income, net	$	1,276		$	1,703		$	(427	)
Straight-line income (expense), net																							$	(136	)	$	257		$	(393	)
Intangible amortization and inducement		1,058			535			523																285			779			(494	)
General and administrative expenses		(3,397	)		(3,958	)		561																(2,231	)		(2,687	)		456
Acquisition related costs		(1,262	)		(421	)		(841	)
Business management fee		(6,871	)		(6,421	)		(450	)															(4,470	)		(4,460	)		(10	)
Depreciation and amortization		(46,391	)		(45,158	)		(1,233	)															(24,673	)		(26,137	)		1,464
Interest expense		(18,316	)		(16,189	)		(2,127	)															(11,843	)		(12,777	)		934
Interest and other income		72			360			(288	)											��				86			93			(7	)
Equity in earnings (loss) of unconsolidated entities		20			193			(173	)
Net loss	$	(8,291	)	$	(7,502	)	$	(789	)														$	(1,774	)	$	(5,934	)	$	4,160

Net loss. Net loss was ~~$8,291~~$1,774 and ~~$7,502~~$5,934 for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016,~~2020, respectively.

Total property net operating income. On a “same store” basis, comparing the results of operations of investment properties owned during the ~~full nine~~six months ended ~~September~~June 30, ~~2017~~2021 with the results of the same investment properties owned during the ~~full nine~~six months ended ~~September~~June 30, ~~2016,~~2020, property net operating income ~~decreased $542,~~increased $2,210, total property income increased ~~$226,~~$3,379, and total property operating expenses including real estate tax expense increased ~~$768.~~$1,169.

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

~~The increase in “same store” total property operating expenses is primarily due to an increase in current year real estate tax expense,~~bad debt partially offset by a decrease in ~~property operating expenses.~~base rent due to lower average occupancy and lower average rents due to the effects of the COVID-19 pandemic that led to rent abatements and amendments to leases mostly with tenants receiving protection from bankruptcy laws and a decrease in termination income during the six months ended June 30, 2021. See Note 5 – “Leases” for additional information regarding the effects of deferred rent and bad debt on rental income.

“Non-same store” total property net operating income ~~increased $4,208~~decreased $109 during ~~2017 as~~2021 compared to ~~2016.~~2020. The ~~increase is a result~~decrease was due to three properties sold in the first quarter of ~~acquiring five retail properties after January 1, 2016.~~2020. On a “non-same store” basis, total property income ~~increased $5,741~~decreased $184 and total property operating expenses ~~increased $1,533~~decreased $75 during the ~~year to date~~six months ended ~~September~~June 30, ~~2017 as compared to 2016 as a result of these acquisitions.~~2021.

Straight-line income (expense), net. Straight-line ~~rent~~ income (expense), net decreased ~~$427~~$393 in ~~2017~~2021 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.~~2020. This decrease is primarily due to ~~lower stock administration expenses.~~an increase in scheduled rental increases during the six months ended June 30, 2021.

~~Acquisition related costs.~~ ~~Acquisition related expenses increased $841~~Amortization of intangibles and lease incentives. Income from the amortization of intangibles and lease incentives decreased $494 in ~~2017~~2021 compared to ~~2016.~~2020. The ~~increase~~decrease is primarily attributable to ~~an amendment~~lower below market intangible write-offs during the six months ended June 30, 2021.

General and administrative expenses. General and administrative expenses decreased $456 in 2021 compared to ~~our agreement at one of our properties that resulted in adjustments~~2020. This decrease is primarily due to ~~deferred investment property acquisition obligations.~~decreased legal and other professional costs for the six months ended June 30, 2021.

Business management fee. Business management fees increased ~~$450~~$10 in ~~2017~~2021 compared to ~~2016. The increase is due to the acquisition of real estate which increased assets under management.~~2020.

Depreciation and ~~Amortization.~~amortization. Depreciation and amortization ~~increased $1,233~~decreased $1,464 in ~~2017, as~~2021 compared to ~~2016.~~2020. The ~~increase~~decrease is primarily due to ~~acquisitions~~fully amortized assets in ~~2016 and 2017.~~2021 compared to 2020.

Interest ~~Expense.~~expense. Interest expense ~~increased $2,127~~decreased $934 in ~~2017~~2021 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.~~

~~Interest and other income.~~ ~~Interest and other income decreased $288.~~2020. The decrease is primarily due to lower average interest ~~earned as~~rates and a ~~result of lower cash balances~~decrease in ~~2017~~average debt outstanding in 2021 compared to ~~2016.~~2020.

~~Disclosures discussing all critical accounting policies are set forth~~Interest and other income. Interest and other income decreased $7 in ~~our Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on March 15, 2017, under the heading “Critical Accounting Policies.”~~ ~~There have been no changes~~2021 compared to ~~our critical accounting policies during the three months ended September 30, 2017.~~

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 six months ended June 30, 2021. Leases with terms of less than 12 months have been excluded from the table.

Lease extensions are treated as renewals and included in the above table only if the lease extension period exceeds any abatement period. Seven leases comprising 33,373 square feet (14.0% of total renewal square footage) renewed during the six months ended June 30, 2021 were extended early in connection with COVID-19 related abatement or deferral agreements.

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~~six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016~~2020 are calculated as follows:

		Nine Months Ended September 30,							Six Months Ended June 30,
		2017			2016				2021			2020
		(Dollar amounts in thousands)							(Dollar amounts in thousands)
	Net loss	$	(8,291	)	$	(7,502	)	Net loss	$	(1,774	)	$	(5,934	)
Add:	Depreciation and amortization related to investment properties		46,391			45,158		Depreciation and amortization related to investment properties		24,673			26,137
	Funds from operations (FFO)	$	38,100		$	37,656		Funds from operations (FFO)		22,899			20,203

Add:	Acquisition related costs		1,262			421
Less:	Amortization of acquired market lease intangibles, net		(1,069	)		(537	)	Amortization of acquired market lease intangibles, net		(334	)		(828	)
	Straight-line income, net		(1,276	)		(1,703	)	Straight-line income (expense), net		136			(257	)
	Modified funds from operations (MFFO)	$	37,017		$	35,837		Modified funds from operations (MFFO)	$	22,701		$	19,118

For information related to subsequent events, reference is made to Note 15 – “Subsequent Events” which is included in our ~~September~~June 30, ~~2017~~2021 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~~June 30, ~~2017,~~2021, we had outstanding debt of ~~approximately $683.2~~$611.2 million, excluding mortgage premium and unamortized debt issuance costs, bearing interest rates ranging from ~~2.84%~~1.69% to ~~5.95%~~5.21% per annum. The weighted average interest rate was ~~3.61%~~3.49%, which includes the effect of interest rate swaps. As of ~~September~~June 30, ~~2017,~~2021, the weighted average years to maturity for our mortgages and credit facility payable was ~~approximately 4.7~~2.2 years.

As of ~~September~~June 30, ~~2017~~,2021, our fixed-rate debt consisted of secured mortgage financings with a carrying value of ~~$178.2~~$138.4 million and a fair value of ~~$175.3~~$137.3 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. An increase in~~repayment, but interest rates do affect the fair value 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 $4.5 million at June 30, 2021. 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 $4.7 million at June 30, 2021.

As of ~~September~~June 30, ~~2017,~~2021, we had ~~$121.5~~$109.7 million of debt or ~~17.78%~~17.9% 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%~~3.27% per annum. We had variable rate debt subject to swap agreements of ~~$383.5~~$363.1 million, or ~~56.14%~~59.4% of our total debt, excluding mortgage premium and unamortized debt issuance costs, at ~~September~~June 30, ~~2017.~~2021.

If interest rates on all debt which bears interest at variable rates as of ~~September~~June 30, ~~2017~~2021 increased by 1% (100 basis points), the increase in interest expense on all debt would decrease earnings and cash flows by ~~approximately $1.1~~$0.9 million annually. If interest rates on all debt which bears interest at variable rates as of ~~September~~June 30, ~~2017~~2021 decreased by 1% (100 basis points), ~~the decrease in~~ interest expense would ~~increase~~not change earnings and cash flows byprimarily due to the ~~same amount.~~impact of the LIBOR floor on the Revolving Credit Facility.

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.

In July 2017, the Financial Conduct Authority, the authority which regulates LIBOR, announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee, which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to LIBOR in derivatives and other financial contracts. Subsequently, in November 2020, the Intercontinental Exchange (“ICE”) Benchmark Administration Limited (“IBA”), the administrator of LIBOR, announced that it would consult on its intention to cease the publication of the one-week and two-month USD LIBOR settings immediately following December 31, 2021 and the remaining USD LIBOR settings immediately following the LIBOR publication on June 30, 2023. We are not able to predict when LIBOR may be limited or discontinued or when there will be sufficient liquidity in the SOFR market. We are monitoring and evaluating the risks related to potential changes in LIBOR availability, which include potential changes in interest paid on debt and amounts received and paid on

interest rate swaps. In addition, the value of debt or derivative instruments tied to LIBOR could also be impacted when LIBOR is limited or discontinued, and contracts must be transitioned to a new alternative rate. In some instances, transitioning to an alternative rate may require negotiation with lenders and other counterparties and could present challenges. The consequences of these developments cannot be entirely predicted and could include an increase in the cost of our variable rate debt.

While we expect LIBOR to be available in substantially its current form until the end of 2021, it is possible that LIBOR will become unavailable prior to that time. This could occur, for example, if a sufficient number of banks decline to make submissions to the LIBOR administrator. In that case, the risks associated with the transition to an alternative reference rate would be accelerated or magnified. Any of these events, as well as the other uncertainty surrounding the transition to LIBOR, could adversely affect us.

For information related to our derivatives, reference is made to Note 7 – “Debt and Derivative Instruments” which is included in our ~~September~~June 30, ~~2017~~2021 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~~June 30, ~~2017~~2021 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.~~2020.

~~We have incurred a net loss~~The spread of the novel coronavirus (COVID-19) at various times and in various locations throughout the U.S., and its future impacts are uncertain and hard to measure, but it has already had material adverse effects on ~~a U.S. GAAP basis for the quarterly period ended September 30, 2017.~~

~~We have incurred a net loss on a U.S. GAAP basis for the three~~our business, and ~~nine months ended September 30, 2017 of $2.9~~these effects may recur and ~~$8.3 million, respectively. Our loss can~~could be ~~attributed,~~more severe, depending in part on the effectiveness of vaccinations and treatments and the willingness and ability of people to ~~property operating expenses, interest expense, acquisition related expenses~~be vaccinated, the severity and ~~depreciation and amortization. We may incur net losses~~duration of the pandemic in the ~~future, which~~U.S. and its immediate and lingering economic effects.

The continued spread of the COVID-19 pandemic globally has had, and could have a further, material adverse effect on the global and U.S. economies as a whole, as well as the states and cities where we own properties in particular, leading to significant adverse impacts on economic activity as well as significant volatility and lack of liquidity in financial markets, including commercial lending markets.

A sustained downturn in the U.S. economy and reduced consumer spending, including reduced consumer activity at brick-and-mortar commercial establishments, due to the prolonged existence and threat of the COVID-19 pandemic caused an economic recession in the U.S. that has negatively impacted, and could further impact, onthe ability and willingness of many of our tenants to pay their rent when due. Our ability to lease space and negotiate and maintain favorable rents is also likely to be negatively impacted by a prolonged recession in the U.S. economy, which would result in a decline in our occupancy percentage and reduction in rental revenues as tenants default and leases expire over time. An increase in the number of co-tenancy claims at Harris Plaza or other properties could result if the occupancy at those properties falls below required thresholds or large spaces, such as the Bed Bath & Beyond at Harris Plaza vacated at the end of January 2021, otherwise go dark, which may provide remaining tenants at such a property with certain rights that may include the right to cease operations or stop paying or abate (reduce) rent owed.

Because substantially all of our income is derived from rentals of commercial real property, our business, income, cash flow, results of operations, financial condition, ~~operations, cash flow,~~liquidity and ability to comply with the terms of, draw upon or increase the size of our Credit Facility, prospects and ability to service our debt obligations, our ability to consummate future property acquisitions and our ability to ~~service our indebtedness and~~ pay future 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~~would 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 bematerially adversely affected ~~due~~if a significant number of tenants become unable to ~~the increased requirement~~meet their obligations 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. Thereus. Also, 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~~impact of the COVID-19 pandemic and the threats posed by new variants such as the Delta variant have been rapidly evolving and are ever-changing. The coronavirus outbreak has negatively impacted almost every industry directly or indirectly at various times since its onset, particularly the travel, hotel and retail industries, and businesses that rely on or require close personal contact, such as theaters, live entertainment venues, gyms and exercise facilities, health and wellness service providers and beauty salons, restaurants and bars. Many of our ~~credit agreement~~tenants have been required for certain periods by the local, state or federal authorities to cease or limit operations thereby preventing them from generating revenue. Our tenants rely on retail customers and many of their businesses require close personal contact. Even if not prevented by the local, state or federal authorities, concern regarding the transmission of COVID-19 has impacted, and may ~~restrict~~continue to impact, the willingness of persons to engage in in-person commerce which will likely further result in reductions in customer foot traffic and reduced demand for our tenants’ products and services and may diminish the demand for space and the corresponding amounts of rent we can obtain for our properties and harm our tenants’ ability or willingness to ~~make distributions~~pay us rent.

As disclosed in our reports filed with the Securities and ~~our operating~~Exchange Commission since the onset of the pandemic, there were periods during which we collected less than all rent billed, and ~~acquisition activities. If~~rent billed did not include amounts that we ~~breach~~agreed to defer. In addition, in 2020 following the ~~financial covenants,~~onset of the pandemic we ~~could~~finalized payment plans with tenants totaling $8.1 million in total rent, and future deferrals may be ~~held in default under~~needed if, for example, the ~~credit agreement, which could accelerate our repayment date~~Delta variant or a new variant of COVID-19 and ~~materially~~measures taken to combat it again adversely affect our ~~liquidity~~tenants. Rent deferrals reduce our cash available to pay operating expenses and service our debt obligations, even if we are able to reflect the deferred amounts as income in our financial ~~condition.~~statements. When the deferred rent becomes due, our tenants will be required to pay these deferred rent amounts in addition to the regular rent due, which may be difficult or impossible for tenants whose businesses have not recovered to pre-pandemic levels or are otherwise not performing well. Any rent forgiveness or additional deferrals would further reduce our available cash.

~~We entered into a credit agreement,~~Enforcing our rights as ~~amended, for a $110 million revolving Credit Facility. The credit agreement provides us~~landlord against tenants who fail to pay rent or otherwise do not comply with the terms of their leases may be costly and may consume valuable time and resources, and even if we obtain a judgment, tenants that have been severely impacted may not be able to pay us what we are owed. Our ability ~~from time~~ to ~~time to increase~~recover amounts under the ~~size~~terms of our leases may further be restricted or delayed if moratoriums are imposed by governments in light of the ~~Credit Facility, subject to certain conditions. Our performance of the obligations under the credit agreement, including the payment of~~COVID-19 pandemic on landlord-initiated commercial eviction and collection actions. When any outstanding indebtedness, is secured by a minimum pool of five unencumbered properties with an unencumbered pool value of $110 million or above and by a guaranty by certain of our subsidiaries. As of September 30, 2017, we have borrowed $67.3 million of the $110 million available.

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 for that period. For the fiscal quarter ended September 30, 2017, 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, files for bankruptcy, we could be further adversely affected due not only to loss of revenue but also because the bankruptcy may make it more difficult for us to lease the remainder of the property or properties in which the bankrupt tenant operates. Even if co-tenancy rights do not exist at centers affected by anchor store closings, we may nevertheless be negatively affected because other tenants may experience downturns in their businesses that could further threaten their ongoing ability to continue paying rent and remain solvent. Further, certain of our tenants may not be eligible for or may not be successful in securing stimulus funds under government aid programs, if any, and there is no assurance they will pay rent even if they qualify.

As referenced above, a decrease in demand for in-person retail businesses has made and could continue to make it difficult for us to renew or re-lease our properties at lease rates equal to or above historical rates, and we could incur significant re-leasing costs and the re-leasing process with respect to both anticipated and unanticipated vacancies could take longer. Leasing spreads for 2020 were only 2.0% for new leases and -1.8% for renewals. Leasing spreads for the first quarter of 2021 were -1.8% for renewals. Leasing spreads for the first six months of 2021 were 0.7% for new leases and 2.6% for renewals. Some tenants that have been or are forced to close or have had their operations severely limited by government order or some other government action or whose customers and potential customers change their habits in light of the coronavirus, e.g., by shopping more online, may go out of business, which could have a material impact on occupancy at our properties and may continue to materially impact our results. To the extent that unemployment is high and government assistance decreases significantly from recent levels, for example, if unemployment assistance provided by the U.S. government is decreased or discontinued, retail consumer spending may correspondingly decrease, and our tenants may be materially adversely affected and forced to close. Additionally, many manufacturers of goods and suppliers and processors of food in many countries experienced complete or partial shut downs and may not be able to function at full capacity in an attempt to curb the spread of the illness. If the spread of new variants of COVID-19 were to continue despite vaccines and other measures taken to contain it, this could lead to additional temporary or long-term disruptions in supply chains and may also impact the operations of our tenants, further impacting their revenues and ability to pay rent when due.

The business and operating results of our tenants may also be negatively impacted if the outbreak of the coronavirus occurs within their respective workforces or otherwise disrupts their management and other personnel, their supply chains or their ability to operate

their businesses. Many companies have implemented policies and procedures designed to protect against the introduction of the coronavirus to the workforce, including permitting or requiring personnel to work offsite, among others. New changes in the work processes of our tenants could lead to disruptions, such as a reduced ability to effectively transact with customers and colleagues and a loss of IT system functionality due to unusual or excess burdens on IT infrastructures.

We rely on the Business Manager to manage our day-to-day operations. Non-essential businesses were previously closed and have been and may in the future be subject to ~~a bankruptcy proceeding~~limited operations in ~~pursuit of Title 11~~Illinois per the order of the ~~bankruptcy laws~~Governor of Illinois, including our corporate headquarters in Oak Brook. Though many people are able to work remotely, the ~~United States. A bankruptcy filing~~business and operations of our Business Manager and its affiliates may also be adversely impacted by the coronavirus outbreak, including illness or quarantine of members of its workforce, which may negatively impact its ability to provide us services to the same degree as it had prior to the outbreak and may adversely affect our financial reporting systems and internal controls and procedures and increase vulnerability to security breaches, information technology disruptions and other similar events.

The full extent to which the COVID-19 pandemic, or a future pandemic, impacts our operations and those of our tenants will depend on future developments, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others, which remain uncertain and cannot be predicted with confidence but could be material. The situation is ever-changing, and additional impacts to the business may arise that we are not aware of currently. The rapid development and fluidity of this situation precludes any ~~guarantor~~reliable prediction as to the full adverse impact of the COVID-19 pandemic, but a ~~tenant’s lease obligations would bar all~~prolonged outbreak (e.g., of new strains or variants of the virus) despite the discovery and availability of vaccines as well as continued efforts to ~~collect pre-bankruptcy debts from these entities or their properties, unless we receive an enabling order from~~mitigate 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 onlyspread of the virus could again have a ~~general unsecured claim~~material impact on the cash rents that we are able to collect and would materially and adversely affect our business, results of operations and financial condition.

Many risk factors set forth in our Annual Report on Form 10-K for ~~damages. If~~the year ended December 31, 2020 should be interpreted as heightened risks as a ~~lease~~result of the impact of the COVID-19 pandemic, including but not limited to risk factors related to the economy, competition (including e-commerce and online sales), leasing, debt financing, tenant bankruptcies, distributions, share repurchases, and anchor tenants. We suspended distributions, distribution reinvestments under our DRP, and share repurchases under our share repurchase program in response to the effects of and uncertainties surrounding the pandemic, and we may do so again in the future.

The Strategic Plan may evolve or change over time, particularly in light of the COVID-19 pandemic, and there is ~~rejected, it is unlikely~~no assurance we ~~would receive any payments from the tenant because~~will be able to successfully achieve our ~~claim is capped at the rent reserved~~board’s objectives under the ~~lease, without acceleration, for~~Strategic Plan, including making strategic sales or purchases of properties or listing our common stock, within the ~~greater of one year~~timeframe we expected 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~~would prefer 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.~~ all.

~~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 the SRP, 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 repurchase them. Subject to funds being available, we will limit the number of shares repurchased during any calendar year to 5% of the number of shares outstanding at December 31st of the previous calendar year. Funding for the SRP comes from proceeds we receive 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, the limit regarding funds available from the DRP nor the 5% limit applies. The SRP will immediately terminate if our shares become listed for trading on a national securities exchange. In addition, ourOur 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, 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.

Due to the uncertainty surrounding the COVID-19 pandemic and the need to preserve cash for the payment of operating and other expenses, such as debt payments, our board of directors suspended our SRP effective on June 26, 2020. No shares were repurchased during the period covered by this quarterly report. Any unfulfilled repurchase requests will automatically roll over for processing under the terms and conditions of the SRP when we restart the plan, unless a stockholder withdraws the request for repurchase.

On June 29, 2021, we announced the reinstatement and lifting of the suspension of our share repurchase program and adoption of the fourth amendment and restatement of the program. The effective date of the SRP reinstatement and the Fourth Amended and Restated Share Repurchase Program (the “Fourth SRP”) is August 12, 2021.

Our board of directors has amended and restated the SRP primarily to accommodate requests for Exceptional Repurchases the deadline for which overlapped with the aforementioned suspension of the SRP. Pursuant to the Fourth SRP, any written request for

treatment as an Exceptional Repurchase due to the death or qualifying disability of an owner that occurred between June 1, 2019 and May 31, 2020 (inclusive) will be timely received by us no later than January 31, 2022, and any written request for treatment as an Exceptional Repurchase due to the death or qualifying disability of an owner that occurred between June 1, 2020 and July 31, 2021, (inclusive) will be timely received if received by us no later than July 31, 2022.

The ~~table below outlines~~first repurchase under the SRP following its reinstatement, subject to the funding limit and the other terms and conditions of the SRP, will be on August 16, 2021. Requests for repurchase received on or before July 30, 2021, that are in good order and submitted in accordance with the terms and conditions of the SRP will be eligible to be considered for repurchase in the aforementioned August 16, 2021, repurchase. Per our letter to stockholders dated May 27, 2020, any unfulfilled repurchase requests that were in good order and accepted for processing have automatically rolled over and remain as repurchase requests under the terms and conditions of the SRP following the reinstatement, unless the stockholder has withdrawn the request for repurchase. Repurchases of shares requested for Exceptional Repurchases have priority under the SRP over other repurchases and we ~~repurchased pursuant to our SRP during~~expect that Exceptional Repurchases will consume all of the ~~three months ended September 30, 2017.~~funds available for the August 16, 2021 repurchase.

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~~June 30, ~~2017~~2021 (unaudited) and December 31, ~~201~~6	3

		~~Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2017 and 2016 (unaudited)~~2020	4

		Consolidated ~~Statement~~Statements of ~~Equity~~Operations and Comprehensive Income (Loss) for the ~~nine~~three and six months ended ~~September~~June 30, ~~2017~~2021 and 2020 (unaudited)	5

		Consolidated Statements of ~~Cash Flows~~Equity for the ~~nine~~three months ended ~~September~~June 30, ~~2017~~2021 and ~~2016~~2020 (unaudited)	6

		~~Notes to~~ Consolidated ~~Financial~~ Statements of Equity for the six months ended June 30, 2021 and 2020 (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~~	33

~~Item 4.~~		~~Controls and Procedures~~	347

		~~Part II - Other Information~~Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020 (unaudited)	8

~~Item 1.~~		~~Legal Proceedings~~Notes to Consolidated Financial Statements (unaudited)	3410

Item ~~1A.~~2.		~~Risk Factors~~Management’s Discussion and Analysis of Financial Condition and Results of Operations	3422

Item 2.3.		~~Unregistered Sales of Equity Securities~~Quantitative and ~~Use of Proceeds~~Qualitative Disclosures About Market Risk	36

Item 3.4.		~~Defaults Upon Senior Securities~~Controls and Procedures	37

		Part II - Other Information
Item 1.		Legal Proceedings	37

Item 4.1A.		~~Mine Safety Disclosures~~Risk Factors	37

Item 5.2.		~~Other Information~~Unregistered Sales of Equity Securities and Use of Proceeds	3739

Item 6.3.		~~Exhibits~~Defaults Upon Senior Securities	3740

~~Signatures~~Item 4.	39	Mine Safety Disclosures	40

Item 5.		Other Information	40

Item 6.		Exhibits	41

Signatures			42

	June 30, 2021 (unaudited)			December 31, 2020
ASSETS
Assets:
Investment properties held and used:
Land	$	267,946		$	267,946
Building and other improvements		989,630			987,181
Total		1,257,576			1,255,127
Less accumulated depreciation		(226,669	)		(207,764	)
Net investment properties held and used		1,030,907			1,047,363
Cash and cash equivalents		11,290			12,906
Restricted cash		4,270			1,079
Accounts and rent receivable, net		19,110			21,851
Acquired lease intangible assets, net		64,663			71,539
Operating lease right-of-use asset, net		14,789			15,013
Other assets		5,257			6,299
Total assets	$	1,150,286		$	1,176,050

LIABILITIES AND EQUITY
Liabilities:
Mortgages and credit facility payable, net	$	609,254		$	628,718
Accounts payable and accrued expenses		8,350			8,977
Operating lease liability		24,213			24,035
Distributions payable		4,886			—
Acquired intangible liabilities, net		39,850			41,658
Due to related parties		2,975			5,348
Other liabilities		18,817			23,355
Total liabilities		708,345			732,091

Commitments and contingencies

Stockholders’ equity:
Preferred stock, $.001 par value, 40,000,000 shares authorized, NaN outstanding		—			—
Common stock, $.001 par value, 1,460,000,000 shares authorized, 36,025,578 and 36,022,368 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively		36			36
Additional paid in capital		810,242			810,210
Accumulated distributions and net loss		(355,379	)		(348,719	)
Accumulated other comprehensive loss		(12,958	)		(17,568	)
Total stockholders’ equity		441,941			443,959
Total liabilities and stockholders’ equity	$	1,150,286		$	1,176,050

	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

	September 30, 2017 (unaudited)			December 31, 2016
ASSETS
Assets:
Investment properties:
Land	$	279,723		$	262,210
Building and other improvements		1,016,190			971,021
Total		1,295,913			1,233,231
Less accumulated depreciation		(92,370	)		(62,631	)
Net investment properties		1,203,543			1,170,600
Cash and cash equivalents		10,874			10,861
Investment in unconsolidated entities		5,685			126
Accounts and rent receivable		12,934			11,671
Acquired lease intangible assets, net		145,680			150,108
Deferred costs, net		1,120			683
Other assets		11,068			13,511
Total assets	$	1,390,904		$	1,357,560

LIABILITIES AND EQUITY
Liabilities:
Mortgages and credit facility payable, net	$	681,164		$	606,025
Accounts payable and accrued expenses		11,539			7,270
Distributions payable		4,395			4,488
Acquired intangible liabilities, net		63,690			63,474
Deferred investment property acquisition obligations		1,553			6,856
Due to related parties		3,214			2,663
Other liabilities		11,449			12,330
Total liabilities		777,004			703,106

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
Accumulated distributions and net loss		(188,604	)		(140,417	)
Accumulated other comprehensive income		2,586			2,305
Total stockholders’ equity		613,900			654,454
Total liabilities and stockholders’ equity	$	1,390,904		$	1,357,560

For the three months ended June 30, 2021
	Number of Shares		Common Stock		Additional Paid in Capital		Accumulated Distributions and Net Loss			Accumulated Other Comprehensive Loss			Total
Balance at March 31, 2021		36,022,368	$	36	$	810,228	$	(350,047	)	$	(14,543	)	$	445,674

Distributions declared ($0.135600 per share)		—		—		—		(4,886	)		—			(4,886	)
Unrealized loss on derivatives		—		—		—		—			(258	)		(258	)
Reclassification adjustment for amounts included in net loss		—		—		—		—			1,843			1,843
Equity-based compensation		3,210		—		14		—			—			14
Net loss		—		—		—		(446	)		—			(446	)
Balance at June 30, 2021		36,025,578	$	36	$	810,242	$	(355,379	)	$	(12,958	)	$	441,941

For the three months ended June 30, 2020
	Number of Shares			Common Stock		Additional Paid in Capital			Accumulated Distributions and Net Loss			Accumulated Other Comprehensive Loss			Total
Balance at March 31, 2020		36,020,341		$	36	$	810,182		$	(348,125	)	$	(21,057	)	$	441,036

Recission of Q1 2020 distribution (See Note 8)		—			—		—			8,173			—			8,173
Shares repurchased		(1,743	)		—		(25	)		—			—			(25	)
Unrealized loss on derivatives		—			—		—			—			(1,930	)		(1,930	)
Reclassification adjustment for amounts included in net loss		—			—		—			—			1,570			1,570
Equity-based compensation		1,747			—		16			—			—			16
Net loss		—			—		—			(4,313	)		—			(4,313	)
Balance at June 30, 2020		36,020,345		$	36	$	810,173		$	(344,265	)	$	(21,417	)	$	444,527

For the six months ended June 30, 2021
	Number of Shares		Common Stock		Additional Paid in Capital		Accumulated Distributions and Net Loss			Accumulated Other Comprehensive Loss			Total
Balance at December 31, 2020		36,022,368	$	36	$	810,210	$	(348,719	)	$	(17,568	)	$	443,959

Distributions declared ($0.135600 per share)		—		—		—		(4,886	)		—			(4,886	)
Unrealized gain on derivatives		—		—		—		—			903			903
Reclassification adjustment for amounts included in net loss		—		—		—		—			3,707			3,707
Equity-based compensation		3,210		—		32		—			—			32
Net loss		—		—		—		(1,774	)		—			(1,774	)
Balance at June 30, 2021		36,025,578	$	36	$	810,242	$	(355,379	)	$	(12,958	)	$	441,941

For the six months ended June 30, 2020
	Number of Shares			Common Stock		Additional Paid in Capital			Accumulated Distributions and Net Loss			Accumulated Other Comprehensive Loss			Total
Balance at December 31, 2019		35,799,388		$	36	$	805,722		$	(338,331	)	$	(6,908	)	$	460,519

Distributions declared ($0.226875 per share)		—			—		—			(8,173	)		—			(8,173	)
Rescission of Q1 2020 distribution (See Note 8)		—			—		—			8,173			—			8,173
Proceeds from distribution reinvestment plan		225,940			—		4,547			—			—			4,547
Shares repurchased		(6,730	)		—		(127	)		—			—			(127	)
Unrealized loss on derivatives		—			—		—			—			(16,482	)		(16,482	)
Reclassification adjustment for amounts included in net loss		—			—		—			—			1,973			1,973
Equity-based compensation		1,747			—		31			—			—			31
Net loss		—			—		—			(5,934	)		—			(5,934	)
Balance at June 30, 2020		36,020,345		$	36	$	810,173		$	(344,265	)	$	(21,417	)	$	444,527

	June 30,
	2021		2020
Cash and cash equivalents	$	11,290	$	31,624
Restricted cash		4,270		1,073
Total cash, cash equivalents, and restricted cash	$	15,560	$	32,697


						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

	Acquired In-Place Leases		Above Market Leases		Below Market Leases			Above Market Ground Lease
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	)
2020		14,098		3,091		(4,123	)		(94	)
2021		11,559		3,021		(3,935	)		(94	)
Thereafter		43,487		21,023		(40,658	)		(4,583	)
Total	$	110,246	$	35,434	$	(58,708	)	$	(4,982	)

	September 30, 2017
Scheduled Principal Payments and Maturities by Year:	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
2020		897		—		—		897
2021		1,531		82,740		—		84,271
Thereafter		1,577		354,630		—		356,207
Total	$	4,500	$	611,351	$	67,300	$	683,151

	Restricted Shares			Restricted Share Units
Outstanding at December 31, 2020		6,457			683
Granted		—			3
Vested		(2,774	)		(436	)
Outstanding at June 30, 2021		3,683			250

	Acquired In-Place Leases		Above Market Leases		Below Market Leases
2021 (remainder of year)	$	4,826	$	1,465	$	1,779
2022		7,599		2,649		3,366
2023		6,397		2,463		3,108
2024		5,412		2,296		2,933
2025		3,620		2,030		2,741
Thereafter		14,455		11,451		25,923
Total	$	42,309	$	22,354	$	39,850

	Restricted Shares			Restricted Share Units			Weighted Average Grant Date Fair Value			Aggregate Intrinsic Value
Outstanding at December 31, 2016		3,326			1,150		$	40		$	40
Granted		3,315		��	1,184			41			41
Vested		(1,109	)		(389	)		(13	)		(13	)
Converted		—			—			—			—
Forfeited		—			—			—			—
Outstanding at September 30, 2017		5,532			1,945		$	68		$	68

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
June 30, 2021
Interest rate swap agreements - Other assets	$	—	$	—	$	—	$	—
Interest rate swap agreements - Other liabilities	$	—	$	12,958	$	—	$	12,958
December 31, 2020
Interest rate swap agreements - Other assets	$	—	$	—	$	—	$	—
Interest rate swap agreements - Other liabilities	$	—	$	17,568	$	—	$	17,568

Uses		Sources
~~Short-term liquidity~~•	Interest and ~~capital needs such as:~~principal payments on mortgage loans and Credit Facility	•	Cash receipts from our tenants
•	~~Interest & principal payments on mortgage loans and~~ ~~Credit Facility~~Property operating expenses	•	Sale of shares through the DRP (when distributions are paid and reinvested)
•	~~Property operating~~General and administrative expenses	•	Proceeds from new or refinanced mortgage loans
•	~~General and administrative expenses~~Distributions to stockholders	•	Borrowing on our Credit Facility
•	~~Distributions to stockholders~~	•	~~Interest on mezzanine loans~~
•	Fees payable to our Business Manager and Real Estate Manager	•	Proceeds from sales of real estate
•	Repurchases of shares under the SRP (only if there are DRP proceeds)	•	Proceeds from sales of securities (if any) other than through the DRP
•	Acquisitions of real estate directly or through joint ventures
•	~~Repurchases of shares under the SRP~~
•	~~Payment of deferred investment property acquisition obligation~~
•	~~Commitments under joint venture agreements~~Capital expenditures, tenant improvements and leasing commissions

~~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)
Six Months Ended June 30,	Distributions Declared		Distributions Declared Per Share		Cash		Reinvested via DRP		Total		Cash Flows From Operations
2021	$	4,886	$	0.135600	$	—	$	—	$	—	$	23,698
2020	$	—	$	—	$	6,294	$	4,547	$	10,841	$	13,376

	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		41		201,211	$	22.51	$	21.93		2.6	%		4.3	$	0.16
Comparable New Leases		7		12,686	$	30.38	$	30.17		0.7	%		7.3	$	25.93
Non-Comparable New and Renewal Leases (a)		22		118,947	$	14.46	N/A		N/A				3.4	$	4.74
Total		70		332,844

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		Fourth Amended and Restated Share Repurchase Program effective August 12, 2021 (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 June 29, 2021 (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~~Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

~~31.3~~		Certification by Co-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~~Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

~~32.3~~101.INS		~~Certification by Co-Principal Financial Officer pursuant to Section 906 of~~Inline XBRL Instance Document – the Sarbanes-Oxley Act of 2002*instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

~~101~~101.SCH		~~The following financial information from our Quarterly Report on Form 10-Q for~~Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the period ended September 30, 2017, filed with the Securities and Exchange Commission on November 8, 2017 is formatted in Extensible Business Reporting Language (“XBRL”): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations and Comprehensive Loss; (iii) Consolidated Statement of Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements (tagged as blocks of text) Inline XBRL document)

	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~~August 10, 2021

		/s/ Catherine L. Lynch
	By:	Catherine L. Lynch
		Chief Financial Officer and Treasurer (~~co-principal~~principal financial officer)
	Date:	~~November 8, 2017~~August 10, 2021

		~~/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~~