Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
 
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017

or
 
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from           to         .

RETAIL OPPORTUNITY INVESTMENTS CORP.
(Exact name of registrant as specified in its charter)
Commission file number:  001-33749
 
RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP
(Exact name of registrant as specified in its charter)
Commission file number:  333-189057-01

Maryland (Retail Opportunity Investments Corp.)
Delaware (Retail Opportunity Investments Partnership, LP)
(State or other jurisdiction of
incorporation or organization)
 
26-0500600 (Retail Opportunity Investments Corp.)
94-2969738 (Retail Opportunity Investments Partnership, LP)
(I.R.S. Employer
Identification No.)
 
8905 Towne Centre Drive, Suite 108
San Diego, California
(Address of principal executive
offices)
92122
(Zip code)

Registrant’s telephone number, including area code:
(858) 677-0900
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class
 
Name of Exchange on Which Registered
Common Stock, $0.0001 par value per share
 
The NASDAQ Stock Market LLC
 
Securities Registered Pursuant to Section 12(g) of the Act:
 
Retail Opportunity Investments Corp.                                     None
Retail Opportunity Investments Partnership, LP                    None
 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   
Retail Opportunity Investments Corp.
Yes ☒   No ☐
 
Retail Opportunity Investments Partnership, LP
Yes ☐   No ☒
 
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   
Retail Opportunity Investments Corp.
Yes ☐   No ☒
 
Retail Opportunity Investments Partnership, LP
Yes ☐   No ☒
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   
Retail Opportunity Investments Corp.
Yes ☒   No ☐
 
Retail Opportunity Investments Partnership, LP
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   
Retail Opportunity Investments Corp.
Yes ☒   No ☐
 
Retail Opportunity Investments Partnership, LP
Yes ☒   No ☐
 
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.  (Check one):
 
Retail Opportunity Investments Corp. 
Large accelerated filer ☒
Accelerated filer ☐
Non-accelerated filer ☐
(Do not check if a smaller
reporting company)
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Retail Opportunity Investments Partnership, LP 
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☒
(Do not check if a smaller
reporting company)
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
   

Indicate by check mark whether the registrant is a Shell Company (as defined in rule 12b-2 of the Exchange Act).  
Retail Opportunity Investments Corp.
Yes ☐   No ☒
 
Retail Opportunity Investments Partnership, LP
Yes ☐   No ☒
 
 

The aggregate market value of the common equity held by non-affiliates of Retail Opportunity Investments Corp. as of June 30, 2017, the last business day of its most recently completed second fiscal quarter, was $2.1 billion (based on the closing sale price of $19.19 per share of Retail Opportunity Investments Corp. common stock on that date as reported on the NASDAQ Global Select Market).
 
There is no public trading market for the operating partnership units of Retail Opportunity Investments Partnership, LP. As a result the aggregate market value of common equity securities held by non-affiliates of this registrant cannot be determined.
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: 112,420,425 shares of common stock, par value $0.0001 per share, of Retail Opportunity Investments Corp. outstanding as of February 16, 2018.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Portions of Retail Opportunity Investments Corp.’s definitive proxy statement for its 2017 Annual Meeting, to be filed within 120 days after its fiscal year, are incorporated by reference into Part III of this Annual Report on Form 10-K.


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EXPLANATORY PARAGRAPH
 
This report combines the annual reports on Form 10-K for the year ended December 31, 2017 of Retail Opportunity Investments Corp., a Maryland corporation (“ROIC”), and Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the “Operating Partnership”) of which Retail Opportunity Investments Corp. is the parent company and through its wholly owned subsidiary, acts as general partner. Unless otherwise indicated or unless the context requires otherwise, all references in this report to “the Company,” “we,” “us,” “our,” or “our company” refer to ROIC together with its consolidated subsidiaries, including Retail Opportunity Investments Partnership, LP. Unless otherwise indicated or unless the context requires otherwise, all references in this report to the Operating Partnership refer to Retail Opportunity Investments Partnership, LP together with its consolidated subsidiaries.
 
ROIC operates as a real estate investment trust and as of December 31, 2017, ROIC owned an approximate 90.5% partnership interest in the Operating Partnership. Retail Opportunity Investments GP, LLC, ROIC’s wholly-owned subsidiary, is the sole general partner of the Operating Partnership. Through this subsidiary, ROIC has full and complete authority and control over the Operating Partnership’s business.
 
The Company believes that combining the annual reports on Form 10-K of ROIC and the Operating Partnership into a single report will result in the following benefits:
 
facilitate a better understanding by the investors of ROIC and the Operating Partnership by enabling them to view the business as a whole in the same manner as management views and operates the business;

remove duplicative disclosures and provide a more straightforward presentation in light of the fact that a substantial portion of the disclosure applies to both ROIC and the Operating Partnership; and

create time and cost efficiencies through the preparation of one combined report instead of two separate reports.

Management operates ROIC and the Operating Partnership as one enterprise. The management of ROIC and the Operating Partnership are the same.
 
There are few differences between ROIC and the Operating Partnership, which are reflected in the disclosures in this report. The Company believes it is important to understand the differences between ROIC and the Operating Partnership in the context of how these entities operate as an interrelated consolidated company. ROIC is a real estate investment trust, whose only material assets are its direct or indirect partnership interests in the Operating Partnership and membership interest in Retail Opportunity Investments GP, LLC, which is the sole general partner of the Operating Partnership. As a result, ROIC does not conduct business itself, other than acting as the parent company and through Retail Opportunity Investments Partnership GP, LLC as the sole general partner of the Operating Partnership. The Operating Partnership holds substantially all the assets of the Company and directly or indirectly holds the ownership interests in the Company’s real estate ventures. The Company conducts its business through the Operating Partnership, which is structured as a partnership with no publicly traded equity. Except for net proceeds from equity issuances by ROIC, which are contributed to the Operating Partnership, the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations, by the Operating Partnership’s incurrence of indebtedness (directly and through subsidiaries) or through the issuance of operating partnership units (“OP Units”) of the Operating Partnership.
 
Non-controlling interests is the primary difference between the Consolidated Financial Statements for ROIC and the Operating Partnership. The OP Units in the Operating Partnership that are not owned by ROIC are accounted for as partners’ capital in the Operating Partnership’s financial statements and as non-controlling interests in ROIC’s financial statements. Accordingly, this report presents the Consolidated Financial Statements for ROIC and the Operating Partnership separately, as required, as well as Earnings Per Share / Earnings Per Unit and Capital of the Partnership.
 
This report also includes separate Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources, Item 9A. Controls and Procedures sections and separate Chief Executive Officer and Chief Financial Officer certifications for each of ROIC and the Operating Partnership as reflected in Exhibits 31 and 32.


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RETAIL OPPORTUNITY INVESTMENTS CORP.
 
 
 
 
TABLE OF CONTENTS
 
 
 
 
 
 
Page


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Statements Regarding Forward-Looking Information

When used in this discussion and elsewhere in this Annual Report on Form 10-K, the words “believes,” “anticipates,” “projects,” “should,” “estimates,” “expects,” and similar expressions are intended to identify forward-looking statements with the meaning of that term in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and in Section 21F of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).  Actual results may differ materially due to uncertainties including:
 
the Company’s ability to identify and acquire retail real estate that meet its investment standards in its markets;

the level of rental revenue the Company achieves from its assets;

the market value of the Company’s assets and the supply of, and demand for, the retail real estate in which it invests;

the state of the U.S. economy generally, or in specific geographic regions;

the impact of economic conditions on the Company’s business;

the conditions in the local markets in which the Company operates and its concentration in those markets, as well as changes in national economic and market conditions; 

consumer spending and confidence trends;

the Company’s ability to enter into new leases or to renew leases with existing tenants at the properties it owns or acquires at favorable rates;

the Company’s ability to anticipate changes in consumer buying practices and the space needs of tenants;

the competitive landscape impacting the properties the Company owns or acquires and their tenants;

the Company’s relationships with its tenants and their financial condition and liquidity;

ROIC’s ability to continue to qualify as a real estate investment trust for U.S. federal income tax (a “REIT”);

the Company’s use of debt as part of its financing strategy and its ability to make payments or to comply with any covenants under its senior unsecured notes, its unsecured credit facilities or other debt facilities it currently has or subsequently obtains;

the Company’s level of operating expenses, including amounts it is required to pay to its management team;

changes in interest rates that could impact the market price of ROIC’s common stock and the cost of the Company’s borrowings; and

legislative and regulatory changes (including changes to laws governing the taxation of REITs).
 
Forward-looking statements are based on estimates as of the date of this Annual Report on Form 10-K.  The Company disclaims any obligation to publicly release the results of any revisions to these forward-looking statements reflecting new estimates, events or circumstances after the date of this Annual Report on Form 10-K.
 
The risks included here are not exhaustive.  Other sections of this Annual Report on Form 10-K may include additional factors that could adversely affect the Company’s business and financial performance.  Moreover, the Company operates in a very competitive and rapidly changing environment.  New risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.  Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.



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PART I
 
In this Annual Report on Form 10-K, unless otherwise indicated or the context requires otherwise, all references to “the Company,” “we,” “us,” “our,” or “our company” refer to ROIC together with its consolidated subsidiaries, including the Operating Partnership.
 
Item 1.  Business
 
Overview
 
Retail Opportunity Investments Corp., a Maryland corporation (“ROIC”) commenced operations in October 2009 as a fully integrated, self-managed REIT, and as of December 31, 2017, ROIC owned an approximate 90.5% partnership interest and other limited partners owned the remaining 9.5% partnership interest in the Operating Partnership.  The Company specializes in the acquisition, ownership and management of necessity-based community and neighborhood shopping centers on the west coast of the United States, anchored by supermarkets and drugstores.  The Company is organized in a traditional umbrella partnership real estate investment trust (“UpREIT”) format pursuant to which Retail Opportunity Investments GP, LLC, its wholly-owned subsidiary, serves as the sole general partner of, and ROIC conducts substantially all of its business through, its operating partnership, Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), together with its subsidiaries. As of December 31, 2017, the Company’s portfolio consisted of 92 properties (91 retail and one office) totaling approximately 10.5 million square feet of gross leasable area (“GLA”).
 
ROIC’s only material assets are its direct or indirect partnership interests in the Operating Partnership and membership interest in Retail Opportunity Investments GP, LLC, which is the sole general partner of the Operating Partnership. As a result, ROIC does not conduct business itself, other than acting as the parent company and through this subsidiary, acts as the sole general partner of the Operating Partnership. The Operating Partnership holds substantially all the assets of the Company and directly or indirectly holds the ownership interests in the Company’s real estate ventures. The Operating Partnership conducts the operations of the Company’s business and is structured as a partnership with no publicly traded equity. Except for net proceeds from equity issuances by ROIC, which are contributed to the Operating Partnership, the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations, by the Operating Partnership’s incurrence of indebtedness (directly and through subsidiaries) or through the issuance of operating partnership units (“OP Units”) of the Operating Partnership.
 
Investment Strategy
 
The Company seeks to acquire shopping centers located in densely populated, supply-constrained metropolitan markets on the west coast of the United States, which exhibit income and population growth and high barriers to entry.  The Company’s senior management team has operated in the Company’s markets for over 25 years and has established an extensive network of relationships in these markets with key institutional and private property owners, brokers and financial institutions and other real estate operators.  The Company’s in-depth local and regional market knowledge and expertise provides a distinct competitive advantage in identifying and accessing attractive acquisition opportunities, including properties that are not widely marketed.
 
The Company seeks to acquire high quality necessity-based community and neighborhood shopping centers anchored by national and regional supermarkets and drugstores that are well-leased, with stable cash flows.  Additionally, the Company acquires shopping centers which it believes are candidates for attractive near-term re-tenanting or present other value-enhancement opportunities.
 
Upon acquiring a shopping center, the Company normally commences leasing initiatives aimed at enhancing long-term value through re-leasing below market space and improving the tenant mix.  The Company focuses on leasing to retailers that provide necessity-based, non-discretionary goods and services, catering to the basic and daily needs of the surrounding community.  The Company believes necessity-based retailers draw consistent, regular traffic to its shopping centers, which results in stronger sales for its tenants and a more consistent revenue base.  Additionally, the Company seeks to maintain a strong and diverse tenant base with a balance of large, long-term leases to major national and regional retailers, including supermarkets, drugstores and discount stores, with small, shorter-term leases to a broad mix of national, regional and local retailers.  The Company believes the long-term anchor tenants provide a reliable, stable base of rental revenue, while the shorter-term leases afford the Company the opportunity to drive rental growth, as well as the ongoing flexibility to adapt to evolving consumer trends.

The Company believes that the current market environment continues to present opportunities for it to further build its portfolio and add additional necessity-based community and neighborhood shopping centers that meet its investment profile.  The Company’s long-term objective is to prudently build and maintain a diverse portfolio of necessity-based community and

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neighborhood shopping centers aimed at providing stockholders with sustainable, long-term growth and value through all economic cycles.
 
In implementing its investment strategy and selecting an asset for acquisition, the Company analyzes the fundamental qualities of the asset, the inherent strengths and weaknesses of its market, sub-market drivers and trends, and potential risks and risk mitigants facing the property.  The Company believes that its acquisition process and operational expertise provide it with the capability to identify and properly underwrite investment opportunities.
 
The Company’s aim is to seek to provide diversification of assets, tenant exposures, lease terms and locations as its portfolio expands.  In order to capitalize on the changing sets of investment opportunities that may be present in the various points of an economic cycle, the Company may expand or refocus its investment strategy.  The Company’s investment strategy may be amended from time to time, if approved by its board of directors.  The Company is not required to seek stockholder approval when amending its investment strategy.
 
Transactions During 2017
 
Investing Activity
 
Property Asset Acquisitions
 
On January 25, 2017, the Company acquired the property known as PCC Community Markets Plaza located in Edmonds, Washington, within the Seattle metropolitan area, for an adjusted purchase price of approximately $8.7 million. PCC Community Markets Plaza is approximately 34,000 square feet and is anchored by PCC Community Markets. The property was acquired with available cash from operations.

On March 17, 2017, the Company acquired the property known as The Terraces located in Rancho Palos Verdes, California, within the Los Angeles metropolitan area, for an adjusted purchase price of approximately $54.2 million. The Terraces is approximately 173,000 square feet and is anchored by Trader Joe’s, Marshall’s and LA Fitness. The property was acquired with borrowings under the Company’s unsecured revolving credit facility (the “credit facility”).

On March 24, 2017, the Company acquired the property known as Santa Rosa Southside Shopping Center located in Santa Rosa, California, within the San Francisco metropolitan area, for an adjusted purchase price of approximately $28.9 million. Santa Rosa Southside Shopping Center is approximately 86,000 square feet and is anchored by REI and Cost Plus World Market. The property was acquired with borrowings under the credit facility and the issuance of 168,497 OP Units with a fair value of approximately $3.6 million.

On April 5, 2017, the Company acquired the property known as Division Center, located in Portland, Oregon, for an adjusted purchase price of approximately $33.1 million. Division Center is approximately 122,000 square feet and is anchored by Grocery Outlet Supermarket, Rite Aid Pharmacy and Petco. The property was acquired with borrowings under the credit facility.

On May 9, 2017, the Company acquired the property known as Highland Hill, located in Tacoma, Washington, within the Seattle metropolitan area, for an adjusted purchase price of approximately $47.4 million. Highland Hill is approximately 164,000 square feet and is anchored by Safeway Supermarket, LA Fitness, Dollar Tree and Petco. The property was acquired with borrowings under the credit facility.

On September 19, 2017, the Company acquired the property known as Monta Loma Plaza, located in Mountain View, California, within the San Francisco metropolitan area, for an adjusted purchase price of approximately $30.0 million. Monta Loma Plaza is approximately 48,000 square feet and is anchored by Safeway Supermarket. The property was acquired with borrowings under the credit facility.

On October 11, 2017, the Company acquired the properties known as Fullerton Crossroads and Riverstone Marketplace. Fullerton Crossroads, located in Fullerton, California, within Orange County, was acquired for an adjusted purchase price of approximately $61.6 million, is approximately 220,000 square feet and is anchored by Kroger (Ralph’s) Supermarket. Riverstone Marketplace, located in Vancouver, Washington, within the Portland metropolitan area, was acquired for an adjusted purchase price of approximately $31.7 million, is approximately 96,000 square feet and is anchored by Kroger (QFC) Supermarket. The properties were acquired through the issuance of 2,405,430 OP Units with a fair value of approximately $46.0 million and the assumption of existing debt on the properties with a fair value of approximately $46.0 million.


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On October 19, 2017, the Company acquired the property known as North Lynnwood Shopping Center, located in Lynnwood, Washington, within the Seattle metropolitan area, for an adjusted purchase price of approximately $13.3 million. North Lynnwood Shopping Center is approximately 64,000 square feet and is anchored by Kroger (QFC) Supermarket. The property was acquired with borrowings under the credit facility.

On November 30, 2017, the Company acquired the property known as The Village at Nellie Gail Ranch, located in Laguna Hills, California, within Orange County, for an adjusted purchase price of approximately $46.1 million. The Village at Nellie Gail Ranch is approximately 88,000 square feet and is anchored by Smart & Final Extra Supermarket. The property was acquired with borrowings under the credit facility.
 
Financing Activities
 
The Company employs prudent amounts of leverage and uses debt as a means of providing funds for the acquisition of its properties and the diversification of its portfolio.  The Company seeks to primarily utilize unsecured debt in order to maintain liquidity and flexibility in its capital structure.
 
Term Loan and Credit Facility
 
On September 29, 2015, the Company entered into a term loan agreement under which the lenders agreed to provide a $300.0 million unsecured term loan facility. Effective September 8, 2017, the Company entered into a First Amended and Restated Term Loan Agreement (the “Term Loan Agreement”) pursuant to which the maturity date of the term loan was extended from January 31, 2019 to September 8, 2022, without further options for extension. The Term Loan Agreement also provides that the Company may from time to time request increased aggregate commitments of $200.0 million under certain conditions set forth in the Term Loan Agreement, including the consent of the lenders for the additional commitments. Borrowings under the Term Loan Agreement accrue interest on the outstanding principal amount at a rate equal to an applicable rate based on the credit rating level of the Company, plus, as applicable, (i) a LIBOR rate determined by reference to the cost of funds for U.S. dollar deposits for the relevant period (the “Eurodollar Rate”), or (ii) a base rate determined by reference to the highest of (a) the federal funds rate plus 0.50%, (b) the rate of interest announced by the Administrative Agent as its “prime rate,” and (c) the Eurodollar Rate plus 1.10%.
 
The Operating Partnership has an unsecured revolving credit facility with several banks. Effective September 8, 2017, the Company entered into a Second Amended and Restated Credit Agreement (the “Credit Facility Agreement”) pursuant to which the borrowing capacity was increased from $500.0 million to $600.0 million. The maturity date of the credit facility was extended from January 31, 2019 to September 8, 2021, with two six-month extension options, which may be exercised by the Operating Partnership upon satisfaction of certain conditions including the payment of extension fees. Additionally, the credit facility contains an accordion feature, which allows the Operating Partnership to increase the borrowing capacity up to an aggregate of $1.2 billion, subject to lender consents and other conditions. Borrowings under the credit facility accrue interest on the outstanding principal amount at a rate equal to an applicable rate based on the credit rating level of the Company, plus, as applicable, (i) the Eurodollar Rate, or (ii) a base rate determined by reference to the highest of (a) the federal funds rate plus 0.50%, (b) the rate of interest announced by KeyBank, National Association as its “prime rate,” and (c) the Eurodollar Rate plus 1.00%. Additionally, the Operating Partnership is obligated to pay a facility fee at a rate based on the credit rating level of the Company, currently 0.20%, and a fronting fee at a rate of 0.125% per year with respect to each letter of credit issued under the credit facility. The Company has investment grade credit ratings from Moody’s Investors Service (Baa2) and Standard & Poor’s Ratings Services (BBB-).
 
Both the term loan and credit facility contain customary representations, financial and other covenants. The Operating Partnership’s ability to borrow under the term loan and credit facility are subject to its compliance with financial covenants and other restrictions on an ongoing basis. The Operating Partnership was in compliance with such covenants at December 31, 2017.
 
As of December 31, 2017, $300.0 million and $143.5 million were outstanding under the term loan and credit facility, respectively. The average interest rates on the term loan and the credit facility during the year ended December 31, 2017 were 2.2% and 2.1%, respectively. The Company had no available borrowings under the term loan at December 31, 2017. The Company had $456.5 million available to borrow under the credit facility at December 31, 2017.

Senior Notes

On November 10, 2017, the Operating Partnership entered into a Note Purchase Agreement which provided for the issuance of $250.0 million principal amount of 4.19% Senior Notes Due 2027 (the “Senior Notes Due 2027”) in a private placement effective December 15, 2017. The Senior Notes Due 2027 pay interest on June 15 and December 15 of each year, commencing on June 15, 2018, and mature on December 15, 2027, unless prepaid earlier by the Operating Partnership. The Operating Partnership’s

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performance of the obligations under the Note Purchase Agreement, including the payment of any outstanding indebtedness thereunder, are guaranteed, jointly and severally, by ROIC.

Mortgage Notes Payable

On October 11, 2017, in connection with the acquisitions of Fullerton Crossroads and Riverstone Marketplace, the Company assumed two existing mortgage loans with outstanding principal balances of approximately $26.0 million and $18.5 million, respectively.

On May 11, 2017, the Company repaid in full the Bernardo Heights mortgage note related to Bernardo Heights Plaza for a total of approximately $8.1 million, without penalty, in accordance with the prepayment provisions of the note.

Equity Issuance
 
In connection with the acquisitions of Fullerton Crossroads and Riverstone Marketplace, a portion of the consideration for the properties was funded through the issuance of 2,405,430 OP Units. On December 12, 2017, the Company issued 2,584,254 shares of common stock, at a price per share of $21.25, in exchange for the 2,405,430 OP Units previously issued and the rights to approximately $3.8 million of cash to be used to acquire a third property to be identified by the Company. The proceeds of approximately $3.8 million are classified in Restricted Cash in the consolidated balance sheet as of December 31, 2017, as the proceeds are being held with an exchange accommodator under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), and are expected to be used to purchase a replacement asset during the first half of 2018. The shares of common stock of the Company were issued in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
 
ATM Equity Offering
 
On September 19, 2014, ROIC entered into three separate Sales Agreements (the “Original Sales Agreements”) with each of Jefferies LLC, KeyBanc Capital Markets Inc., and Raymond James & Associates, Inc. (each individually, an “Original Agent” and collectively, the “Original Agents”) pursuant to which ROIC may sell, from time to time, shares of ROIC’s common stock, par value $0.0001 per share, having an aggregate offering price of up to $100.0 million through the Original Agents either as agents or principals. On May 23, 2016, ROIC entered into two additional sales agreements (the “Additional Sales Agreements”, and together with the Original Sales Agreements, the “Sales Agreements”) with each of Canaccord Genuity Inc. and Robert W. Baird & Co. Incorporated (the “Additional Agents”, and together with the Original Agents, the “Agents”) pursuant to which ROIC may sell shares of ROIC’s common stock through the Additional Agents either as agents or principals.

During the year ended December 31, 2017, ROIC sold a total of 34,001 shares of common stock under the Sales Agreements, which resulted in gross proceeds of approximately $681,000 and commissions of approximately $9,000 paid to the Agents.
 
The Company plans to finance future acquisitions through a combination of operating cashflow, borrowings under the credit facility, the assumption of existing mortgage debt, the issuance of equity securities including OP Units, equity and debt offerings, and the potential sale of existing assets.
 
Business Segments
 
The Company’s primary business is the ownership, management, and redevelopment of retail real estate properties. The Company reviews operating and financial information for each property on an individual basis and therefore, each property represents an individual operating segment. The Company evaluates financial performance using property operating income, defined as operating revenues (base rent and recoveries from tenants), less property and related expenses (property operating expenses and property taxes). The Company has aggregated the properties into one reportable segment as the properties share similar long-term economic characteristics and have other similarities including the fact that they are operated using consistent business strategies, are typically located in major metropolitan areas, and have similar tenant mixes.
 
Regulation
 
The following discussion describes certain material U.S. federal laws and regulations that may affect the Company’s operations and those of its tenants.  However, the discussion does not address state laws and regulations, except as otherwise indicated.  These state laws and regulations, like the U.S. federal laws and regulations, could affect the Company’s operations and those of its tenants.
 

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Generally, real estate properties are subject to various laws, ordinances and regulations.  Changes in any of these laws or regulations, such as the Comprehensive Environmental Response and Compensation, and Liability Act of 1980, as amended, increase the potential liability for environmental conditions or circumstances existing or created by tenants or others on the properties.  In addition, laws affecting development, construction, operation, upkeep, safety and taxation requirements may result in significant unanticipated expenditures, loss of real estate property sites or other impairments, which would adversely affect its cash flows from operating activities.
 
Under the Americans with Disabilities Act of 1990 (the “Americans with Disabilities Act”) all places of public accommodation are required to meet certain U.S. federal requirements related to access and use by disabled persons.  A number of additional U.S. federal, state and local laws also exist that may require modifications to properties, or restrict certain further renovations thereof, with respect to access thereto by disabled persons.  Noncompliance with the Americans with Disabilities Act could result in the imposition of fines or an award of damages to private litigants and also could result in an order to correct any non-complying feature and in substantial capital expenditures.  To the extent the Company’s properties are not in compliance, the Company may incur additional costs to comply with the Americans with Disabilities Act.
 
Property management activities are often subject to state real estate brokerage laws and regulations as determined by the particular real estate commission for each state.
 
Environmental Matters
 
Pursuant to U.S. federal, state and local environmental laws and regulations, a current or previous owner or operator of real property may be required to investigate, remove and/or remediate a release of hazardous substances or other regulated materials at or emanating from such property.  Further, under certain circumstances, such owners or operators of real property may be held liable for property damage, personal injury and/or natural resource damage resulting from or arising in connection with such releases.  Certain of these laws have been interpreted to be joint and several unless the harm is divisible and there is a reasonable basis for allocation of responsibility.  The failure to properly remediate the property may also adversely affect the owner’s ability to lease, sell or rent the property or to borrow funds using the property as collateral.
 
In connection with the ownership, operation and management of the Company’s current properties and any properties that it may acquire and/or manage in the future, the Company could be legally responsible for environmental liabilities or costs relating to a release of hazardous substances or other regulated materials at or emanating from such property.  In order to assess the potential for such liability, the Company conducts an environmental assessment of each property prior to acquisition and manages its properties in accordance with environmental laws while it owns or operates them.  All of its leases contain a comprehensive environmental provision that requires tenants to conduct all activities in compliance with environmental laws and to indemnify the owner for any harm caused by the failure to do so.  In addition, the Company has engaged qualified, reputable and adequately insured environmental consulting firms to perform environmental site assessments of its properties and is not aware of any environmental issues that are expected to materially impact the financial condition of the Company.
 
Competition
 
The Company believes that competition for the acquisition, operation and development of retail properties is highly fragmented.  The Company competes with numerous owners, operators and developers for acquisitions and development of retail properties, including institutional investors, other REITs and other owner-operators of necessity-based community and neighborhood shopping centers, primarily anchored by supermarkets and drugstores, some of which own or may in the future own properties similar to the Company’s in the same markets in which its properties are located.  The Company also faces competition in leasing available space to prospective tenants at its properties.  The actual competition for tenants varies depending upon the characteristics of each local market (including current economic conditions) in which the Company owns and manages property.  The Company believes that the principal competitive factors in attracting tenants in its market areas are location, demographics, price, the presence of anchor stores and the appearance of properties.
 
Many of the Company’s competitors are substantially larger and have considerably greater financial, marketing and other resources than the Company.  Other entities may raise significant amounts of capital, and may have investment objectives that overlap with those of the Company, which may create additional competition for opportunities to acquire assets.  In the future, competition from these entities may reduce the number of suitable investment opportunities offered to the Company or increase the bargaining power of property owners seeking to sell.  Further, as a result of their greater resources, such entities may have more flexibility than the Company does in their ability to offer rental concessions to attract tenants.  If the Company’s competitors offer space at rental rates below current market rates, or below the rental rates the Company currently charges its tenants, the Company may lose potential tenants and it may be pressured to reduce its rental rates below those it currently charges in order to retain tenants when its tenants’ leases expire.

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Employees
 
As of December 31, 2017, the Company had 73 employees, including three executive officers, one of whom is also a member of its board of directors and 19 maintenance employees at the shopping centers.
 
Available Information
 
The Company files its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports with the Securities and Exchange Commission (the “SEC”).  You may obtain copies of these documents by visiting the SEC’s Public Reference Room at 100 F Street N.E., Washington, D.C. 20549, or by calling the SEC at 1-800-SEC-0330.  The SEC also maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.  The Company’s website is www.roireit.net.  The Company’s reports on Forms 10-K, 10-Q and 8-K, and all amendments to those reports are available free of charge on its Website as soon as reasonably practicable after the reports and amendments are electronically filed with or furnished to the SEC.  The contents of the Company’s website are not incorporated by reference herein.
 
Item 1A.  Risk Factors
 
Risks Related to the Company’s Business and Operations
 
There are risks relating to investments in real estate.
 
Real property investments are subject to varying degrees of risk.  Real estate values are affected by a number of factors, including:  changes in the general economic climate, local conditions (such as an oversupply of space or a reduction in demand for real estate in an area), the quality and philosophy of management, competition from other available space, the ability of the owner to provide adequate maintenance and insurance and to control variable operating costs, adverse weather conditions, natural disasters, terrorist activities and other factors in the areas in which the properties are located.  Shopping centers, in particular, may be affected by changing perceptions of retailers or shoppers regarding the safety, convenience and attractiveness of the shopping center, increasing consumer purchases through online retail websites and catalogs, the ongoing consolidation in the retail sector and by the overall climate for the retail industry generally.  Real estate values are also affected by such factors as government regulations, interest rate levels, the availability of financing and potential liability under, and changes in, environmental, zoning, tax and other laws.  A significant portion of the Company’s income is derived from rental income from real property.  The Company’s income, cash flow, results of operations, financial condition, liquidity and ability to service its debt obligations could be materially and adversely affected if a significant number of its tenants were unable to meet their obligations, or if it were unable to lease on economically favorable terms a significant amount of space in its properties.  In the event of default by a tenant, the Company may experience delays in enforcing, and incur substantial costs to enforce, its rights as a landlord.  In addition, certain significant expenditures associated with each equity investment (such as mortgage payments, real estate taxes and maintenance costs) are generally not reduced when circumstances cause a reduction in income from the investment.
 
The Company operates in a highly competitive market and competition may limit its ability to acquire desirable assets and to attract and retain tenants.
 
The Company operates in a highly competitive market.  The Company’s profitability depends, in large part, on its ability to acquire its assets at favorable prices and on trends impacting the retail industry in general, national, regional and local economic conditions, financial condition and operating results of current and prospective tenants and customers, availability and cost of capital, construction and renovation costs, taxes, governmental regulations, legislation and population trends.  Many of the Company’s competitors are substantially larger and have considerably greater financial, marketing and other resources than it does.  Other entities may raise significant amounts of capital, and may have investment objectives that overlap with the Company’s.  In addition, the properties that the Company acquires may face competition from similar properties in the same market, as well as from e-commerce websites.  At the time of the commencement of the Company’s operations, conditions in the capital markets and the credit markets reduced competitors’ ability to finance acquisitions. As access to capital and credit have improved and the number of competitors operating in the Company’s markets have increased, the Company has faced increased competition for opportunities to acquire assets and to attract and retain tenants. The presence of competitive alternatives affects the Company’s ability to lease space and the level of rents it can obtain. New construction, renovations and expansions at competing sites could also negatively affect the Company’s properties.
 

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The Company may change any of its strategies, policies or procedures without stockholder consent, which could materially and adversely affect its business.
 
The Company may change any of its strategies, policies or procedures with respect to acquisitions, asset allocation, growth, operations, indebtedness, financing strategy and distributions, including those related to maintaining its REIT qualification, at any time without the consent of its stockholders, which could result in making acquisitions that are different from, and possibly riskier than, the types of acquisitions described in this Annual Report on Form 10-K.  A change in the Company’s strategy may increase its exposure to real estate market fluctuations, financing risk, default risk and interest rate risk.  Furthermore, a change in the Company’s asset allocation could result in the Company making acquisitions in asset categories different from those described in this Annual Report on Form 10-K.  These changes could materially and adversely affect the Company’s income, cash flow, results of operations, financial condition, liquidity, the ability to service its debt obligations, the market price of its common stock and its ability to pay dividends and other distributions to its stockholders.
 
The Company’s directors are subject to potential conflicts of interest.
 
The Company’s executive officers and directors face conflicts of interest.  Except for Messrs. Tanz, Haines and Schoebel, none of the Company’s executive officers or directors are required to commit their full time to its affairs and, accordingly, they may have conflicts of interest in allocating management time among various business activities.  In addition, except for Mr. Tanz, each of the Company’s directors (including the Company’s non-Executive Chairman) is engaged in several other business endeavors.  In the course of their other business activities, the Company’s directors may become aware of investment and business opportunities that may be appropriate for presentation to the Company as well as the other entities with which they are affiliated.  They may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
 
As a result of multiple business affiliations, the Company’s non-management directors may have legal obligations relating to presenting opportunities to acquire one or more properties, portfolios or real estate-related debt investments to other entities.  The Company’s non-management directors (including the Company’s non-executive Chairman) may present such opportunities to the other entities to which they owe pre-existing fiduciary duties before presenting such opportunities to the Company.  In addition, conflicts of interest may arise when the Company’s board of directors evaluates a particular opportunity.
 
Capital markets and economic conditions can materially affect the Company’s financial condition, its results of operations and the value of its assets.
 
There are many factors that can affect the value of the Company’s assets, including the state of the capital markets and economy.  The great recession negatively affected consumer spending and retail sales, which adversely impacted the performance and value of retail properties in most regions in the United States.  In addition, loans backed by real estate were difficult to obtain and that difficulty, together with a tightening of lending policies, resulted in a significant contraction in the amount of debt available to fund retail properties.  Although there has been improvement in the credit and real estate markets, any reduction in available financing may materially and adversely affect the Company’s ability to achieve its financial objectives.  Concern about the stability of the markets generally may limit the Company’s ability and the ability of its tenants to timely refinance maturing liabilities and access the capital markets to meet liquidity needs.  Although the Company will factor in these conditions in acquiring its assets, its long term success depends in part on general economic conditions and the stability and dependability of the financing market for retail real estate.  If the national economy or the local economies in which the Company operates were to experience uncertainty, or if general economic conditions were to worsen, the Company’s income, cash flow, results of operations, financial condition, liquidity, the ability to service its debt obligations, the market price of its common stock and its ability to pay dividends and other distributions to its stockholders could be materially and adversely affected.
 
Bankruptcy or insolvency of tenants may decrease the Company’s revenues and available cash.
 
In the case of many retail properties, the bankruptcy or insolvency of a major tenant could cause the Company to suffer lower revenues and operational difficulties, and could allow other tenants to exercise so-called “kick-out” clauses in their leases and terminate their lease or reduce their rents prior to the normal expiration of their lease terms.  As a result, the bankruptcy or insolvency of major tenants could materially and adversely affect the Company’s income, cash flow, results of operations, financial condition, liquidity, the ability to service its debt obligations, the market price of its common stock and its ability to pay dividends and other distributions to its stockholders.
 

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Inflation or deflation may materially and adversely affect the Company’s income, cash flow, results of operations, financial condition, liquidity, the ability to service its debt obligations, the market price of its common stock and its ability to pay dividends and distributions to its stockholders.
 
Increased inflation could have a pronounced negative impact on the Company’s property operating expenses and general and administrative expenses, as these costs could increase at a rate higher than the Company’s rents.  Inflation could also have an adverse effect on consumer spending which could impact the Company’s tenants’ sales and, in turn, the Company’s percentage rents, where applicable, and the willingness and ability of tenants to enter into or renew leases and/or honor their obligations under existing leases.  Conversely, deflation could lead to downward pressure on rents and other sources of income.
 
Compliance or failure to comply with safety regulations and requirements could result in substantial costs.
 
The Company’s properties are subject to various federal, state and local regulatory requirements, such as state and local fire and life safety requirements.  If the Company fails to comply with these requirements, it could incur fines or private damage awards.  The Company does not know whether compliance with the requirements will require significant unanticipated expenditures that could affect its income, cash flow, results of operations, financial condition, liquidity, prospects and ability to service its debt obligations, the market price of its common stock and its ability to pay dividends and other distributions to its stockholders.
 
The Company expects to acquire additional properties and this may create risks.
 
The Company expects to acquire additional properties consistent with its investment strategies.  The Company may not, however, succeed in consummating desired acquisitions on time, within budget or at all.  In addition, the Company may face competition in pursuing acquisition opportunities, which could result in increased acquisition costs.  When the Company does pursue a project or acquisition, it may not succeed in leasing newly acquired properties at rents sufficient to cover its costs of acquisition.  Difficulties in integrating acquisitions may prove costly or time-consuming and could result in poorer than anticipated performance.  The Company may also abandon acquisition opportunities that it has begun pursuing and consequently fail to recover expenses already incurred.  Furthermore, acquisitions of new properties will expose the Company to the liabilities of those properties, including, for example, liabilities for clean-up of disclosed or undisclosed environmental contamination, claims by persons in respect of events transpiring or conditions existing before the Company’s acquisition and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of properties.
 
Factors affecting the general retail environment could adversely affect the financial condition of the Company’s retail tenants and the willingness of retailers to lease space in its shopping centers, and in turn, materially and adversely affect the Company.
 
The Company’s properties are focused on the retail real estate market.  This means that the performance of the Company’s properties will be impacted by general retail market conditions, including the level of consumer spending and consumer confidence, the threat of terrorism and increasing competition from online retail websites and catalog companies.  These conditions could adversely affect the financial condition of the Company’s retail tenants and the willingness and ability of retailers to lease space, or renew existing leases, in the Company’s shopping centers and to honor their obligations under existing leases, and in turn, materially and adversely affect the Company.

The Company’s growth depends on external sources of capital, which may not be available in the future.
 
In order to maintain its qualification as a REIT, the Company is required under the Code to annually distribute at least 90% of its REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain.  After the Company invests its cash on hand, it expects to depend primarily on the credit facility and other external financing (including debt and equity financings) to fund the growth of its business.  The Company’s access to debt or equity financing depends on the willingness of third parties to lend or make equity investments and on conditions in the capital markets generally.  As a result of changing economic conditions, the Company may be limited in its ability to obtain additional financing or to refinance existing debt maturities on favorable terms or at all and there can be no assurances as to when financing conditions will improve.
 
The Company does not have a formal policy limiting the amount of debt it may incur and its board of directors may change its leverage policy without stockholder consent, which could result in a different risk profile.
 
Although the Company’s charter and bylaws do not limit the amount of indebtedness the Company can incur, the Company’s policy is to employ prudent amounts of leverage and use debt as a means of providing additional funds for the acquisition of its assets and the diversification of its portfolio.  The amount of leverage the Company will deploy for particular investments will depend upon its management team’s assessment of a variety of factors, which may include the anticipated liquidity and price volatility of the assets in its portfolio, the potential for losses, the availability and cost of financing the assets, the Company’s

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opinion of the creditworthiness of its financing counterparties, the health of the U.S. economy and commercial mortgage markets, the Company’s outlook for the level, slope and volatility of interest rates, the credit quality of the tenants occupying space at the Company’s properties, and the need for the Company to comply with financial covenants contained in the Company’s credit agreements.  The Company’s board of directors may change its leverage policies at any time without the consent of its stockholders, which could result in an investment portfolio with a different risk profile.
 
The Company could be adversely affected if it or any of its subsidiaries are required to register as an investment company under the Investment Company Act of 1940 as amended (the “1940 Act”).
 
The Company conducts its operations so that neither it, nor the Operating Partnership nor any of the Company’s other subsidiaries, is required to register as investment companies under the 1940 Act.  If the Company, the Operating Partnership or the Company’s other subsidiaries are required to register as an investment company but fail to do so, the unregistered entity would be prohibited from engaging in certain business, and criminal and civil actions could be brought against such entity.  In addition, the contracts of such entity would be unenforceable unless a court required enforcement, and a court could appoint a receiver to take control of the entity and liquidate its business.
 
Real estate investments’ value and income fluctuate due to conditions in the general economy and the real estate business, which may materially and adversely affect the Company’s ability to service its debt and expenses.
 
The value of real estate fluctuates depending on conditions in the general and local economy and the real estate business.  These conditions may also limit the Company’s revenues and available cash.  The rents the Company receives and the occupancy levels at its properties may decline as a result of adverse changes in conditions in the general economy and the real estate business.  If rental revenues and/or occupancy levels decline, the Company generally would expect to have less cash available to pay indebtedness and for distribution to its stockholders.  In addition, some of the Company’s major expenses, including mortgage payments, real estate taxes and maintenance costs, generally do not decline when the related rents decline.
 
The lack of liquidity of the Company’s assets could materially and adversely affect the Company’s income, cash flow, results of operations, financial condition, liquidity, the ability to service its debt obligations, the market price of its common stock and its ability to pay dividends and other distributions to its stockholders, and could materially and adversely affect the Company’s ability to value and sell its assets.
 
Real estate investments are relatively difficult to buy and sell quickly.  As a result, the Company expects many of its investments will be illiquid and if it is required to liquidate all or a portion of its portfolio quickly, it may realize significantly less than the value at which it had previously recorded its investments.
 
The Company depends on leasing space to tenants on economically favorable terms and collecting rent from tenants, some of whom may not be able to pay.
 
The Company’s financial results depend significantly on leasing space in its properties to tenants on economically favorable terms.  In addition, as a substantial majority of the Company’s revenue comes from renting real property, the Company’s income, cash flow, results of operations, financial condition, liquidity, the ability to service its debt obligations, the market price of its common stock and its ability to pay dividends and other distributions to its stockholders could be materially and adversely affected if a significant number of its tenants cannot pay their rent or if the Company is not able to maintain occupancy levels on favorable terms.  If a tenant does not pay its rent, the Company may not be able to enforce its rights as landlord without delays and may incur substantial legal costs.

Some of the Company’s properties depend on anchor stores or major tenants to attract shoppers and could be materially and adversely affected by the loss of or a store closure by one or more of these tenants.
 
The Company’s shopping centers are primarily anchored by national and regional supermarkets and drug stores.  The value of the retail properties the Company acquires could be materially and adversely affected if these tenants fail to comply with their contractual obligations, seek concessions in order to continue operations or cease their operations.  Adverse economic conditions may result in the closure of existing stores by tenants which may result in increased vacancies at the Company’s properties.  Any periods of significant vacancies for the Company’s properties could materially and adversely impact the Company’s income, cash flow, results of operations, financial condition, liquidity, the ability to service its debt obligations, the market price of its common stock and its ability to pay dividends and other distributions to its stockholders.
 

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Loss of revenues from major tenants could reduce the Company’s income, cash flow, results of operations, financial condition, liquidity, the ability to service its debt obligations, the market price of its common stock and its ability to pay dividends and other distributions to its stockholders.
 
The Company derives significant revenues from anchor tenants such as Albertson’s/Safeway Supermarkets, Kroger Supermarkets and Rite Aid Pharmacy.  As of December 31, 2017, these tenants are the Company’s three largest tenants and accounted for 6.0%, 3.4% and 1.6%, respectively, of its annualized base rent on a pro-rata basis.  The Company’s income, cash flow, results of operations, financial condition, liquidity, the ability to service its debt obligations, the market price of its common stock and its ability to pay dividends and other distributions to its stockholders could be materially and adversely affected by the loss of revenues in the event a major tenant becomes bankrupt or insolvent, experiences a downturn in its business, materially defaults on its leases, does not renew its leases as they expire, or renews at lower rental rates.
 
The Company’s inability to receive reimbursements of Common Area Maintenance (“CAM”) costs from tenants could adversely affect the Company’s cash flow.
 
CAM costs typically include allocable energy costs, repairs, maintenance and capital improvements to common areas, janitorial services, administrative, property and liability insurance costs and security costs.  The Company may acquire properties with leases with variable CAM provisions that adjust to reflect inflationary increases or leases with a fixed CAM payment methodology which fixes its tenants’ CAM contributions.  With respect to both variable and fixed payment methodologies, the amount of reimbursements for CAM costs that the Company is entitled to receive from its tenants pursuant to the terms of the respective lease agreements may be less than the actual CAM costs at the Company’s properties. The Company’s inability to recover or pass on CAM costs to its tenants, whether due to the terms of the Company’s leases or vacancies at the Company’s properties could adversely affect the Company’s cash flow.
 
The Company may incur costs to comply with environmental laws.
 
The Company’s operations and properties are subject to various federal, state and local laws and regulations concerning the protection of the environment, including air and water quality, hazardous or toxic substances and health and safety.  Under some environmental laws, a current or previous owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances released at a property.  The owner or operator may also be held liable to a governmental entity or to third parties for property damage or personal injuries and for investigation and clean-up costs incurred by those parties because of the contamination.  These laws often impose liability without regard to whether the owner or operator knew of the release of the substances or caused the release.  The presence of contamination or the failure to remediate contamination may impair the Company’s ability to sell or lease real estate or to borrow using the real estate as collateral.  Other laws and regulations govern indoor and outdoor air quality including those that can require the abatement or removal of asbestos-containing materials in the event of damage, demolition, renovation or remodeling and also govern emissions of and exposure to asbestos fibers in the air.  The maintenance and removal of lead paint and certain electrical equipment containing polychlorinated biphenyls (“PCBs”) and underground storage tanks are also regulated by federal and state laws.  The Company is also subject to risks associated with human exposure to chemical or biological contaminants such as molds, pollens, viruses and bacteria which, above certain levels, can be alleged to be connected to allergic or other health effects and symptoms in susceptible individuals.  The Company could incur fines for environmental compliance and be held liable for the costs of remedial action with respect to the foregoing regulated substances or tanks or related claims arising out of environmental contamination or human exposure to contamination at or from its properties.  Identification of compliance concerns or undiscovered areas of contamination, changes in the extent or known scope of contamination, discovery of additional sites, human exposure to the contamination or changes in cleanup or compliance requirements could result in significant costs to the Company. Moreover, compliance with new laws or regulations such as those related to climate change, including compliance with “green” building codes, or more stringent laws or regulations or stricter interpretations of existing laws may require material expenditures by the Company.
 
The Company faces risks associated with security breaches through cyber attacks, cyber intrusions or otherwise, as well as other significant disruptions of its information technology (“IT”) networks and related systems. 
 
The Company faces risks associated with security breaches, whether through cyber attacks or cyber intrusions over the Internet, malware, computer viruses, attachments to e-mails, persons inside the Company or persons with access to systems inside the Company, and other significant disruptions of the Company’s IT networks and related systems. The risk of a security breach or disruption, particularly through cyber attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. The Company’s IT networks and related systems are essential to the operation of its business and its ability to perform day-to-day operations (including managing its building systems). There can be no assurance that the Company’s efforts to maintain the security and integrity of these types of IT networks and related systems will be effective or that attempted security

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breaches or disruptions would not be successful or damaging. A security breach or other significant disruption involving the Company’s IT networks and related systems could materially and adversely impact the Company’s income, cash flow, results of operations, financial condition, liquidity, the ability to service its debt obligations, the market price of its common stock and its ability to pay dividends and other distributions to its stockholders.
 
Our business and operations would suffer in the event of system failures. 
 
Despite system redundancy, the implementation of security measures and the existence of a disaster recovery plan for our internal information technology systems, our systems are vulnerable to damage from any number of sources, including computer viruses, unauthorized access, energy blackouts, natural disasters, terrorism, war and telecommunication failures.  Any system failure or accident that causes interruptions in our operations could result in a material disruption to our business.  We may also incur additional costs to remedy damages caused by such disruptions.

A prolonged economic slowdown, a lengthy or severe recession or declining real estate values could impair the Company’s assets and have a material and adverse effect on its income, cash flow, results of operations, financial condition, liquidity, the ability to service its debt obligations, the market price of its common stock and its ability to pay dividends and other distributions to its stockholders.
 
The Company believes the risks associated with its business will be more severe during periods of economic slowdown or recession if these periods are accompanied by declining real estate values.  Declines in real estate values, among other factors, could result in a determination that the Company’s assets have been impaired. If the Company determines that an impairment has occurred, the Company would be required to make an adjustment to the net carrying value of the asset which could have an adverse effect on its results of operations in the period in which the impairment charge is recorded. Although the Company will take current economic conditions into account in acquiring its assets, the Company’s long term success, and the value of its assets, depends in part on general economic conditions and other factors beyond the Company’s control.  If the national economy or the local economies in which the Company operates experience uncertainty, or if general economic conditions were to worsen, the value of the Company’s properties could decline, and the Company’s income, cash flow, results of operations, financial condition, liquidity, the ability to service its debt obligations, the market price of its common stock and its ability to pay dividends and other distributions to its stockholders, could be materially and adversely affected.
 
Loss of key personnel could harm the Company’s operations.
 
The Company is dependent on the efforts of certain key personnel of its senior management team.  While the Company has employment contracts with each of Messrs. Tanz, Haines and Schoebel, the loss of the services of any of these individuals could harm the Company’s operations and have a material and adverse effect on its income, cash flow, results of operations, financial condition, liquidity, the ability to service its debt obligations, the market price of its common stock and its ability to pay dividends and other distributions to its stockholders.
 
Under their employment agreements, certain members of the Company’s senior management team will have certain rights to terminate their employment and receive severance in connection with a change in control of the Company.
 
The Company’s employment agreements with each of Messrs. Tanz, Haines and Schoebel, which provide that, upon termination of his employment (i) by the applicable officer within 12 months following the occurrence of a change in control (as defined in the employment agreement), (ii) by the Company without cause (as defined in the employment agreement), (iii) by the applicable officer for good reason (as defined in the employment agreement), (iv) by non-renewal of the applicable officer’s employment agreement or (v) by reason of the applicable officer’s death or disability (as defined in the employment agreement), such executive officers would be entitled to certain termination or severance payments made by the Company (which may include a lump sum payment equal to defined percentages of annual salary and prior years’ average bonuses, paid in accordance with the terms and conditions of the respective agreement).  In addition, the vesting of all his outstanding unvested equity-based incentives and awards would accelerate.  These provisions make it costly to terminate their employment and could delay or prevent a transaction or a change in control of the Company that might involve a premium paid for shares of its common stock or otherwise be in the best interests of its stockholders.
 
Joint venture investments could be materially and adversely affected by the Company’s lack of sole decision-making authority or reliance on a joint venture partner’s financial condition.
 
The Company may enter into joint venture arrangements in the future.  Investments in joint ventures involve risks that are not otherwise present with properties which the Company owns entirely.  In a joint venture investment, the Company may not have exclusive control or sole decision-making authority over the development, financing, leasing, management and other aspects of

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these investments.  As a result, the joint venture partner might have economic or business interests or goals that are inconsistent with the Company’s goals or interests, take action contrary to the Company’s interests or otherwise impede the Company’s objectives.  Joint venture investments involve risks and uncertainties, including the risk of the joint venture partner failing to provide capital and fulfill its obligations, which may result in certain liabilities to the Company for guarantees and other commitments, the risk of conflicts arising between the Company and its partners and the difficulty of managing and resolving such conflicts, and the difficulty of managing or otherwise monitoring such business arrangements.  The joint venture partner also might become insolvent or bankrupt, which may result in significant losses to the Company.  Further, although the Company may own a controlling interest in a joint venture and may have authority over major decisions such as the sale or refinancing of investment properties, the Company may have fiduciary duties to the joint venture partners or the joint venture itself that may cause, or require, it to take or refrain from taking actions that it would otherwise take if it owned the investment properties outright.

Uninsured losses or a loss in excess of insured limits could materially and adversely affect the Company.
 
The Company carries comprehensive general liability, fire, extended coverage, loss of rent insurance, and environmental liability where applicable on its properties, with policy specifications and insured limits customarily carried for similar properties.  There are certain types of losses, such as losses resulting from wars or acts of God that generally are not insured because they are either uninsurable or not economically insurable.  Should an uninsured loss or a loss in excess of insured limits occur, the Company could lose capital invested in a property, as well as the anticipated future revenues from a property, while remaining obligated for any mortgage indebtedness, or other financial obligations or liabilities related to the property.  Any loss of these types could materially and adversely affect the Company’s income, cash flow, results of operations, financial condition, liquidity, prospects and ability to service its debt obligations, the market price of its common stock and its ability to pay dividends and other distributions to its stockholders.

The Company could be materially and adversely affected by poor market conditions where its properties are geographically concentrated.
 
The Company’s performance depends on the economic conditions in markets in which its properties are concentrated.  During the year ended December 31, 2017, the Company’s properties in California, Washington and Oregon accounted for 66%, 19% and 15%, respectively, of its consolidated property operating income.  The Company’s income, cash flow, results of operations, financial condition, liquidity, the ability to service its debt obligations, the market price of its common stock and its ability to pay dividends and other distributions to its stockholders could be materially and adversely affected by this geographic concentration if market conditions, such as an oversupply of space or a reduction in demand for real estate in an area, deteriorate in California, Washington and Oregon. Moreover, due to the geographic concentration of its properties, the Company may be disproportionately affected by general risks such as natural disasters, including major fires, floods and earthquakes, severe or inclement weather, and acts of terrorism should such developments occur in or near the markets in California, Washington and Oregon in which the Company’s properties are located.
 
Should the Company decide at some point in the future to expand into new markets, it may not be successful, which could materially and adversely affect its business, financial condition, liquidity and results of operations.
 
The Company’s properties are concentrated in California, Washington and Oregon. If the opportunity arises, the Company may explore acquisitions of properties in new markets inside or outside of these states. Each of the risks applicable to the Company’s ability to successfully acquire, integrate and operate properties in its current markets may also apply to its ability to successfully acquire, integrate and operate properties in new markets. In addition to these risks, the Company’s management team may not possess the same level of knowledge with respect to market dynamics and conditions of any new market in which the Company may attempt to expand, which could materially and adversely affect its ability to operate in any such markets. The Company may be unable to obtain the desired returns on its investments in these new markets, which could materially and adversely affect the Company’s income, cash flow, results of operations, financial condition, liquidity, prospects and ability to service its debt obligations, the market price of its common stock and its ability to pay dividends and other distributions to its stockholders.
 
Risks Related to Financing
 
The Company’s term loan, credit facility and unsecured senior notes contain restrictive covenants relating to its operations, which could limit the Company’s ability to respond to changing market conditions and its ability to pay dividends and other distributions to its stockholders.
 
The Company’s term loan, credit facility and unsecured senior notes contain restrictive covenants.  These or other limitations, including those that may apply to future Company borrowings, may materially and adversely affect the Company’s flexibility and

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its ability to achieve its operating plans and could result in the Company being limited in the amount of dividends and distributions it would be permitted to pay to its stockholders.
 
In addition, failure to comply with these covenants could cause a default under the applicable debt instrument, and the Company may then be required to repay such debt with capital from other sources.  Under those circumstances, other sources of capital may not be available to the Company, or may be available only on unattractive terms.
 
Certain of the Company’s mortgage financing arrangements and other indebtedness contain provisions that could limit the Company’s operating flexibility.
 
The Company’s existing mortgage financing contains, and future mortgage financing may in the future contain, customary covenants and provisions that limit the Company’s ability to pre-pay such mortgages before their scheduled maturity date or to transfer the underlying asset. Additionally, the Company’s ability to satisfy prospective mortgage lenders’ insurance requirements may be materially and adversely affected if lenders generally insist upon greater insurance coverage against certain risks than is available to the Company in the marketplace or on commercially reasonable terms.  In addition, because a mortgage is secured by a lien on the underlying real property, mortgage defaults subject the Company to the risk of losing the property through foreclosure.
 
The Company’s access to financing may be limited and thus its ability to potentially enhance its returns may be materially and adversely affected.
 
The Company intends, when appropriate, to employ prudent amounts of leverage and use debt as a means of providing additional funds for the acquisition of its assets and the diversification of its portfolio.  As of December 31, 2017, the Company’s outstanding principal mortgage indebtedness was approximately $106.3 million, and the Company may incur significant additional debt to finance future acquisition and development activities.  The credit facility consists of a $600.0 million unsecured revolving credit facility and the Company has a $300.0 million term loan, of which $143.5 million and $300.0 million, respectively, were outstanding as of December 31, 2017.
 
In addition, the Operating Partnership issued $250.0 million aggregate principal amount of unsecured senior notes in December 2017 (the “Senior Notes Due 2027”), $200.0 million aggregate principal amount of unsecured senior notes in September 2016 (the “Senior Notes Due 2026”), $250.0 million aggregate principal amount of unsecured senior notes in December 2014 (the “Senior Notes Due 2024”) and $250.0 million aggregate principal amount of unsecured senior notes in December 2013 (the “Senior Notes Due 2023” and collectively with the Senior Notes Due 2024, the Senior Notes Due 2026 and the Senior Notes Due 2027, the “unsecured senior notes”), each of which were fully and unconditionally guaranteed by ROIC.
 
The Company’s access to financing will depend upon a number of factors, over which it has little or no control, including:
 
general market conditions;

the market’s view of the quality of the Company’s assets;

the market’s perception of the Company’s growth potential;

the Company’s eligibility to participate in and access capital from programs established by the U.S. government;

the Company’s current and potential future earnings and cash distributions; and

the market price of the shares of the Company’s common stock. 

Although the credit markets and real estate have recovered from the great recession, any reduction in available financing may materially and adversely affect the Company’s ability to achieve its financial objectives.  Concern about the stability of the markets generally could adversely affect one or more private lenders and could cause one or more private lenders to be unwilling or unable to provide the Company with financing or to increase the costs of that financing.  In addition, if regulatory capital requirements imposed on the Company’s private lenders change, they may be required to limit, or increase the cost of, financing they provide to the Company.  In general, this could potentially increase the Company’s financing costs and reduce its liquidity or require it to sell assets at an inopportune time or price.
 
During times when interest rates on mortgage loans are high or financing is otherwise unavailable on a timely basis, the Company may purchase certain properties for cash or equity securities, including OP Units, or a combination thereof.  Consequently,

17



depending on market conditions at the relevant time, the Company may have to rely more heavily on additional equity issuances, which may be dilutive to its stockholders, or on less efficient forms of debt financing that require a larger portion of its cash flow from operations, thereby reducing funds available for its operations, future business opportunities, cash distributions to its stockholders and other purposes.  The Company cannot assure you that it will have access to such equity or debt capital on favorable terms (including, without limitation, cost and term) at the desired times, or at all, which may cause it to curtail its asset acquisition activities and/or dispose of assets, which could materially and adversely affect its income, cash flow, results of operations, financial condition, liquidity, the ability to service its debt obligations, the market price of its common stock and its ability to pay dividends and other distributions to its stockholders.
 
Increases in interest rates could increase the amount of the Company’s debt payments and materially and adversely affect its business, financial condition, liquidity and results of operations.
 
Interest the Company pays could reduce cash available for distributions. As of December 31, 2017, the Company had approximately $143.5 million and $300.0 million outstanding under the Company’s $600.0 million unsecured revolving credit facility and $300.0 million term loan, respectively, that bear interest at a variable rate. In addition, the Company may incur variable rate debt in the future, including mortgage debt, borrowings under the credit facility or new credit facilities. An increase in interest rates would increase the Company’s interest costs, which could adversely affect the Company’s cash flow, results of operations, ability to pay principal and interest on debt and pay dividends and other distributions to its stockholders, and reduce the Company’s access to capital markets. In addition, if the Company needs to repay existing debt during periods of rising interest rates, it may be required to incur additional indebtedness at higher rates. From time to time, the Company may enter into interest rate swap agreements and other interest rate hedging contracts with the intention of lessening the impact of rising interest rates. However, increased interest rates may increase the risk that the counterparties to such agreements may not be able to fulfill their obligations under these agreements, and there can be no assurance that these arrangements will be effective in reducing the Company’s exposure to interest rate changes.  These risks could materially and adversely affect the Company’s cash flow, results of operations, financial condition, liquidity, the ability to service its debt obligations, the market price of its common stock and its ability to pay dividends and other distributions to its stockholders.
 
Financing arrangements that the Company may use to finance its assets may require it to provide additional collateral or pay down debt.
 
The Company, when appropriate, uses traditional forms of financing including secured debt.  In the event the Company utilizes such financing arrangements, they would involve the risk that the market value of its assets which are secured may decline in value, in which case the lender may, in connection with a refinancing, require it to provide additional collateral, provide additional equity, or to repay all or a portion of the funds advanced.  The Company may not have the funds available to repay its debt or provide additional equity at that time, which would likely result in defaults unless it is able to raise the funds from alternative sources, which it may not be able to achieve on favorable terms or at all.  Providing additional collateral or equity would reduce the Company’s liquidity and limit its ability to leverage its assets.  If the Company cannot meet these requirements, the lender could accelerate the Company’s indebtedness, increase the interest rate on advanced funds and terminate its ability to borrow funds from them, which could materially and adversely affect the Company’s income, cash flow, results of operations, financial condition, liquidity, the ability to service its debt obligations, the market price of its common stock and its ability to pay dividends and other distributions to its stockholders.  The providers of secured debt may also require the Company to maintain a certain amount of cash or set aside assets sufficient to maintain a specified liquidity position.  As a result, the Company may not be able to leverage its assets as fully as it would choose which could reduce its return on assets.  There can be no assurance that the Company will be able to utilize such arrangements on favorable terms, or at all.
 
A downgrade in the Company’s or the Operating Partnership’s credit ratings could materially adversely affect the Company’s business and financial condition. 
 
The credit ratings assigned to the Company’s obligations or to the debt securities of the Operating Partnership could change based upon, among other things, the Company’s and the Operating Partnership’s results of operations and financial condition. These ratings are subject to ongoing evaluation by credit rating agencies, and there can be no assurance that any rating will not be changed or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant. Moreover, these credit ratings do not apply to the Company’s common stock and are not recommendations to buy, sell or hold any other securities. If any of the credit rating agencies that have rated the obligations of the Company or the debt securities of the Operating Partnership downgrades or lowers its credit ratings, or if any credit rating agency indicates that it has placed any such rating on a so-called “watch list” for a possible downgrading or lowering or otherwise indicates that its outlook for that rating is negative, it could have a material adverse effect on the Company’s costs and availability of capital, which could in turn materially and adversely impact the Company’s income, cash flow, results of operations, financial condition, liquidity, the ability to service its debt obligations, the market price of its common stock and its ability to pay dividends and other distributions to its stockholders.

18



 
Risks Related to the Company’s Organization and Structure
 
The Company depends on dividends and distributions from its direct and indirect subsidiaries.  The creditors and any preferred equity holders of these subsidiaries are entitled to amounts payable to them by the subsidiaries before the subsidiaries may pay any dividends or distributions to the Company.
 
Substantially all of the Company’s assets are held through the Operating Partnership, which holds substantially all of the Company’s properties and assets through subsidiaries.  The Operating Partnership’s cash flow is dependent on cash distributions to it by its subsidiaries, and in turn, substantially all of the Company’s cash flow is dependent on cash distributions to it by the Operating Partnership.  The creditors and any preferred equity holders of the Company’s direct and indirect subsidiaries are entitled to payment of that subsidiary’s obligations to them, when due and payable, before distributions may be made by that subsidiary to its common equity holders.  Thus, the Operating Partnership’s ability to make distributions to the Company and therefore the Company’s ability to make distributions to its stockholders will depend on its subsidiaries’ ability first to satisfy their obligations to creditors and any preferred equity holders and then to make distributions to the Operating Partnership.
 
In addition, the Company’s participation in any distribution of the assets of any of its direct or indirect subsidiaries upon the liquidation, reorganization or insolvency, is only after the claims of the creditors, including the holders of the unsecured senior notes and trade creditors, and preferred equity holders are satisfied.
 
Certain provisions of Maryland law may limit the ability of a third party to acquire control of the Company.
 
Certain provisions of the Maryland General Corporation Law (the “MGCL”) may have the effect of delaying, deferring or preventing a transaction or a change in control of the Company that might involve a premium price for holders of the Company’s common stock or otherwise be in their best interests, including:
 
“business combination” provisions that, subject to certain limitations, prohibit certain business combinations between the Company and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of the Company’s shares or an affiliate thereof) for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter impose special minimum price provisions and special stockholder voting requirements on these combinations; and

“control share” provisions that provide that “control shares” of the Company (defined as shares which, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares”) have no voting rights except to the extent approved by the Company’s stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.

However, the provisions of the MGCL relating to business combinations do not apply to business combinations that are approved or exempted by the Company’s board of directors prior to the time that the interested stockholder becomes an interested stockholder.  In addition, the Company’s bylaws contain a provision exempting from the control share acquisition statute any and all acquisitions by any person of shares of the Company’s common stock.  There can be no assurance that such exemption will not be amended or eliminated at any time in the future.
 
Additionally, Title 3, Subtitle 8 of the MGCL permits the Company’s board of directors, without stockholder approval and regardless of what is currently provided in the Company’s charter or bylaws, to take certain actions that may have the effect of delaying, deferring or preventing a transaction or a change in control of the Company that might involve a premium to the market price of its common stock or otherwise be in the stockholders’ best interests.  These provisions of the MGCL permit the Company, by provision in its charter or bylaws or a resolution of its board of directors and notwithstanding any contrary provision in the charter or bylaws, to adopt:
 
a classified board;

a two-thirds vote requirement for removing a director;

a requirement that the number of directors be fixed only by vote of the board of directors;

a requirement that a vacancy on the board be filled only by the remaining directors in office and (if the board is classified) for the remainder of the full term of the class of directors in which the vacancy occurred; and

19




a majority requirement for the calling of a stockholder-requested special meeting of stockholders.

The authorized but unissued shares of preferred stock and the ownership limitations contained in the Company’s Charter may prevent a change in control.
 
The Company’s charter authorizes the Company to issue authorized but unissued shares of preferred stock.  In addition, the Company’s charter provides that the Company’s board of directors has the power, without stockholder approval, to authorize the Company to issue any authorized but unissued shares of stock, to classify any unissued shares of preferred stock and to reclassify any unissued shares of common stock or previously-classified shares of preferred stock into other classes or series of stock.  As a result, the Company’s board of directors may establish a series of shares of preferred stock or use such preferred stock to create a stockholder’s rights plan or so-called “poison pill” that could delay or prevent a transaction or a change in control that might involve a premium price for shares of the Company’s common stock or otherwise be in the best interests of the Company’s stockholders.
 
In addition, the Company’s charter contains restrictions limiting the ownership and transfer of shares of the Company’s common stock and other outstanding shares of capital stock.  The relevant sections of the Company’s charter provide that, subject to certain exceptions, ownership of shares of the Company’s common stock by any person is limited to 9.8% by value or by number of shares, whichever is more restrictive, of the outstanding shares of common stock (the common share ownership limit), and no more than 9.8% by value or number of shares, whichever is more restrictive, of the outstanding capital stock (the aggregate share ownership limit).  The common share ownership limit and the aggregate share ownership limit are collectively referred to herein as the “ownership limits.”  These provisions will restrict the ability of persons to purchase shares in excess of the relevant ownership limits.  The Company’s board of directors has established exemptions from this ownership limit which permit certain institutional investors to hold additional shares of the Company’s common stock.  The Company’s board of directors may in the future, in its sole discretion, establish additional exemptions from this ownership limit.
 
The Company’s failure to qualify as a REIT would subject it to U.S. federal income tax and potentially increased state and local taxes, which would reduce the amount of cash available for distribution to its stockholders.
 
The Company intends to operate in a manner that will enable it to continue to qualify as a REIT for U.S. federal income tax purposes.  The Company has not requested and does not intend to request a ruling from the U.S. Internal Revenue Service that it will continue to qualify as a REIT.  The U.S. federal income tax laws governing REITs are complex.  The complexity of these provisions and of the applicable U.S. Treasury Department regulations that have been promulgated under the Code (“Treasury Regulations”) is greater in the case of a REIT that holds assets through a partnership, such as the Company, and judicial and administrative interpretations of the U.S. federal income tax laws governing REIT qualification are limited.  To qualify as a REIT, the Company must meet, on an ongoing basis, various tests regarding the nature of its assets and its income, the ownership of its outstanding shares, and the amount of its distributions.  Moreover, new legislation, court decisions or administrative guidance, in each case possibly with retroactive effect, may make it more difficult or impossible for the Company to qualify as a REIT.  Thus, while the Company believes that it has operated and intends to continue to operate so that it will qualify as a REIT, given the highly complex nature of the rules governing REITs, the ongoing importance of factual determinations, and the possibility of future changes in the Company’s circumstances, no assurance can be given that it has qualified or will continue to so qualify for any particular year.
 
If the Company fails to qualify as a REIT in any taxable year, and does not qualify for certain statutory relief provisions, it would be required to pay U.S. federal income tax on its taxable income, and distributions to its stockholders would not be deductible by it in determining its taxable income.  In such a case, the Company might need to borrow money or sell assets in order to pay its taxes.  The Company’s payment of income tax would decrease the amount of its income available for distribution to its stockholders.  Furthermore, if the Company fails to maintain its qualification as a REIT, it would no longer be required to distribute substantially all of its net taxable income to its stockholders.  In addition, unless the Company were eligible for certain statutory relief provisions, it would not be eligible to re-elect to qualify as a REIT for four taxable years following the year in which it failed to qualify as a REIT.
 
Failure to make required distributions would subject the Company to tax, which would reduce the cash available for distribution to its stockholders.

In order to qualify as a REIT, the Company must distribute to its stockholders each calendar year at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gain. To the extent that the Company satisfies the 90% distribution requirement, but distributes less than 100% of its taxable income, it is subject to U.S. federal corporate income tax on its undistributed income. In addition, the Company will incur a 4% non-deductible excise tax on

20



the amount, if any, by which its distributions in any calendar year are less than a minimum amount specified under U.S. federal income tax laws. The Company intends to distribute its net income to its stockholders in a manner intended to satisfy the REIT 90% distribution requirement and to avoid the 4% non-deductible excise tax.

The Company’s taxable income may exceed its net income as determined by the U.S. generally accepted accounting principles (“GAAP”) because, for example, realized capital losses will be deducted in determining its GAAP net income, but may not be deductible in computing its taxable income. In addition, the Company may invest in assets that generate taxable income in excess of economic income or in advance of the corresponding cash flow from the assets. For example, the Company may be required to accrue interest income on mortgage loans or other types of debt securities or interests in debt securities before it receives any payments of interest or principal on such assets. Similarly, some of the debt securities that the Company acquires may have been issued with original issue discount. The Company will generally be required to include such original issue discount in income based on a constant yield to maturity method. As a result of the foregoing, the Company may generate less cash flow than taxable income in a particular year. To the extent that the Company generates such non-cash taxable income in a taxable year, it may incur corporate income tax and the 4% non-deductible excise tax on that income if it does not distribute such income to stockholders in that year. In that event, the Company may be required to use cash reserves, incur debt or liquidate assets at rates or times that it regards as unfavorable or make a taxable distribution of its shares in order to satisfy the REIT 90% distribution requirement and to avoid U.S. federal corporate income tax and the 4% non-deductible excise tax in that year.

In order to qualify as a REIT, prior to the end of each taxable year, the Company is required to distribute any earnings and profits of any corporation acquired by the Company in certain tax-deferred transactions to the extent that such earnings accrued at a time when such corporation did not qualify as a REIT. The Company has entered into certain transactions involving the tax-deferred acquisition of target corporations. The Company believes that it did not inherit any earnings and profits of such target corporations attributable to any period that such corporations did not qualify as a REIT. However, no assurance can be provided in this regard, and if the Company were determined to have inherited and retained any such earnings and profits, the Company’s qualification as a REIT could be adversely impacted.
 
To maintain its REIT qualification, the Company may be forced to borrow funds during unfavorable market conditions.
 
In order to qualify as a REIT and avoid the payment of income and excise taxes, the Company may need to borrow funds on a short-term basis, or possibly on a long-term basis, to meet the REIT distribution requirements even if the then prevailing market conditions are not favorable for these borrowings.  These borrowing needs could result from, among other things, a difference in timing between the actual receipt of cash and inclusion of income for U.S. federal income tax purposes, the effect of non-deductible capital expenditures, the creation of reserves or required debt amortization payments.
 
Even if the Company qualifies as a REIT, it may be required to pay certain taxes.
 
Even if the Company qualifies for taxation as a REIT, it may be subject to certain U.S. federal, state and local taxes on its income and assets, including taxes on any undistributed income, taxes on income from some activities conducted as a result of a foreclosure and state or local income, franchise, property and transfer taxes, including mortgage recording taxes.  In addition, the Company may hold some of its assets through taxable REIT subsidiary (“TRS”) corporations.  Any TRSs or other taxable corporations in which the Company owns an interest will be subject to U.S. federal, state and local corporate taxes.  Furthermore, the Company has entered into certain transactions in which the Company has acquired target entities in tax-deferred transactions. To the extent that such entities had outstanding U.S. federal income tax or other tax liabilities, the Company would succeed to such liabilities.
Payment of these taxes generally would decrease the cash available for distribution to the Company’s stockholders.
 
Dividends payable by REITs generally do not qualify for the reduced tax rates on dividend income from regular corporations, which could materially and adversely affect the value of the Company’s shares.
 
The maximum U.S. federal income tax rate for certain qualified dividends payable to U.S. stockholders that are individuals, trusts and estates is 20%. Dividends payable by REITs, however, are generally not eligible for these reduced qualified dividend rates. However, for taxable years beginning after December 31, 2017 and before January 1, 2026, under the newly enacted Tax Cust and Jobs Act (H.R. 1, the “TCJA”), noncorporate taxpayers may deduct up to 20% of certain qualified business income, including “qualified REIT dividends” (generally, dividends received by a REIT shareholder that are not designated as capital gain dividends or qualified dividend income), subject to certain limitations, resulting in an effective maximum U.S. federal income tax rate of 29.6% on such income. Although the reduced U.S. federal income tax rate applicable to qualified dividends from C corporations does not adversely affect the taxation of REITs or dividends paid by REITs, the more favorable rates applicable to regular corporate dividends, together with the recently reduced corporate tax rate (currently, 21%), could cause investors who are individuals, trusts and estates to perceive investments in REITs to be less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including the Company’s common stock.

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Legislative, regulatory or administrative changes could adversely affect the Company.

The U.S. federal income tax laws and regulations governing REITs and their stockholders, as well as the administrative interpretations of those laws and regulations, are constantly under review and may be changed at any time, possibly with retroactive effect. No assurance can be given as to whether, when, or in what form, the U.S. federal income tax laws applicable to the Company and its stockholders may be enacted. Changes to the U.S. federal income tax laws and interpretations of U.S. federal tax laws could adversely affect an investment in the Company’s common stock.

The newly enacted TCJA, which was signed into law on December 22, 2017, significantly changes U.S. federal income tax laws applicable to businesses and their owners, including REITs and their stockholders, and may lessen the relative competitive advantage of operating as a REIT rather than as a C corporation. For additional discussion, see “Recent U.S. Federal Income Tax Legislation”.
 
In certain circumstances, the Company may be liable for certain tax obligations of certain limited partners.
 
In certain circumstances, the Company may be liable for certain tax obligations of certain limited partners. The Company has entered into tax protection agreements under which it has agreed to minimize the tax consequences to certain limited partners resulting from the sale or other disposition of certain of the Company’s assets. The obligation to indemnify such limited partners against adverse tax consequences is expected to continue until 2027. The Company may enter into additional tax protection agreements in the future, which could extend the period of time during which the Company may be liable for tax obligations of certain limited partners. During the period of these obligations, the Company’s flexibility to dispose of the related assets will be limited. In addition, the amount of any indemnification obligations may be significant.
 
The Company cannot assure you of its ability to pay distributions in the future.
 
The Company intends to pay quarterly distributions and to make distributions to its stockholders in an amount such that it distributes all or substantially all of its REIT taxable income in each year, subject to certain adjustments.  The Company’s ability to pay distributions may be materially and adversely affected by a number of factors, including the risk factors described in this Annual Report on Form 10-K.  All distributions will be made, subject to Maryland law (or Delaware law, in the case of distributions by the Operating Partnership), at the discretion of the Company’s board of directors and will depend on the Company’s earnings, its financial condition, any debt covenants, maintenance of its REIT qualification and other factors as its board of directors may deem relevant from time to time.  The Company believes that a change in any one of the following factors could materially and adversely affect its income, cash flow, results of operations, financial condition, liquidity, the ability to service its debt obligations, the market price of its common stock and its ability to pay distributions to its stockholders:
 
the profitability of the assets acquired;

the Company’s ability to make profitable acquisitions;

unforeseen expenses that reduce the Company’s cash flow;

defaults in the Company’s asset portfolio or decreases in the value of its portfolio; and

the fact that anticipated operating expense levels may not prove accurate, as actual results may vary from estimates.

The Company cannot assure you that it will achieve results that will allow it to make a specified level of cash distributions or year-to-year increases in cash distributions in the future.  In addition, some of the Company’s distributions may include a return of capital.
 
Item 1B.  Unresolved Staff Comments

None.

Item 2.  Properties
 
The Company maintains its executive office at 8905 Towne Centre Drive, Suite 108, San Diego, CA 92122.
 
As of December 31, 2017, the Company’s portfolio consisted of 92 properties (91 retail and one office) totaling approximately 10.5 million square feet of gross leasable area which were approximately 97.1% leased.  During the year ended December 31,

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2017, the Company leased or renewed a total of approximately 1.4 million square feet in its portfolio. The Company has committed approximately $15.3 million, or $38.39 per square foot, in tenant improvements, including building and site improvements, for new leases that occurred during the year ended December 31, 2017. The Company has committed approximately $1.0 million, or $2.53 per square foot, in leasing commissions, for the new leases that occurred during the year ended December 31, 2017. Additionally, the Company has committed approximately $950,000, or $0.99 per square foot, in tenant improvements for renewed leases that occurred during the year ended December 31, 2017. Leasing commission commitments for renewed leases were not material for the year ended December 31, 2017.  

The following table provides information regarding the Company’s properties as of December 31, 2017.
 
Property
 
Year
Completed/ Renovated
 
Year
Acquired
 
Gross
Leasable
Sq. Feet
 
Number
of
Tenants
 
% Leased
 
Principal Tenants
Southern California
 
 
 
 
 
 
 
 
 
 
 
 
Los Angeles metro area
 
 
 
 
 
 
 
 
 
 
 
 
Paramount Plaza
 
1966/2010
 
2009
 
95,062

 
14

 
98.0
%
 
Grocery Outlet Supermarket, 99¢ Only Stores, Rite Aid Pharmacy
Claremont Promenade
 
1982/2011
 
2010
 
92,297

 
25

 
97.2
%
 
Super King Supermarket
Gateway Village
 
2003/2005
 
2010
 
96,959

 
28

 
96.2
%
 
Sprouts Market
Seabridge Marketplace
 
2006
 
2012
 
95,830

 
21

 
99.5
%
 
Safeway (Vons) Supermarket
Glendora Shopping Center
 
1992/2012
 
2012
 
106,535

 
20

 
95.8
%
 
Albertson’s Supermarket
Redondo Beach Plaza
 
1993/2004
 
2012
 
110,509

 
16

 
100.0
%
 
Safeway (Vons) Supermarket, Petco
Diamond Bar Town Center
 
1981
 
2013
 
100,342

 
23

 
100.0
%
 
Walmart Neighborhood Market, Crunch Fitness
Diamond Hills Plaza
 
1973/2008
 
2013
 
139,505

 
36

 
97.1
%
 
H-Mart Supermarket, Rite Aid Pharmacy
Plaza de la Canada
 
1968/2010
 
2013
 
100,408

 
11

 
95.9
%
 
Gelson’s Supermarket, TJ Maxx, Rite Aid Pharmacy
Fallbrook Shopping Center
 
1966/1986/ 2003/2015
 
2014
 
755,299

 
48

 
99.6
%
 
Sprouts Market, Trader Joe’s, Kroger (Ralph’s) Supermarket (2), TJ Maxx
Moorpark Town Center
 
1984/2014
 
2014
 
133,547

 
26

 
98.3
%
 
Kroger (Ralph’s) Supermarket, CVS Pharmacy
Ontario Plaza
 
1997-1999
 
2015
 
150,149

 
26

 
99.1
%
 
El Super Supermarket, Rite Aid Pharmacy
Park Oaks Shopping Center
 
1959/2005
 
2015
 
110,092

 
29

 
96.2
%
 
Safeway (Vons) Supermarket, Dollar Tree
Warner Plaza
 
1973-1974/ 2016-2017
 
2015
 
110,918

 
66

 
96.1
%
 
Sprouts Market, Kroger (Ralph’s) Supermarket (2), Rite Aid Pharmacy (2)
Magnolia Shopping Center
 
1962/1972/ 1987/2016
 
2016
 
116,360

 
24

 
91.5
%
 
Kroger (Ralph’s) Supermarket
Casitas Plaza Shopping Center
 
1972/1982
 
2016
 
97,407

 
24

 
98.6
%
 
Albertson’s Supermarket, CVS Pharmacy
Bouquet Center
 
1985
 
2016
 
148,903

 
27

 
97.8
%
 
Safeway (Vons) Supermarket, CVS Pharmacy, Ross Dress For Less
North Ranch Shopping Center
 
1977-1990
 
2016
 
146,625

 
30

 
90.0
%
 
Kroger (Ralph’s) Supermarket, Trader Joe’s, Rite Aid Pharmacy, Petco
The Knolls
 
2000/2016
 
2016
 
52,021

 
7

 
100.0
%
 
Trader Joe’s, Pet Food Express
The Terraces
 
1958/1970/ 1989
 
2017
 
172,922

 
25

 
90.8
%
 
Trader Joe’s, Marshall’s, LA Fitness
Orange County metro area
 
 
 
 
 
 
 
 
 
 
 
 
Santa Ana Downtown Plaza
 
1987/2010
 
2010
 
105,536

 
27

 
94.1
%
 
Kroger (Food 4 Less) Supermarket, Marshall’s
Sycamore Creek
 
2008
 
2010
 
74,198

 
18

 
100.0
%
 
Safeway (Vons) Supermarket, CVS Pharmacy (2)
Desert Springs Marketplace
 
1993-94 / 2013
 
2011
 
113,718

 
19

 
96.3
%
 
Kroger (Ralph’s) Supermarket, Rite Aid Pharmacy
Cypress Center West
 
1970/1978 / 2014
 
2012
 
107,246

 
30

 
96.5
%
 
Kroger (Ralph’s) Supermarket, Rite Aid Pharmacy
Harbor Place Center
 
1994
 
2012
 
119,821

 
10

 
100.0
%
 
AA Supermarket, Ross Dress For Less
Five Points Plaza
 
1961-62 / 2012 / 2015
 
2013
 
160,536

 
38

 
99.7
%
 
Trader Joe’s, Pier 1
Peninsula Marketplace
 
2000
 
2013
 
95,416

 
15

 
100.0
%
 
Kroger (Ralph’s) Supermarket, Planet Fitness
Mission Foothill Marketplace
 
1996
 
2014
 
110,678

 
13

 
64.0
%
 
Safeway (Vons) Supermarket (1), CVS Pharmacy

23



Fullerton Crossroads
 
1977/1997/ 2010-2011
 
2017
 
219,785

 
25

 
99.4
%
 
Kroger (Ralph’s) Supermarket, Kohl’s, Jo-Ann Fabrics and Crafts
The Village at Nellie Gail Ranch
 
1897 / 2014-2015
 
2017
 
88,486

 
25

 
98.5
%
 
Smart & Final Extra Supermarket
San Diego metro area
 
 
 
 
 
 
 
 
 
 
 
 
Marketplace Del Rio
 
1990/ 2004
 
2011
 
177,195

 
43

 
88.4
%
 
Stater Brothers Supermarket, Walgreens
Renaissance Towne Centre
 
1991/2011
 
2011
 
53,074

 
29

 
100.0
%
 
CVS Pharmacy
Euclid Plaza
 
1982/2012
 
2012
 
77,044

 
9

 
96.8
%
 
Vallarta Supermarket, Walgreens
Bay Plaza
 
1986/2013
 
2012
 
73,324

 
28

 
97.9
%
 
Seafood City Supermarket
Bernardo Heights Plaza
 
1983/2006
 
2013
 
37,729

 
4

 
96.3
%
 
Sprouts Market
Hawthorne Crossings
 
1993/1999
 
2013
 
141,288

 
18

 
100.0
%
 
Mitsuwa Supermarket, Ross Dress For Less, Staples
Creekside Plaza
 
1993/2005
 
2014
 
128,852

 
26

 
98.9
%
 
Stater Brothers Supermarket, AMC Theatres
Torrey Hills Corporate Center
 
1998
 
2016
 
23,595

 
4

 
100.0
%
 
Retail Opportunity Investments Corp.
Northern California
 
 
 
 
 
 
 
 
 
 
 
 
San Francisco metro area
 
 
 
 
 
 
 
 
 
 
 
 
Pleasant Hill Marketplace
 
1980
 
2010
 
69,715

 
3

 
100.0
%
 
Total Wine and More, Buy Buy Baby, Basset Furniture
Pinole Vista Shopping Center
 
1981/2012
 
2011
 
223,369

 
28

 
96.9
%
 
SaveMart (Lucky) Supermarket, Planet Fitness, Kmart
Country Club Gate Center
 
1974/2012
 
2011
 
109,331

 
28

 
94.9
%
 
SaveMart (Lucky) Supermarket, Rite Aid Pharmacy
Marlin Cove Shopping Center
 
1972/2001
 
2012
 
73,943

 
24

 
95.5
%
 
99 Ranch Market
The Village at Novato
 
2006
 
2012
 
20,081

 
4

 
100.0
%
 
Trader Joe’s, Pharmaca Pharmacy
Santa Teresa Village
 
1974-79 / 2013
 
2012
 
124,306

 
36

 
93.2
%
 
Raleys (Nob Hill) Supermarket, Dollar Tree
Granada Shopping Center
 
1962/1994
 
2013
 
69,325

 
15

 
100.0
%
 
SaveMart (Lucky) Supermarket
Country Club Village
 
1995
 
2013
 
111,093

 
23

 
99.0
%
 
Walmart Neighborhood Market, CVS Pharmacy
North Park Plaza
 
1997
 
2014
 
76,697

 
15

 
100.0
%
 
H-Mart Supermarket
Winston Manor
 
1977/1988/ 2011/2015
 
2015
 
49,852

 
14

 
100.0
%
 
Grocery Outlet Supermarket
Jackson Square
 
1972/1997
 
2015
 
114,220

 
16

 
100.0
%
 
Safeway Supermarket, CVS Pharmacy, 24 Hour Fitness
Gateway Centre
 
1996
 
2015
 
112,553

 
25

 
98.6
%
 
SaveMart (Lucky) Supermarket, Walgreens
Iron Horse Plaza
 
1998-1999
 
2015
 
61,860

 
10

 
96.3
%
 
Lunardi’s Market
Monterey Center
 
2007
 
2016
 
25,798

 
9

 
100.0
%
 
Trader Joe’s, Pharmaca Pharmacy
Santa Rosa Southside Shopping Center
 
1983-1984
 
2017
 
88,535

 
11

 
100.0
%
 
REI, Cost Plus World Market
Monta Loma Plaza
 
1973/ 2009-2010
 
2017
 
48,078

 
11

 
100.0
%
 
Safeway Supermarket
Sacramento metro area
 
 
 
 
 
 
 
 
 
 
 
 
Norwood Shopping Center
 
1993/1999
 
2010
 
85,693

 
18

 
100.0
%
 
Viva Supermarket, Rite Aid Pharmacy, Citi Trends
Mills Shopping Center
 
1959/1996
 
2011
 
235,314

 
29

 
86.4
%
 
Viva Supermarket, Ross Dress For Less (dd’s Discounts), Dollar Tree
Morada Ranch
 
2006
 
2011
 
101,842

 
18

 
95.1
%
 
Raleys Supermarket
Round Hill Square Shopping Center
 
1998
 
2011
 
115,984

 
22

 
94.1
%
 
Safeway Supermarket, Dollar Tree, US Postal Service
Green Valley Station
 
2006/2007
 
2012
 
52,245

 
14

 
74.4
%
 
CVS Pharmacy
Pacific Northwest
 
 
 
 
 
 
 
 
 
 
 
 
Seattle Metropolitan
 
 
 
 
 
 
 
 
 
 
 
 
Meridian Valley Plaza
 
1978/2011
 
2010
 
51,597

 
15

 
96.9
%
 
Kroger (QFC) Supermarket
The Market at Lake Stevens
 
2000
 
2010
 
74,130

 
9

 
100.0
%
 
Albertson’s (Haggen) Supermarket
Canyon Park Shopping Center
 
1980/2012
 
2011
 
123,592

 
23

 
98.4
%
 
PCC Community Markets, Rite Aid Pharmacy, Petco
Hawks Prairie Shopping Center
 
1988/2012
 
2011
 
157,529

 
24

 
100.0
%
 
Safeway Supermarket, Dollar Tree, Big Lots
The Kress Building
 
1924/2005
 
2011
 
74,616

 
8

 
100.0
%
 
IGA Supermarket, TJMaxx
Gateway Shopping Center
 
2007
 
2012
 
104,298

 
18

 
90.4
%
 
WinCo Foods (2), Rite Aid Pharmacy, Ross Dress For Less

24



Aurora Square
 
1980
 
2012
 
38,030

 
4

 
100.0
%
 
Central Supermarket
Canyon Crossing
 
2008-2009
 
2013
 
120,508

 
26

 
96.3
%
 
Safeway Supermarket
Crossroads Shopping Center
 
1962/2004/ 2015
 
2010/2013
 
463,541

 
95

 
100.0
%
 
Kroger (QFC) Supermarket, Bed Bath & Beyond, Dick’s Sporting Goods
Aurora Square II
 
1987
 
2014
 
70,720

 
11

 
97.5
%
 
Marshall’s, Pier 1 Imports
Bellevue Marketplace
 
1971/1982/ 2017
 
2015
 
113,758

 
20

 
100.0
%
 
Asian Family Market
Four Corner Square
 
1983/2015
 
2015
 
119,560

 
30

 
100.0
%
 
Grocery Outlet Supermarket, Walgreens, Johnsons Home & Garden
Bridle Trails Shopping Center
 
1980/1984/ 1987
 
2016
 
105,486

 
29

 
100.0
%
 
Grocery Outlet Supermarket, Bartell Drugs, Dollar Tree
PCC Community Markets Plaza
 
1981/2007
 
2017
 
34,459

 
1

 
100.0
%
 
PCC Community Markets
Highland Hill Shopping Center
 
1956/1989/ 2006
 
2017
 
163,926

 
19

 
95.9
%
 
Safeway Supermarket, LA Fitness, Dollar Tree, Petco
North Lynnwood Shopping Center
 
1963/1965/ 2003
 
2017
 
63,606

 
8

 
91.3
%
 
Kroger (QFC) Supermarket
Portland metro area
 
 
 
 
 
 
 
 
 
 
 
 
Vancouver Market Center
 
1996/2012
 
2010
 
118,385

 
18

 
97.0
%
 
Skyzone
Happy Valley Town Center
 
2007
 
2010
 
138,662

 
37

 
100.0
%
 
New Seasons Supermarket
Wilsonville Old Town Square
 
2011
 
2010/2012
 
49,937

 
19

 
100.0
%
 
Kroger (Fred Meyer) Supermarket (2)
Cascade Summit Town Square
 
2000
 
2010
 
94,934

 
29

 
97.3
%
 
Safeway Supermarket
Heritage Market Center
 
2000
 
2010
 
107,468

 
17

 
98.3
%
 
Safeway Supermarket, Dollar Tree
Division Crossing
 
1992
 
2010
 
103,561

 
19

 
98.8
%
 
Rite Aid Pharmacy, Ross Dress For Less, Ace Hardware
Halsey Crossing
 
1992
 
2010
 
99,428

 
18

 
96.3
%
 
24 Hour Fitness, Dollar Tree
Hillsboro Market Center
 
2001-2002
 
2011
 
156,021

 
22

 
100.0
%
 
Albertson’s Supermarket, Dollar Tree, Ace Hardware
Robinwood Shopping Center
 
1980 / 2012
 
2013
 
70,831

 
16

 
100.0
%
 
Walmart Neighborhood Market
Tigard Marketplace
 
1988/2005
 
2014
 
136,889

 
18

 
99.3
%
 
H-Mart Supermarket, Bi-Mart Pharmacy
Wilsonville Town Center
 
1991/1996
 
2014
 
167,829

 
39

 
97.9
%
 
Safeway Supermarket, Rite Aid Pharmacy, Dollar Tree
Tigard Promenade
 
1996
 
2015
 
88,043

 
16

 
100.0
%
 
Safeway Supermarket
Sunnyside Village Square
 
1996-1997
 
2015
 
92,278

 
15

 
100.0
%
 
Grocery Outlet Supermarket, 24 Hour Fitness, Ace Hardware
Johnson Creek Center
 
2003/2009
 
2015
 
108,588

 
15

 
100.0
%
 
Trader Joe’s, Walgreens, Sportsman’s Warehouse
Rose City Center
 
1993/2012
 
2016
 
60,680

 
3

 
100.0
%
 
Safeway Supermarket
Division Center
 
1986-1987/ 2013-2014
 
2017
 
121,904

 
24

 
100.0
%
 
Grocery Outlet Supermarket, Rite Aid Pharmacy, Petco
Riverstone Marketplace
 
2002-2004
 
2017
 
95,774

 
23

 
98.5
%
 
Kroger (QFC) Supermarket
Total Properties
 
 
 
 
 
10,499,613

 
1,968

 
97.1
%
 
 
_______________
 
(1)
This tenant is not in possession of the space, but has an ongoing financial obligation to the Company.
(2)
Retailer is not a tenant of the Company.

As illustrated by the following tables, the Company’s shopping centers are substantially diversified by both tenant mix and by the staggering of its major tenant lease expirations.  For the year ended December 31, 2017, no single tenant comprised more than 6.0% of the total annual base rent of the Company’s portfolio.
 

25



The following table sets forth a summary schedule of the Company’s ten largest tenants by percent of total annual base rent, as of December 31, 2017.
 
Tenant
 
Number of Leases
 
% of Total Annual
Base Rent
(1)
Albertson’s / Safeway Supermarkets
 
21
 
6.0
%
Kroger Supermarkets
 
12
 
3.4
%
Rite Aid Pharmacy
 
14
 
1.6
%
JP Morgan Chase
 
22
 
1.5
%
SaveMart Supermarkets
 
4
 
1.4
%
Marshall’s / TJMaxx
 
6
 
1.3
%
Sprouts Markets
 
4
 
1.2
%
Ross Dress For Less / dd’s Discounts
 
7
 
1.2
%
Trader Joe’s
 
8
 
1.2
%
H-Mart Supermarkets
 
3
 
1.2
%
 
 
101
 
20.0
%
___________________
 
(1)
Annual base rent is equal to the annualized cash rent for all leases in place as of December 31, 2017 (including initial cash rent for new leases).

The following table sets forth a summary schedule of the annual lease expirations for leases in place across the Company’s total portfolio at December 31, 2017 (Annual Base Rent in thousands).
 
Year of Expiration
 
Number of
Leases
Expiring
(1)
 
Leased Square
Footage
 
Annual Base
Rent
(2)
 
Annual Base
Rent %
2018
 
265

 
705,867

 
$
17,877

 
8.7
%
2019
 
281

 
1,038,569

 
22,904

 
11.1
%
2020
 
292

 
1,192,524

 
23,922

 
11.6
%
2021
 
285

 
1,125,504

 
23,400

 
11.3
%
2022
 
288

 
1,199,667

 
25,997

 
12.6
%
2023
 
165

 
1,206,825

 
22,353

 
10.9
%
2024
 
76

 
502,815

 
9,554

 
4.6
%
2025
 
67

 
553,038

 
10,506

 
5.1
%
2026
 
72

 
579,343

 
10,862

 
5.2
%
2027
 
67

 
408,179

 
8,995

 
4.4
%
Thereafter
 
106

 
1,658,256

 
29,738

 
14.5
%
Total
 
1,964

 
10,170,587

 
$
206,108

 
100
%
___________________
 
(1)
Assumes no tenants exercise renewal options or cancellation options.
(2)
Annual base rent is equal to the annualized cash rent for all leases in place as of December 31, 2017 (including initial cash rent for new leases). 


26



The following table sets forth a summary schedule of the annual lease expirations for leases in place with the Company’s anchor tenants at December 31, 2017 (Annual Base Rent in thousands).  Anchor tenants are tenants with leases occupying at least 15,000 square feet or more.
 
Year of Expiration
 
Number of
Leases
Expiring
(1)
 
Leased Square
Footage
 
Annual Base
Rent
(2)
 
Annual Base
Rent %
2018
 
7

 
240,284

 
$
3,644

 
1.8
%
2019
 
15

 
474,450

 
7,485

 
3.6
%
2020
 
17

 
553,496

 
6,451

 
3.1
%
2021
 
14

 
494,281

 
5,246

 
2.5
%
2022
 
18

 
551,606

 
6,930

 
3.4
%
2023
 
25

 
803,885

 
11,576

 
5.6
%
2024
 
6

 
270,824

 
3,487

 
1.7
%
2025
 
10

 
341,785

 
4,919

 
2.4
%
2026
 
11

 
389,933

 
5,235

 
2.5
%
2027
 
9

 
231,234

 
3,694

 
1.8
%
Thereafter
 
33

 
1,326,833

 
20,609

 
10.0
%
Total
 
165

 
5,678,611

 
$
79,276

 
38.4
%
____________________
 
(1)
Assumes no tenants exercise renewal or cancellation options.
(2)
Annual base rent is equal to the annualized cash rent for all leases in place as of December 31, 2017 (including initial cash rent for new leases). 

Item 3.  Legal Proceedings
 
In the normal course of business, from time to time, the Company is involved in routine legal actions incidental to its business of the ownership and operations of its properties.  In management’s opinion, the liabilities, if any, that ultimately may result from such legal actions are not expected to have a material adverse effect on the consolidated financial position, results of operations or liquidity of the Company.
 
Item 4.  Mine Safety Disclosures
 
Not applicable.


27



PART II

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
ROIC Market Information
 
ROIC’s common stock trades on the NASDAQ Global Select Market (“NASDAQ”) under the symbol “ROIC”. The following table sets forth, for the period indicated, the high and low sales price for ROIC’s common stock as reported by the NASDAQ and the per share dividends declared:
 
Period
 
High
 
Low
 
Dividends
Declared
2017
 
 

 
 

 
 

First Quarter
 
$
22.37

 
$
20.13

 
$
0.1875

Second Quarter
 
$
22.06

 
$
18.57

 
$
0.1875

Third Quarter
 
$
20.78

 
$
18.66

 
$
0.1875

Fourth Quarter
 
$
20.09

 
$
17.87

 
$
0.1875

2016
 
 

 
 

 
 

First Quarter
 
$
20.23

 
$
16.90

 
$
0.1800

Second Quarter
 
$
21.91

 
$
18.80

 
$
0.1800

Third Quarter
 
$
23.05

 
$
21.03

 
$
0.1800

Fourth Quarter
 
$
21.92

 
$
18.45

 
$
0.1800

 
On February 16, 2018, the closing price of ROIC’s common stock as reported by the NASDAQ was $17.62.
 
Dividends Declared on Common Stock and Tax Status
 
ROIC intends to make regular quarterly distributions to holders of its common stock.  U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay U.S. federal income tax at regular corporate rates to the extent that it annually distributes less than 100% of its net taxable income.  ROIC intends to pay regular quarterly dividends to stockholders in an amount not less than its net taxable income, including capital gains, if any, if and to the extent authorized by its board of directors.  Before ROIC pays any dividend, whether for U.S. federal income tax purposes or otherwise, it must first meet both its operating requirements and its debt service on debt.  If ROIC’s cash available for distribution is less than its net taxable income, it could be required to sell assets or borrow funds to make cash distributions or it may make a portion of the required distribution in the form of a taxable stock distribution or distribution of debt securities.
 
The following table sets forth the dividends declared per share of ROIC’s common stock and the tax status for U.S. federal income tax purposes of such dividends declared during the years ended December 31, 2017 and 2016:
 
Year Ended December 31, 2017
 
Record Date
 
Payable Date
 
Total Dividend per
Share
 
Ordinary Income per
Share
(1)
 
Return of Capital per
Share
3/16/2017
 
3/30/2017
 
$0.1875
 
$0.15296
 
$0.03454
6/15/2017
 
6/29/2017
 
$0.1875
 
$0.15296
 
$0.03454
9/14/2017
 
9/28/2017
 
$0.1875
 
$0.15296
 
$0.03454
12/14/2017
 
12/28/2017
 
$0.1875
 
$0.15296
 
$0.03454
_________________
 
(1)
Ordinary Income per Share is non-qualified dividend income.


28



Year Ended December 31, 2016
 
Record Date
 
Payable Date
 
Total Dividend per
Share
 
Ordinary Income per
Share
(1)
 
Return of Capital per
Share
3/16/2016
 
3/30/2016
 
$0.1800
 
$0.13945
 
$0.04055
6/15/2016
 
6/29/2016
 
$0.1800
 
$0.13945
 
$0.04055
9/15/2016
 
9/29/2016
 
$0.1800
 
$0.13945
 
$0.04055
12/15/2016
 
12/29/2016
 
$0.1800
 
$0.13945
 
$0.04055
_________________
 
(1)
Ordinary Income per Share is non-qualified dividend income.

As of December 31, 2017, 90.5% of the outstanding interests in the Operating Partnership were owned by the Company.
 
Holders
 
As of February 16, 2018, ROIC had 64 registered holders.  Such information was obtained through the registrar and transfer agent.
 
Operating Partnership
 
There is no established trading market for the Operating Partnership’s OP Units. The following table sets forth the distributions per OP Unit with respect to the periods indicated:
 
Period
 
Distributions
2017
 
 

First Quarter
 
$
0.1875

Second Quarter
 
$
0.1875

Third Quarter
 
$
0.1875

Fourth Quarter
 
$
0.1875

2016
 
 

First Quarter
 
$
0.1800

Second Quarter
 
$
0.1800

Third Quarter
 
$
0.1800

Fourth Quarter
 
$
0.1800

 
The Operating Partnership intends to make regular quarterly distributions to holders of OP Units, to the extent authorized by ROIC’s board of directors. As of December 31, 2017, the Operating Partnership had 50 registered holders, including Retail Opportunity Investments GP, LLC.
 

29



Stockholder Return Performance
 
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12076095&doc=14

 
The above graph compares the cumulative total return on the Company’s common stock with that of the Standard and Poor’s 500 Stock Index (“S&P 500”) and the National Association of Real Estate Investment Trusts Equity Index (“FTSE NAREIT Equity REITs”) from December 31, 2012 through December 31, 2017.  The stock price performance graph assumes that an investor invested $100 in each of ROIC and the indices, and the reinvestment of any dividends.  The comparisons in the graph are provided in accordance with the SEC disclosure requirements and are not intended to forecast or be indicative of the future performance of ROIC’s shares of common stock.
 
 
 
Period Ending
Index
 
12/31/2012
 
12/31/2013
 
12/31/2014
 
12/31/2015
 
12/31/2016
 
12/31/2017
Retail Opportunity Investments Corp.
 
100.00

 
119.67

 
142.21

 
157.89

 
193.04

 
189.16

S&P500
 
100.00

 
132.39

 
150.51

 
152.59

 
170.84

 
208.14

FTSE NAREIT Equity REITs
 
100.00

 
102.47

 
133.35

 
137.61

 
149.33

 
157.14

 
Except to the extent that the Company specifically incorporates this information by reference, the foregoing Stockholder Return Performance information shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Act or under the Exchange Act.  This information shall not otherwise be deemed filed under such Acts.
 

30



Securities Authorized For Issuance Under Equity Compensation Plans
 
During 2009, ROIC adopted the 2009 Equity Incentive Plan (the “2009 Plan”).  For a description of the 2009 Plan, see Note 8 to the consolidated financial statements in this Annual Report on Form 10-K.
 
The following table presents certain information about the Company’s equity compensation plans as of December 31, 2017:
 
Plan Category
 
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
 
Weighted-average
exercise price of
outstanding options,
warrants and rights
 
Number of securities remaining available for future issuance
under equity compensation plans (excluding securities reflected in the first column of this table)
Equity compensation plans approved by stockholders
 
278,500

 
$
10.79

 
1,103,418

Equity compensation plans not approved by stockholders
 

 

 

Total
 
278,500

 
$
10.79

 
1,103,418





31



Item 6.  Selected Financial Data
 
The following tables set forth selected financial and operating information on a historical basis for ROIC and the Operating Partnership, and should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” and the Company’s financial statements, including the notes, included elsewhere herein.
 
RETAIL OPPORTUNITY INVESTMENTS CORP.
CONSOLIDATED HISTORICAL FINANCIAL INFORMATION
(in thousands, except share data)
 
Year Ended December 31,
Retail Opportunity Investments Corp.
2017
 
2016
 
2015
 
2014
 
2013
Statement of Operations Data:
 
 
 
 
 
 
 
 
 
Total revenues
$
273,260

 
$
237,189

 
$
192,699

 
$
155,864

 
$
111,232

Operating expenses
179,595

 
160,018

 
133,364

 
112,090

 
83,457

Operating income
93,665

 
77,171

 
59,335

 
43,774

 
27,775

Gain on consolidation of joint venture

 

 

 

 
20,382

Gain on sale of real estate

 

 

 
4,869

 

Interest expense and other finance expenses
50,977

 
40,741

 
34,243

 
27,593

 
15,855

Income from continuing operations
42,688

 
36,430

 
25,092

 
21,050

 
34,692

Loss from discontinued operations

 

 

 

 
(714
)
Net income
42,688

 
36,430

 
25,092

 
21,050

 
33,978

Net Income Attributable to Retail Opportunity Investments Corp.
38,477

 
32,754

 
23,864

 
20,301

 
33,813

Weighted average shares outstanding – Basic:
109,400,123

 
104,072,222

 
95,651,780

 
83,411,230

 
67,419,497

Weighted average shares outstanding – Diluted:
121,743,831

 
116,039,940

 
100,017,781

 
87,453,409

 
71,004,380

Income per share – Basic:
 

 
 

 
 

 
 

 
 

Income from continuing operations
$
0.35

 
$
0.31

 
$
0.25

 
$
0.24

 
$
0.51

Net Income Attributable to Retail Opportunity Investments Corp.
$
0.35

 
$
0.31

 
$
0.25

 
$
0.24

 
$
0.50

Income per share – Diluted:
 

 
 

 
 

 
 

 
 

Income from continuing operations
$
0.35

 
$
0.31

 
$
0.25

 
$
0.24

 
$
0.49

Net Income Attributable to Retail Opportunity Investments Corp.
$
0.35

 
$
0.31

 
$
0.25

 
$
0.24

 
$
0.48

Dividends per common share
$
0.75

 
$
0.72

 
$
0.68

 
$
0.64

 
$
0.60

Balance Sheet Data:
 

 
 

 
 

 
 

 
 

Real Estate Investments, net
$
2,849,282

 
$
2,493,997

 
$
2,162,306

 
$
1,697,725

 
$
1,314,934

Cash and cash equivalents
11,553

 
13,125

 
8,844

 
10,773

 
7,920

Total assets
3,039,198

 
2,662,969

 
2,301,448

 
1,861,028

 
1,446,995

Total liabilities
1,709,557

 
1,347,404

 
1,136,432

 
898,246

 
741,585

Non-controlling interests – redeemable OP Units

 

 
33,674

 

 

Total equity
1,329,641

 
1,315,565

 
1,131,342

 
962,782

 
705,410

 

32



RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP
CONSOLIDATED HISTORICAL FINANCIAL INFORMATION
(in thousands, except share data)
 
 
Year Ended December 31,
Retail Opportunity Investments Partnership, LP
2017
 
2016
 
2015
 
2014
 
2013
Statement of Operations Data:
 
 
 
 
 
 
 
 
 
Total revenues
$
273,260

 
$
237,189

 
$
192,699

 
$
155,864

 
$
111,232

Operating expenses
179,595

 
160,018

 
133,364

 
112,090

 
83,457

Operating income
93,665

 
77,171

 
59,335

 
43,774

 
27,775

Gain on consolidation of joint venture

 

 

 

 
20,382

Gain on sale of real estate

 

 

 
4,869

 

Interest expense and other finance expenses
50,977

 
40,741

 
34,243

 
27,593

 
15,855

Income from continuing operations
42,688

 
36,430

 
25,092

 
21,050

 
34,692

Loss from discontinued operations

 

 

 

 
(714
)
Net income
42,688

 
36,430

 
25,092

 
21,050

 
33,978

Net Income Attributable to Retail Opportunity Investments Partnership, LP
42,688

 
36,430

 
25,092

 
21,050

 
33,978

Weighted average units outstanding – Basic:
121,460,958

 
115,819,731

 
99,738,504

 
86,573,888

 
68,258,005

Weighted average units outstanding – Diluted:
121,743,831

 
116,039,940

 
100,017,781

 
87,453,409

 
71,004,380

Income per unit – Basic:
 

 
 

 
 

 
 

 
 

Income from continuing operations
$
0.35

 
$
0.31

 
$
0.25

 
$
0.24

 
$
0.51

Net Income Attributable to Retail Opportunity Investments Partnership, LP
$
0.35

 
$
0.31

 
$
0.25

 
$
0.24

 
$
0.50

Income per unit – Diluted:
 

 
 

 
 

 
 

 
 

Income from continuing operations
$
0.35

 
$
0.31

 
$
0.25

 
$
0.24

 
$
0.49

Net Income Attributable to Retail Opportunity Investments Partnership, LP
$
0.35

 
$
0.31

 
$
0.25

 
$
0.24

 
$
0.48

Distributions per unit
$
0.75

 
$
0.72

 
$
0.68

 
$
0.64

 
$
0.60

Balance Sheet Data:
 

 
 

 
 

 
 

 
 

Real Estate Investments, net
$
2,849,282

 
$
2,493,997

 
$
2,162,306

 
$
1,697,725

 
$
1,314,934

Cash and cash equivalents
11,553

 
13,125

 
8,844

 
10,773

 
7,920

Total assets
3,039,198

 
2,662,969

 
2,301,448

 
1,861,028

 
1,446,995

Total liabilities
1,709,557

 
1,347,404

 
1,136,432

 
898,246

 
741,585

Redeemable limited partners