roic-20220216
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 16, 2022

RETAIL OPPORTUNITY INVESTMENTS CORP.
(Exact Name of Registrant as Specified in Its Charter)
Maryland001-3374926-0500600
(State or other jurisdiction of incorporation)(Commission
File Number)
(I.R.S. Employer
Identification No.)

RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP
(Exact Name of Registrant as Specified in Its Charter)
Delaware333-189057-0194-2969738
(State or other jurisdiction of incorporation)(Commission
File Number)
(I.R.S. Employer
Identification No.)
11250 El Camino Real, Suite 200
San Diego,California92130
(Address of Principal Executive Offices)(Zip Code)
(858) 677-0900
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
_________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
    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.
Securities registered pursuant to Section 12(b) of the Exchange Act:
Name of RegistrantTitle of each classTrading SymbolName of each exchange on which registered
Retail Opportunity Investments Corp.Common Stock, par value $0.0001 per shareROICNASDAQ
Retail Opportunity Investments Partnership, LPNoneNoneNone




Item 2.02.    Results of Operations and Financial Condition.
On February 16, 2022, Retail Opportunity Investments Corp. (the "Company") issued an earnings release announcing its financial results for the quarter and year ended December 31, 2021. A copy of the earnings release is attached as Exhibit 99.1 hereto and incorporated herein by reference. On February 16, 2022, in connection with this earnings release, the Company posted certain supplemental information regarding the Company's operations for the quarter ended December 31, 2021 on its website, www.roireit.net. A copy of the supplemental information is attached as Exhibit 99.2 hereto and incorporated herein by reference.
The information in this Current Report, including the exhibits hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, unless it is specifically incorporated by reference therein.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.        
Exhibit No.Description
99.1
99.2
101Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (and contained in Exhibit 101)




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 16, 2022
RETAIL OPPORTUNITY INVESTMENTS CORP.
By:/s/ Michael B. Haines
Name: Michael B. Haines
Title: Chief Financial Officer
RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP
By:RETAIL OPPORTUNITY INVESTMENTS GP, LLC, its general partner
By:/s/ Michael B. Haines
Name: Michael B. Haines
Title: Chief Financial Officer



Document

Retail Opportunity Investments Corp.                 TRADED: NASDAQ: ROIC
11250 El Camino Real, Suite 200
San Diego, CA 92130        

FOR IMMEDIATE RELEASE
Wednesday, February 16, 2022

Retail Opportunity Investments Corp. Reports 2021 Results

San Diego, CA, February 16, 2022 - Retail Opportunity Investments Corp. (NASDAQ:ROIC) announced today financial and operating results for the year and three months ended December 31, 2021.

YEAR 2021 HIGHLIGHTS
$53.5 million of net income attributable to common stockholders ($0.44 per diluted share)
$127.9 million in Funds From Operations(1) ($1.00 per diluted share)
97.5% portfolio lease rate at year-end (9th consecutive year above 96%)
3.0% increase in same-center cash net operating income (2021 vs. 2020)
14.9% increase in same-space cash rents on new leases (4.3% increase on renewals)
$122.4 million of grocery-anchored shopping center acquisitions
$69.7 million of property dispositions (completed exit of Sacramento market)
$69.6 million of common equity raised through ATM program
$48.7 million reduction in year-end principal debt outstanding (2021 vs. 2020)
100% of debt effectively fixed-rate & zero balance on credit facility at year-end
Advanced environmental, social & governance initiatives

4TH QUARTER 2021 HIGHLIGHTS
$8.5 million of net income attributable to common stockholders ($0.07 per diluted share)
$32.6 million in Funds From Operations(1) ($0.25 per diluted share)
$94.5 million of grocery-anchored shopping center acquisitions
5.6% increase in same-center cash net operating income (4Q‘21 vs. 4Q‘20)
27.1% increase in same-space cash rents on new leases (4.8% increase on renewals)
$23.5 million of common equity raised through ATM program

2022 YEAR-TO-DATE HIGHLIGHTS
$36.0 million of grocery-anchored shopping center acquisitions currently under contract
Awarded investment-grade rating upgrade from Fitch Ratings, Inc.
$0.13 per share cash dividend declared
________________________________________
(1) A reconciliation of GAAP net income to Funds From Operations (FFO) is provided at the end of this press release.

Stuart A. Tanz, President and Chief Executive Officer of Retail Opportunity Investments Corp. stated, “Capitalizing on the fundamental long-term strength and appeal of our grocery-anchored portfolio, during 2021 we continued to achieve solid leasing results. We increased our year-end portfolio lease rate to a near record high of 97.5%, and for the ninth consecutive year achieved double-digit rent growth on same-space new leases. Additionally, during the second half of



2021, we moved forward with our disciplined investment program, acquiring $122.4 million of grocery-anchored shopping centers, including $94.5 million acquired in the fourth quarter.” Tanz added, “Along with our leasing and investment initiatives, during 2021 we also worked to strengthen our balance sheet, raising capital through property dispositions and equity issuance to fund acquisitions and reduce debt. Given our strong finish to 2021, we are starting 2022 with good momentum, which we intend to build upon as we work to further our business and portfolio.”
FINANCIAL SUMMARY
For the year ended December 31, 2021, GAAP net income attributable to common stockholders was $53.5 million, or $0.44 per diluted share, as compared to GAAP net income attributable to common stockholders of $32.0 million, or $0.27 per diluted share for the year ended December 31, 2020. Included in GAAP net income for 2021 was a $22.3 million gain on sale of real estate as a result of ROIC’s property dispositions during 2021. For the three months ended December 31, 2021, GAAP net income attributable to common stockholders was $8.5 million, or $0.07 per diluted share, as compared to GAAP net income attributable to common stockholders of $8.9 million, or $0.08 per diluted share for the three months ended December 31, 2020.

FFO for the year 2021 was $127.9 million, or $1.00 per diluted share, as compared to $132.5 million in FFO, or $1.05 per diluted share, for the year 2020. FFO for the fourth quarter of 2021 was $32.6 million, or $0.25 per diluted share, as compared to $34.3 million in FFO, or $0.27 per diluted share for the fourth quarter of 2020. ROIC reports FFO as a supplemental performance measure in accordance with the definition set forth by the National Association of Real Estate Investment Trusts. A reconciliation of GAAP net income to FFO is provided at the end of this press release.

For the year 2021, same-center net operating income (NOI) was $189.4 million, as compared to $183.8 million in same-center NOI for the year 2020, representing a 3.0% increase. For the fourth quarter of 2021, same-center NOI increased 5.6% as compared to same-center NOI for the fourth quarter of 2020. ROIC reports same-center comparative NOI on a cash basis. A reconciliation of GAAP operating income to same-center comparative NOI is provided at the end of this press release.
BALANCE SHEET SUMMARY
During 2021, ROIC raised $139.3 million of capital, including $69.7 million from property dispositions and $69.6 million from the issuance of approximately 3.8 million shares of common stock through its ATM program (including approximately 1.3 million shares issued in the fourth quarter). ROIC utilized the proceeds, together with cash flow from operations, to fund $122.4 million of shopping center acquisitions and reduce year-end 2021 principal debt outstanding by $48.7 million, as compared to year-end 2020.

At December 31, 2021, ROIC had total real estate assets (before accumulated depreciation) of approximately $3.3 billion and approximately $1.3 billion of principal debt outstanding, as compared to $3.2 billion in total real estate assets and $1.4 billion of principal debt outstanding at December 31, 2020. Additionally, at year-end 2021, 100% of ROIC’s principal debt was effectively fixed-rate, 93.6% of ROIC’s principal debt was unsecured, and no borrowings were outstanding on its $600 million unsecured revolving credit facility.

In January 2022, Fitch Ratings, Inc. (Fitch) awarded ROIC a ratings upgrade to BBB with a stable outlook. According to Fitch, the ratings upgrade and outlook reflect ROIC’s improved credit metrics, high-quality grocery-anchored shopping centers, strong tenant diversification, and transparent business model.
ACQUISITION SUMMARY
During 2021, ROIC acquired, in separate transactions, four grocery-anchored shopping centers totaling $122.4 million, including the following three grocery-anchored shopping centers acquired during the fourth quarter.

Palomar Village

In October 2021, ROIC acquired Palomar Village for $32.5 million. The shopping center is approximately 125,000 square feet and is anchored by Albertsons Supermarket and CVS Pharmacy. The property is located in Temecula, California, within the greater San Diego metropolitan area, and is currently 99.0% leased.




South Point Plaza

In November 2021, ROIC acquired South Point Plaza for $37.2 million. The shopping center is approximately 190,000 square feet and is anchored by Grocery Outlet and Rite Aid Pharmacy. The property is located in Everett, Washington, within the greater Seattle metropolitan area, and is currently 97.2% leased.

Olympia West Center

In December 2021, ROIC acquired Olympia West Center for $24.8 million. The shopping center is approximately 69,000 square feet and is anchored by Trader Joe’s. The property is located in Olympia, Washington, within the greater Seattle metropolitan area, and is currently 100% leased.

ROIC currently has binding contracts to acquire, in separate transactions, two grocery-anchored shopping centers for a total of $36.0 million.
DISPOSITION SUMMARY
During 2021, ROIC sold three properties, totaling $69.7 million, including selling its remaining two properties in Sacramento, completing its planned strategic exit of the Sacramento market.
PROPERTY OPERATIONS SUMMARY
At December 31, 2021, ROICs portfolio was 97.5% leased, as compared to 96.8% leased at December 31, 2020. For the year 2021, ROIC executed 477 leases, totaling approximately 1.4 million square feet, including 195 new leases, totaling 448,461 square feet, achieving a 14.9% increase in same-space comparative base rent, and 282 renewed leases, totaling 979,349 square feet, achieving a 4.3% increase in base rent. During the fourth quarter of 2021, ROIC executed 131 leases, totaling 421,567 square feet, including 46 new leases, totaling 140,788 square feet, achieving a 27.1% increase in same-space comparative base rent, and 85 renewed leases, totaling 280,779 square feet, achieving a 4.8% increase in base rent. ROIC reports same-space comparative base rent on a cash basis.
ENVIRONMENTAL, SOCIAL & GOVERNANCE SUMMARY
During 2021, ROIC continued to advance its environmental, social and governance (ESG) initiatives. As disclosed in its 2021 annual ESG report, to date ROIC has achieved a 7% cumulative reduction in same-center greenhouse gas emissions and a 5% cumulative reduction in same-center energy consumption. Additionally, in recognition of its initiatives to incorporate environmental and sustainability criteria into its leases, ROIC was selected as a 2021 Green Lease Leader (awarded highest “Gold” level designation) by the U.S. Department of Energy. With respect to social initiatives, during 2021 ROIC continued its employee community involvement program, and its employee engagement program achieving 100% corporate participation in its annual diversity, equity and inclusion training. In terms of governance enhancements, ROIC’s board of directors (Board) implemented a Board refreshment and corporate governance initiative in 2021. During the year, the Board appointed three new independent directors, while two long-tenured directors advised the Board that they would not stand for re-election. Additionally, the Board enhanced the rights of stockholders, such that stockholders may now amend ROIC’s bylaws.
DIVIDEND SUMMARY
During 2021, ROIC declared quarterly cash dividends aggregating $0.44 per share in total for the year. Additionally, in December 2021, ROIC declared a special cash dividend of $0.07 per share. The special dividend was a result of gain on sale of real estate realized in connection with ROIC’s property disposition initiative during 2021. On February 15, 2022, the Board declared a cash dividend of $0.13 per share, payable on April 8, 2022 to stockholders of record on March 18, 2022.



2022 GUIDANCE SUMMARY
ROIC currently estimates that GAAP net income for 2022 will be within the range of $0.22 to $0.29 per diluted share, and FFO will be within the range of $1.02 to $1.08 per diluted share.

2021 ActualYear Ended December 31, 2022
Low EndHigh End
(unaudited, amounts in thousands except per share and percentage data)
GAAP net income applicable to stockholders$53,508 $27,530 $36,389 
Funds from operations (FFO) – diluted$127,949 $134,640 $143,640 
GAAP net income per diluted share$0.44 $0.22 $0.29 
FFO per diluted share$1.00 $1.02 $1.08 
Key Drivers
General and administrative expenses$19,654 $22,000 $21,000 
Straight-line rent$959 $(500)$(500)
Amortization of above- and below-market rent$8,795 $9,100 $9,100 
Bad debt$2,779 $4,000 $2,000 
Acquisitions$122,350 $100,000 $300,000 
Dispositions$69,692 $50,000 $30,000 
Same-center cash NOI growth (vs. 2021)3.0 %2.0 %4.0 %

ROIC’s management will discuss guidance, and the underlying assumptions, on ROIC’s February 17, 2022 conference call. ROICs guidance is a forward-looking statement and is subject to risks and other factors noted elsewhere in this press release.
CONFERENCE CALL
ROIC will conduct a conference call and audio webcast to discuss its results on Thursday, February 17, 2022 at 12:00 p.m. Eastern Time / 9:00 a.m. Pacific Time. Those interested in participating in the conference call should dial (877) 312-8783 (domestic), or (408) 940-3874 (international) at least ten minutes prior to the scheduled start of the call. When prompted, provide the Conference ID: 4844598. A live webcast will also be available in listen-only mode at http://www.roireit.net/. The conference call will be recorded and available for replay beginning at 3:00 p.m. Eastern Time on February 17, 2022 and will be available until 3:00 p.m. Eastern Time on February 24, 2022. To access the conference call recording, dial (855) 859-2056 (domestic) or (404) 537-3406 (international) and use the Conference ID: 4844598. The conference call will also be archived on http://www.roireit.net/ for approximately 90 days.
ABOUT RETAIL OPPORTUNITY INVESTMENTS CORP.
Retail Opportunity Investments Corp. (NASDAQ: ROIC), is a fully-integrated, self-managed real estate investment trust (REIT) that specializes in the acquisition, ownership and management of grocery-anchored shopping centers located in densely-populated, metropolitan markets across the West Coast. As of December 31, 2021, ROIC owned 89 shopping centers encompassing approximately 10.2 million square feet. ROIC is the largest publicly-traded, grocery-anchored shopping center REIT focused exclusively on the West Coast. ROIC is a member of the S&P SmallCap 600 Index and has investment-grade corporate debt ratings from Moody's Investor Services, S&P Global Ratings and Fitch Ratings, Inc. Additional information is available at: www.roireit.net.

When used herein, the words "believes," "anticipates," "projects," "should," "estimates," "expects," “guidance” 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, and in Section 21F of the Securities and Exchange Act of 1934, as amended. Certain statements contained herein may constitute “forward-looking statements” within the meaning of the Private



Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results of ROIC to differ materially from future results expressed or implied by such forward-looking statements. Information regarding such risks and factors is described in ROIC's filings with the SEC, including its most recent Annual Report on Form 10-K, which is available at: www.roireit.net.



RETAIL OPPORTUNITY INVESTMENTS CORP.
Consolidated Balance Sheets
(In thousands, except share data)
December 31,
20212020
ASSETS  
Real Estate Investments:  
Land$915,861 $881,872 
Building and improvements2,350,294 2,274,680 
 3,266,155 3,156,552 
Less:  accumulated depreciation510,836 460,165 
2,755,319 2,696,387 
Mortgage note receivable4,875 4,959 
Real Estate Investments, net2,760,194 2,701,346 
Cash and cash equivalents13,218 4,822 
Restricted cash2,145 1,814 
Tenant and other receivables, net55,787 58,756 
Acquired lease intangible assets, net50,139 50,110 
Prepaid expenses5,337 4,811 
Deferred charges, net25,017 25,655 
Other assets17,007 17,296 
Total assets$2,928,844 $2,864,610 
LIABILITIES AND EQUITY  
Liabilities:  
Term loan$298,889 $298,524 
Credit facility— 48,000 
Senior Notes945,231 943,655 
Mortgage notes payable85,354 86,509 
Acquired lease intangible liabilities, net136,608 125,796 
Accounts payable and accrued expenses48,598 17,687 
Tenants’ security deposits7,231 6,854 
Other liabilities40,580 46,426 
Total liabilities1,562,491 1,573,451 
Commitments and contingencies
Equity:  
Preferred stock, $0.0001 par value 50,000,000 shares authorized; none issued and outstanding— — 
Common stock, $0.0001 par value, 500,000,000 shares authorized; 122,685,266 and 118,085,155 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively
12 12 
Additional paid-in capital1,577,837 1,497,662 
Dividends in excess of earnings(297,801)(289,309)
Accumulated other comprehensive loss(3,154)(8,812)
Total Retail Opportunity Investments Corp. stockholders’ equity1,276,894 1,199,553 
Non-controlling interests89,459 91,606 
Total equity1,366,353 1,291,159 
Total liabilities and equity$2,928,844 $2,864,610 



RETAIL OPPORTUNITY INVESTMENTS CORP.
Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share data)

Three Months Ended December 31,Year Ended December 31,
 2021202020212020
Revenues  
Rental revenue$71,999 $71,391 $280,924 $280,388 
Other income799 1,527 3,176 3,726 
Total revenues72,798 72,918 284,100 284,114 
Operating expenses
Property operating12,105 10,847 44,439 41,050 
Property taxes8,161 8,023 33,663 33,288 
Depreciation and amortization23,528 24,690 92,929 97,731 
General and administrative expenses5,301 4,781 19,654 16,755 
Other expense229 318 860 843 
Total operating expenses49,324 48,659 191,545 189,667 
Gain on sale of real estate— — 22,340 — 
Operating income23,474 24,259 114,895 94,447 
Non-operating expenses  
Interest expense and other finance expenses(14,362)(14,679)(57,535)(59,726)
Net income9,112 9,580 57,360 34,721 
Net income attributable to non-controlling interests(598)(681)(3,852)(2,707)
Net Income Attributable to Retail Opportunity Investments Corp.$8,514 $8,899 $53,508 $32,014 
Earnings per share – basic and diluted$0.07 $0.08 $0.44 $0.27 
Dividends per common share$0.18 $— $0.51 $0.20 






CALCULATION OF FUNDS FROM OPERATIONS
(Unaudited)
(In thousands)

Three Months Ended December 31,Year Ended December 31,
2021202020212020
Net income attributable to ROIC$8,514 $8,899 $53,508 $32,014 
Plus:  Depreciation and amortization23,528 24,690 92,929 97,731 
Less: Gain on sale of real estate— — (22,340)— 
Funds from operations – basic32,042 33,589 124,097 129,745 
Net income attributable to non-controlling interests598 681 3,852 2,707 
Funds from operations – diluted$32,640 $34,270 $127,949 $132,452 

SAME-CENTER CASH NET OPERATING INCOME ANALYSIS
(Unaudited)
(In thousands, except number of shopping centers and percentages)

Three Months Ended December 31,Year Ended December 31,
20212020$ Change% Change20212020$ Change% Change
Number of shopping centers included in same-center analysis85 85 85 85 
Same-center occupancy97.5 %97.0 %0.5 %97.5 %97.0 %0.5 %
Revenues:
Base rents$50,645 $48,781 $1,864 3.8 %$199,858 $199,702 $156 0.1 %
Percentage rent865 237 628 265.0 %1,129 505 624 123.6 %
Recoveries from tenants16,420 15,518 902 5.8 %66,045 64,951 1,094 1.7 %
Other property income608 1,284 (676)(52.6)%2,101 2,620 (519)(19.8)%
Bad debt(683)(1,915)1,232 (64.3)%(2,621)(10,049)7,428 (73.9)%
Total Revenues67,855 63,905 3,950 6.2 %266,512 257,729 8,783 3.4 %
Operating Expenses
Property operating expenses12,108 10,737 1,371 12.8 %44,177 41,344 2,833 6.9 %
Property taxes7,926 7,867 59 0.7 %32,948 32,562 386 1.2 %
Total Operating Expenses20,034 18,604 1,430 7.7 %77,125 73,906 3,219 4.4 %
Same-Center Cash Net Operating Income$47,821 $45,301 $2,520 5.6 %$189,387 $183,823 $5,564 3.0 %




SAME-CENTER CASH NET OPERATING INCOME RECONCILIATION
(Unaudited)
(In thousands)

Three Months Ended December 31,Twelve Months Ended December 31,
 2021202020212020
GAAP operating income$23,474 $24,259 $114,895 $94,447 
Depreciation and amortization23,528 24,690 92,929 97,731 
General and administrative expenses5,301 4,781 19,654 16,755 
Other expense229 318 860 843 
Gain on sale of real estate— — (22,340)— 
Straight-line rent(521)(516)(959)(1,079)
Amortization of above- and below-market rent(2,224)(6,898)(8,795)(17,654)
Property revenues and other expenses (1)
(249)(11)(768)(484)
Total Company cash NOI49,538 46,623 195,476 190,559 
Non same-center cash NOI(1,717)(1,322)(6,089)(6,736)
Same-center cash NOI$47,821 $45,301 $189,387 $183,823 
____________________
(1)Includes anchor lease termination fees, net of contractual amounts, if any, expense and recovery adjustments related to prior periods and other miscellaneous adjustments.

NON-GAAP DISCLOSURES
Funds from operations (“FFO”), is a widely recognized non-GAAP financial measure for REITs that the Company believes when considered with financial statements presented in accordance with GAAP, provides additional and useful means to assess its financial performance. FFO is frequently used by securities analysts, investors and other interested parties to evaluate the performance of REITs, most of which present FFO along with net income as calculated in accordance with GAAP. The Company computes FFO in accordance with the “White Paper” on FFO published by the National Association of Real Estate Investment Trusts (“NAREIT”), which defines FFO as net income attributable to common stockholders (determined in accordance with GAAP) excluding gains or losses from debt restructuring, sales of depreciable property and impairments, plus real estate related depreciation and amortization, and after adjustments for partnerships and unconsolidated joint ventures.

The Company uses cash net operating income (“NOI”) internally to evaluate and compare the operating performance of the Company’s properties. The Company believes cash NOI provides useful information to investors regarding the Company’s financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level, and when compared across periods, can be used to determine trends in earnings of the Company’s properties as this measure is not affected by the non-cash revenue and expense recognition items, the cost of the Company’s funding, the impact of depreciation and amortization expenses, gains or losses from the acquisition and sale of operating real estate assets, general and administrative expenses or other gains and losses that relate to the Company’s ownership of properties. The Company believes the exclusion of these items from operating income is useful because the resulting measure captures the actual revenue generated and actual expenses incurred in operating the Company’s properties as well as trends in occupancy rates, rental rates and operating costs. Cash NOI is a measure of the operating performance of the Company’s properties but does not measure the Company’s performance as a whole and is therefore not a substitute for net income or operating income as computed in accordance with GAAP. The Company defines cash NOI as operating revenues (base rent and recoveries from tenants), less property and related expenses (property operating expenses and property taxes), adjusted for non-cash revenue and operating expense items such as straight-line rent and amortization of lease intangibles, debt-related expenses and other adjustments. Cash NOI also excludes general and administrative expenses, depreciation and amortization, acquisition transaction costs, other expense, interest expense, gains and losses from property acquisitions and dispositions, extraordinary items, tenant improvements



and leasing commissions. Other REITs may use different methodologies for calculating cash NOI, and accordingly, the Company’s cash NOI may not be comparable to other REITs.

Contact:
Ashley Rubino, Investor Relations
858-677-0900
arubino@roireit.net


flattened_roicsupplement
4th QUARTER 2021 SUPPLEMENTAL INFORMATION Retail Opportunity Investments Corp. 11250 El Camino Real, Suite 200 San Diego, CA 92130 www.roireit.net


 
Our Company Retail Opportunity Investments Corp. (Nasdaq: ROIC), is a fully integrated, self-managed real estate investment trust (REIT) that specializes in the acquisition, ownership and management of grocery-anchored shopping centers located in densely populated, metropolitan markets across the West Coast. As of December 31, 2021, ROIC owned 89 shopping centers encompassing approximately 10.2 million square feet. ROIC is the largest publicly-traded, grocery-anchored shopping center REIT focused exclusively on the West Coast. ROIC is a member of the S&P SmallCap 600 Index and has investment- grade corporate debt ratings from Moody's Investor Services, S&P Global Ratings and Fitch Ratings, Inc. Additional information is available at www.roireit.net. Supplemental Information The enclosed information should be read in conjunction with ROIC's filings with the Securities and Exchange Commission, including but not limited to, its Form 10-Qs filed quarterly and Form 10-Ks filed annually. Additionally, the enclosed information does not purport to disclose all items under generally accepted accounting principles (“GAAP”). Non-GAAP Disclosures Funds from operations (“FFO”), is a widely-recognized non-GAAP financial measure for REITs that the Company believes when considered with financial statements presented in accordance with GAAP, provides additional and useful means to assess its financial performance. FFO is frequently used by securities analysts, investors and other interested parties to evaluate the performance of REITs, most of which present FFO along with net income as calculated in accordance with GAAP. The Company computes FFO in accordance with the “White Paper” on FFO published by the National Association of Real Estate Investment Trusts (“NAREIT”), which defines FFO as net income attributable to common stockholders (determined in accordance with GAAP) excluding gains or losses from debt restructuring, sales of depreciable property and impairments, plus real estate related depreciation and amortization, and after adjustments for partnerships and unconsolidated joint ventures. The Company uses cash net operating income (“NOI”) internally to evaluate and compare the operating performance of the Company’s properties. The Company believes cash NOI provides useful information to investors regarding the Company’s financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level, and when compared across periods, can be used to determine trends in earnings of the Company’s properties as this measure is not affected by the non-cash revenue and expense recognition items, the cost of the Company’s funding, the impact of depreciation and amortization expenses, gains or losses from the acquisition and sale of operating real estate assets, general and administrative expenses or other gains and losses that relate to the Company’s ownership of properties. The Company believes the exclusion of these items from operating income is useful because the resulting measure captures the actual revenue generated and actual expenses incurred in operating the Company’s properties as well as trends in occupancy rates, rental rates and operating costs. Cash NOI is a measure of the operating performance of the Company’s properties but does not measure the Company’s performance as a whole and is therefore not a substitute for net income or operating income as computed in accordance with GAAP. The Company defines cash NOI as operating revenues (base rent and recoveries from tenants), less property and related expenses (property operating expenses and property taxes), adjusted for non-cash revenue and operating expense items such as straight-line rent and amortization of lease intangibles, debt-related expenses and other adjustments. Cash NOI also excludes general and administrative expenses, depreciation and amortization, acquisition transaction costs, other expense, interest expense, gains and losses from property acquisitions and dispositions, extraordinary items, tenant improvements and leasing commissions. Other REITs may use different methodologies for calculating cash NOI, and accordingly, the Company’s cash NOI may not be comparable to other REITs. Overview Supplemental Disclosure Quarter Ended December 31, 2021 - 2 -


 
Page Balance Sheets……..……………………………………………………………..……………………………………………… 4 Income Statements .…………………………………………………………………………………..……..…………...……… 5 Funds From Operations …………………………………………………………………………………………………………… 6 Summary of Debt Outstanding .……………………………………………..…………………………………………………… 7 Selected Financial Analysis .……………………………………………………………………………………………………… 9 Property Acquisitions and Dispositions ………………………….………………………...…………………………………… 10 Property Portfolio ………………………………………………….…………………………………………………………… 11 Same-Center Cash Net Operating Income Analysis……………………………………………………………………………… 14 Top Ten Tenants ………………….…………….………………….…………………………………………………………… 15 Lease Expiration Schedule ……………………..………………………..…….………………………………………………… 16 Leasing Summary ………………………………………………………..…................................................................................. 17 Same-Space Comparative Leasing Summary ………………………………………………………..…..................................... 18 Leased vs. Billed Summary …………………………...………….……………………..…......................................................... 19 Investor Information …………………………………………………………..………………………………………………… 20 Financial Data Portfolio Data Table of Contents Supplemental Disclosure Quarter Ended December 31, 2021 - 3 -


 
(dollars in thousands, except par values and share amounts) 12/31/21 12/31/20 ASSETS: Real Estate Investments: Land 915,861$ 881,872$ Building and improvements 2,350,294 2,274,680 3,266,155 3,156,552 Less: accumulated depreciation 510,836 460,165 2,755,319 2,696,387 Mortgage note receivable 4,875 4,959 Real Estate Investments, net 2,760,194 2,701,346 Cash and cash equivalents 13,218 4,822 Restricted cash 2,145 1,814 Tenant and other receivables, net 55,787 58,756 Acquired lease intangible assets, net 50,139 50,110 Prepaid expenses 5,337 4,811 Deferred charges, net 25,017 25,655 Other assets 17,007 17,296 TOTAL ASSETS 2,928,844$ 2,864,610$ LIABILITIES: Term loan 298,889$ 298,524$ Credit facility - 48,000 Senior Notes 945,231 943,655 Mortgage notes payable 85,354 86,509 Acquired lease intangible liabilities, net 136,608 125,796 Accounts payable and accrued expenses 48,598 17,687 Tenants' security deposits 7,231 6,854 Other liabilities 40,580 46,426 TOTAL LIABILITIES 1,562,491 1,573,451 EQUITY: Common stock, $.0001 par value 500,000,000 shares authorized 12 12 Additional paid-in capital 1,577,837 1,497,662 Dividends in excess of earnings (297,801) (289,309) Accumulated other comprehensive loss (3,154) (8,812) Total Retail Opportunity Investments Corp. stockholders' equity 1,276,894 1,199,553 Non-controlling interests 89,459 91,606 TOTAL EQUITY 1,366,353 1,291,159 TOTAL LIABILITIES AND EQUITY 2,928,844$ 2,864,610$ The Company's Form 10-Q for the quarters ended September 30, 2021, June 30, 2021, and March 31, 2021, and Form 10-K for the years ended December 31, 2021 and 2020 should be read in conjunction with the above information. Balance Sheets Supplemental Disclosure Quarter Ended December 31, 2021 - 4 -


 
(in thousands, except per share amounts) 3 Months Ended (unaudited) Year Ended 12/31/21 12/31/20 12/31/21 12/31/20 REVENUES: Rental revenue (1) 71,999$ 71,391$ 280,924$ 280,388$ Other income 799 1,527 3,176 3,726 TOTAL REVENUES 72,798 72,918 284,100 284,114 OPERATING EXPENSES: Property operating 12,105 10,847 44,439 41,050 Property taxes 8,161 8,023 33,663 33,288 Depreciation and amortization 23,528 24,690 92,929 97,731 General and administrative expenses 5,301 4,781 19,654 16,755 Other expense 229 318 860 843 TOTAL OPERATING EXPENSES 49,324 48,659 191,545 189,667 Gain on sale of real estate - - 22,340 - OPERATING INCOME 23,474 24,259 114,895 94,447 NON-OPERATING EXPENSES: Interest expense and other finance expenses (14,362) (14,679) (57,535) (59,726) NET INCOME 9,112 9,580 57,360 34,721 NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS (598) (681) (3,852) (2,707) NET INCOME ATTRIBUTABLE TO RETAIL OPPORTUNITY INVESTMENTS CORP. 8,514$ 8,899$ 53,508$ 32,014$ NET INCOME PER COMMON SHARE - BASIC 0.07$ 0.08$ 0.44$ 0.27$ NET INCOME PER COMMON SHARE - DILUTED 0.07$ 0.08$ 0.44$ 0.27$ Weighted average common shares outstanding - basic 121,232 117,353 119,545 116,732 Weighted average common shares outstanding - diluted 130,066 126,496 128,454 126,627 (1) RENTAL REVENUE Base rents 53,023$ 50,295$ 205,954$ 205,549$ Recoveries from tenants 16,987 15,909 67,995 67,141 Straight-line rent 521 516 959 1,079 Amortization of above- and below-market rent 2,224 6,898 8,795 17,654 Bad debt (756) (2,227) (2,779) (11,035) TOTAL RENTAL REVENUE 71,999$ 71,391$ 280,924$ 280,388$ The Company's Form 10-Q for the quarters ended September 30, 2021, June 30, 2021, and March 31, 2021, and Form 10-K for the years ended December 31, 2021 and 2020 should be read in conjunction with the above information. Income Statements Supplemental Disclosure Quarter Ended December 31, 2021 - 5 -


 
(in thousands, except per share amounts) 3 Months Ended (unaudited) Year Ended 12/31/21 12/31/20 12/31/21 12/31/20 Funds from Operations (FFO) (1) : Net income attributable to ROIC common stockholders 8,514$ 8,899$ 53,508$ 32,014$ Adjustments: Depreciation and amortization expense 23,528 24,690 92,929 97,731 Gain on sale of real estate - - (22,340) - FUNDS FROM OPERATIONS - BASIC 32,042 33,589 124,097 129,745 Net income attributable to non-controlling interests 598 681 3,852 2,707 FUNDS FROM OPERATIONS - DILUTED 32,640$ 34,270$ 127,949$ 132,452$ FUNDS FROM OPERATIONS PER SHARE - BASIC 0.26$ 0.29$ 1.04$ 1.11$ FUNDS FROM OPERATIONS PER SHARE - DILUTED 0.25$ 0.27$ 1.00$ 1.05$ Weighted average common shares outstanding - basic 121,232 117,353 119,545 116,732 Weighted average common shares outstanding - diluted 130,066 126,496 128,454 126,627 Common dividends per share 0.11$ -$ 0.44$ 0.20$ FFO Payout Ratio 44.0% - 44.0% 19.0% Additional Disclosures: Non Cash Expense (Income) Straight line rent (521)$ (516)$ (959)$ (1,079)$ Above/below market rent amortization, net (2,224) (6,898) (8,795) (17,654) Non-cash interest expense (14) 73 45 293 Deferred financing costs and mortgage premiums, net 600 596 2,383 2,219 Stock based compensation 3,167 2,549 11,030 8,914 Capital Expenditures Tenant improvements 8,424$ 4,901$ 25,248$ 18,569$ Leasing commissions 482 410 1,888 1,365 Building improvements 395 321 1,012 868 Reimbursable property improvements 848 85 1,421 1,289 Pad and other development 2,109 4,839 12,172 9,715 Value enhancing tenant improvements 2,002 1,395 5,945 5,678 The above does not purport to disclose all items required under GAAP. (1) - Funds from operations ("FFO"), is a widely-recognized non GAAP financial measure for REITs that ROIC believes, when considered with financial statements determined in accordance with GAAP, provides additional and useful means to assess its financial performance. FFO is frequently used by securities analysts, investors and other interested parties to evaluate the performance of REITs. ROIC computes FFO in accordance with the "White Paper" on FFO published by the National Association of Real Estate Investment Trusts ("NAREIT"), which defines FFO as net income attributable to common shareholders (determined in accordance with GAAP) excluding gains or losses from debt restructuring and sales of property, plus real estate related depreciation and amortization, and after adjustments for partnerships and unconsolidated joint ventures. (2) - Amount excludes the $0.07 special gain dividend declared in the fourth quarter 2021. Including the gain dividend, the FFO Payout Ratio for the fourth quarter 2021 is 72% and for the full year 2021 is 51%. Funds From Operations Supplemental Disclosure Quarter Ended December 31, 2021 (2) (2) - 6 -


 
(unaudited, dollars in thousands) Outstanding GAAP Maturity Percent of Balance Interest Rate Interest Rate Date Total Indebtedness Fixed Rate Debt Mortgage Debt: Casitas Plaza Shopping Center 6,660$ 5.32% 4.20% 06/01/22 0.5% Riverstone Marketplace 16,811 4.96% 3.80% 07/01/22 1.3% Fullerton Crossroads 26,000 4.73% 3.82% 04/06/24 1.9% Diamond Hills Plaza 35,393 3.55% 3.61% 10/01/25 2.7% Total Mortgage Debt 84,864 4.33% 3.78% 2.4 Years (WA) 6.4% Unsecured Senior Notes: Senior Notes Due 2023 250,000 5.00% 5.21% 12/15/23 18.7% Senior Notes Due 2024 250,000 4.00% 4.21% 12/15/24 18.7% Senior Notes Due 2026 200,000 3.95% 3.95% 09/22/26 15.0% Senior Notes Due 2027 250,000 4.19% 4.19% 12/15/27 18.7% Total Unsecured Senior Notes 950,000 4.30% 4.41% 3.9 Years (WA) 71.1% Term Loan: Interest rate swaps 100,000 3.59% 3.59% 8/31/2022 7.5% Interest rate swaps 200,000 2.74% 2.74% 8/31/2022 15.0% Total Term Loan 300,000 3.02% 3.02% 22.5% Total Fixed Rate Debt 1,334,864 4.02% 4.06% 3.7 Years (WA) 100.0% Variable Rate Debt Credit Facility - 1.00% 1.00% 02/20/24 0.0% Term Loan 300,000 01/20/25 Interest rate swaps - Term Loan (300,000) Total Variable Rate Debt - 1.00% 1.00% 3.1 Years (WA) 0.0% TOTAL PRINCIPAL DEBT 1,334,864$ 4.03% 4.08% 3.6 Years (WA) 100.0% Net unamortized premiums on mortgages 632 Net unamortized discounts on notes (2,186) Net unamortized deferred financing charges (2) (3,836) Total Debt 1,329,474$ (1) Does not include extension options available to ROIC. (2) Net unamortized deferred financing charges for the Term Loan, Senior Notes and Mortgages. Summary of Debt Outstanding (1) Supplemental Disclosure Quarter Ended December 31, 2021 - 7 -


 
(unaudited, dollars in thousands) Summary of Principal Maturities Senior Total Principal Percentage of Credit Facility Term Loan Unsecured Notes Payments Debt Maturing 23,129$ -$ -$ -$ 24,133$ 1.8% - - - 250,000 250,686 18.8% 26,000 - - 250,000 276,708 20.7% 32,787 - 300,000 - 333,337 25.0% - - - 200,000 200,000 15.0% - - - 250,000 250,000 18.7% - - - - - - % 81,916$ -$ 300,000$ 950,000$ 1,334,864$ 100.0% Summary of Unencumbered/Encumbered Properties Percentage GLA of GLA Unencumbered properties 9,611,413 94.6% Encumbered properties 552,471 5.4% 10,163,884 100.0% Summary of Unsecured Debt/Secured Debt Percentage of Total Principal Debt Unsecured principal debt 1,250,000$ 93.6% Secured principal debt 84,864 6.4% Total Principal Debt 1,334,864$ 100.0% (1) Does not include extension options available to ROIC. Amount 2022 1,004$ Mortgage Principal 2024 708 2025 550 2026 - 2027 - Thereafter - Year Payments 2023 686 Mortgage Principal due at Maturity 89 2,948$ Number of Properties 85 4 Summary of Debt Outstanding, continued (1) Supplemental Disclosure Quarter Ended December 31, 2021 - 8 -


 
(unaudited, in thousands, except per share amounts) 12/31/21 09/30/21 06/30/21 03/31/21 12/31/20 Debt coverage ratios, three months ending: Interest coverage ratio (EBITDA/interest expense) 3.3x 3.3x 3.2x 3.2x 3.4x Debt service coverage (EBITDA/(interest expense + scheduled principal payments)) 3.2x 3.3x 3.2x 3.1x 3.3x Net principal debt (Total principal debt less cash & equivalents)/Annualized EBITDA 7.0x 6.6x 6.9x 7.3x 7.5x Net principal debt (Total principal debt less cash & equivalents)/TTM EBITDA 7.1x 6.6x 6.8x 7.2x 7.1x Debt/book value ratios, at period end: Total principal debt/total book assets 45.6% 46.1% 46.7% 47.4% 48.3% Total principal debt/undepreciated book value 38.8% 39.4% 39.9% 40.7% 41.6% Secured principal debt/undepreciated book value 2.5% 2.5% 2.5% 2.6% 2.6% Market capitalization calculations, at period end: Common shares outstanding 121,926 120,664 120,041 117,813 117,409 Operating partnership units (OP units) outstanding 8,542 8,542 8,542 8,867 8,966 Common stock price per share 19.60$ 17.42$ 17.66$ 15.87$ 13.39$ Total equity market capitalization 2,557,170$ 2,250,772$ 2,270,784$ 2,010,409$ 1,692,160$ Total principal debt 1,334,864 1,335,127 1,335,279 1,349,428 1,383,580 TOTAL MARKET CAPITALIZATION 3,892,034$ 3,585,899$ 3,606,063$ 3,359,837$ 3,075,740$ Unsecured Senior Notes Financial Covenants: (1) Total debt to total assets not to exceed 60% 40.9% 41.5% 42.2% 43.0% 44.1% Total secured debt to total assets not to exceed 40% 2.6% 2.6% 2.7% 2.7% 2.7% Total unencumbered assets to total unsecured debt not to be less than 150% 275.4% 271.7% 267.8% 262.5% 227.5% Consolidated income available for debt service to interest expense not to be less than 1.5:1 3.2x 3.3x 3.2x 3.1x 3.2x (1) Calculated in accordance with GAAP pursuant to underlying bond indentures. Selected Financial Analysis Supplemental Disclosure Quarter Ended December 31, 2021 - 9 -


 
(dollars in thousands) Acquisitions Date Owned Shopping Centers Location Acquired Purchase Amount GLA 3Q 2021 Canyon Creek Plaza San Jose, CA 09/01/21 27,900$ 64,662 4Q 2021 Palomar Village Temecula, CA 10/12/21 32,500$ 125,130 South Point Plaza Everett, WA 11/10/21 37,150 189,960 Olympia West Center Olympia, WA 12/06/21 24,800 69,212 94,450$ 384,302 Total 2021 Acquisitions 122,350$ 448,964 Dispositions Date Owned Shopping Centers Location Sold Sale Amount GLA 2Q 2021 Euclid Plaza San Diego, CA 04/21/21 25,800$ 77,044 3Q 2021 Green Valley Station Cameron Park, CA 08/12/21 15,087$ 52,245 Mills Shopping Center Rancho Cordova, CA 09/28/21 28,805 235,514 Total 3Q 2021 43,892$ 287,759 Total 2021 Dispositions 69,692$ 364,803 Property Acquisitions and Dispositions Supplemental Disclosure Quarter Ended December 31, 2021 - 10 -


 
(dollars in thousands) Date Owned % Southern California City State Acquired GLA Leased ABR (1) Major Tenants Los Angeles metro area Paramount Plaza * Paramount CA 12/22/09 95,062 100.0% 1,978$ Grocery Outlet Supermarket, 99¢ Only Stores, Rite Aid Pharmacy Claremont Promenade * Claremont CA 09/23/10 92,297 96.3% 2,463 Super King Supermarket Gateway Village * Chino Hills CA 12/17/10 96,959 100.0% 3,060 Sprouts Market Seabridge Marketplace * Oxnard CA 05/31/12 98,348 97.9% 2,024 Safeway (Vons) Supermarket Glendora Shopping Center * Glendora CA 08/01/12 106,535 97.5% 1,403 Albertsons Supermarket Redondo Beach Plaza * Redondo Beach CA 12/28/12 110,509 100.0% 2,373 Safeway (Vons) Supermarket, Petco Diamond Bar Town Center * Diamond Bar CA 02/01/13 100,342 100.0% 2,437 Walmart Neighborhood Market, Crunch Fitness Diamond Hills Plaza * Diamond Bar CA 04/22/13 139,505 96.6% 3,945 H-Mart Supermarket Plaza de la Cañada * La Cañada Flintridge CA 12/13/13 100,425 97.3% 2,618 Gelson's Supermarket, TJ Maxx, Rite Aid Pharmacy Fallbrook Shopping Center * Los Angeles CA 06/13/14 755,299 99.0% 13,308 Sprouts Market, Trader Joe's, Kroger (Ralph's) Supermarket(2), TJ Maxx Moorpark Town Center * Moorpark CA 12/03/14 133,547 90.7% 1,956 Kroger (Ralph's) Supermarket, CVS Pharmacy Ontario Plaza * Ontario CA 01/06/15 150,149 97.2% 2,394 El Super Supermarket, Rite Aid Pharmacy Park Oaks Shopping Center * Thousand Oaks CA 01/06/15 110,092 90.5% 2,572 Safeway (Vons) Supermarket, Dollar Tree Warner Plaza * Woodland Hills CA 12/31/15 110,918 93.1% 4,217 Sprouts Market, Kroger (Ralph's) Supermarket (2), Rite Aid Pharmacy (2) Magnolia Shopping Center * Santa Barbara CA 03/10/16 116,360 86.1% 2,109 Kroger (Ralph's) Supermarket Casitas Plaza Shopping Center * Carpinteria CA 03/10/16 105,118 99.2% 1,896 Albertsons Supermarket, CVS Pharmacy Bouquet Center * Santa Clarita CA 04/28/16 148,903 97.4% 3,666 Safeway (Vons) Supermarket, CVS Pharmacy, Ross Dress For Less North Ranch Shopping Center * Westlake Village CA 06/01/16 146,444 86.2% 4,400 Kroger (Ralph's) Supermarket, Trader Joe's, Rite Aid Pharmacy, Petco The Knolls * Long Beach CA 10/03/16 52,021 100.0% 1,441 Trader Joe's, Pet Food Express The Terraces * Rancho Palos Verdes CA 03/17/17 172,922 93.8% 3,601 Trader Joe's, Marshall's, LA Fitness Los Angeles metro area total 2,941,755 96.3% 63,861$ Orange County metro area Santa Ana Downtown Plaza * Santa Ana CA 01/26/10 105,536 98.9% 2,375$ Kroger (Food 4 Less) Supermarket, Marshall's Sycamore Creek * Corona CA 09/30/10 74,198 98.2% 1,910 Safeway (Vons) Supermarket, CVS Pharmacy (2) Desert Springs Marketplace * Palm Desert CA 02/17/11 113,718 90.6% 2,655 Kroger (Ralph's) Supermarket, Rite Aid Pharmacy Cypress Center West * Cypress CA 12/04/12 106,800 100.0% 2,218 Kroger (Ralph's) Supermarket, Rite Aid Pharmacy Harbor Place Center * Garden Grove CA 12/28/12 122,636 99.0% 1,954 AA Supermarket, Ross Dress For Less, AutoZone Mega Hub 5 Points Plaza * Huntington Beach CA 09/27/13 160,536 90.9% 4,203 Trader Joe's Peninsula Marketplace * Huntington Beach CA 10/15/13 95,416 99.0% 2,456 Kroger (Ralph's) Supermarket, Planet Fitness Fullerton Crossroads * Fullerton CA 10/11/17 219,785 98.9% 3,616 Kroger (Ralph's) Supermarket, Kohl's, Jo-Ann Fabrics and Crafts The Village at Nellie Gail Ranch * Laguna Hills CA 11/30/17 89,041 96.3% 2,983 Smart & Final Extra Supermarket Orange Country metro area total 1,087,666 96.7% 24,370$ San Diego metro area Marketplace Del Rio * Oceanside CA 01/03/11 183,787 97.7% 3,624$ Stater Brothers Supermarket, Walgreens Renaissance Towne Centre * San Diego CA 08/03/11 53,272 94.6% 2,560 CVS Pharmacy Bay Plaza * San Diego CA 10/05/12 73,324 98.0% 2,130 Seafood City Supermarket Bernardo Heights Plaza * Rancho Bernardo CA 02/06/13 37,729 100.0% 969 Sprouts Market Hawthorne Crossings * San Diego CA 06/27/13 141,288 99.3% 3,464 Mitsuwa Supermarket, Ross Dress For Less, Staples Creekside Plaza * Poway CA 02/28/14 133,914 94.4% 3,238 Stater Brothers Supermarket, AMC Theatres Palomar Village Temecula CA 10/12/21 125,130 99.0% 2,113 Albertsons Supermarket, CVS Pharmacy San Diego metro area total 748,444 97.5% 18,098$ Southern California Totals 4,777,865 96.6% 106,329$ (1) ABR is equal to annualized base rent on a cash basis for all leases in-place at period end. (2) These retailers are not tenants of ROIC. *Denotes properties in same center pool for 4Q 2021. Property Portfolio Supplemental Disclosure Quarter Ended December 31, 2021 - 11 -


 
(dollars in thousands) Date Owned % Northern California City State Acquired GLA Leased ABR (1) Major Tenants San Francisco metro area Pleasant Hill Marketplace * Pleasant Hill CA 04/08/10 69,715 100.0% 1,471$ Total Wine and More, Buy Buy Baby, Basset Furniture Pinole Vista Shopping Center * Pinole CA 01/06/11 140,962 98.6% 3,141 SaveMart (Lucky of CA) Supermarket, Planet Fitness Country Club Gate Center * Pacific Grove CA 07/08/11 109,331 92.4% 2,217 SaveMart (Lucky of CA) Supermarket, Rite Aid Pharmacy Marlin Cove Shopping Center * Foster City CA 05/04/12 73,943 100.0% 2,586 99 Ranch Market The Village at Novato * Novato CA 07/24/12 20,081 100.0% 566 Trader Joe's, Pharmaca Pharmacy Santa Teresa Village * San Jose CA 11/08/12 131,713 98.6% 3,491 Grocery Outlet Supermarket, Dollar Tree, MedVet Silicon Valley Granada Shopping Center * Livermore CA 06/27/13 71,525 100.0% 1,526 SaveMart (Lucky of CA) Supermarket Country Club Village * San Ramon CA 11/26/13 111,093 97.7% 2,254 Walmart Neighborhood Market, CVS Pharmacy North Park Plaza * San Jose CA 04/30/14 76,697 100.0% 2,764 H-Mart Supermarket Winston Manor * South San Francisco CA 01/07/15 49,852 91.0% 1,634 Grocery Outlet Supermarket Jackson Square * Hayward CA 07/01/15 114,220 100.0% 2,380 Safeway Supermarket, CVS Pharmacy, 24 Hour Fitness Gateway Centre * San Ramon CA 09/01/15 112,553 94.3% 2,587 SaveMart (Lucky of CA) Supermarket, Walgreens Iron Horse Plaza * Danville CA 12/04/15 61,915 100.0% 2,366 Lunardi's Market Monterey Center * Monterey CA 07/14/16 25,626 93.7% 1,023 Trader Joe's, Pharmaca Pharmacy Santa Rosa Southside Shopping Center * Santa Rosa CA 03/24/17 88,606 100.0% 1,728 REI, Cost Plus World Market, DSW Monta Loma Plaza * Mountain View CA 09/19/17 49,694 100.0% 1,597 Safeway Supermarket Canyon Creek Plaza San Jose CA 09/01/21 64,662 98.5% 2,112 New Seasons Market Northern California Total 1,372,188 97.9% 35,443$ (1) ABR is equal to annualized base rent on a cash basis for all leases in-place at period end. *Denotes properties in same center pool for 4Q 2021. Property Portfolio, continued Supplemental Disclosure Quarter Ended December 31, 2021 - 12 -


 
(dollars in thousands) Date Owned % Pacific Northwest City State Acquired GLA Leased ABR (1) Major Tenants Seattle metro area Meridian Valley Plaza * Kent WA 02/01/10 51,597 100.0% 886$ Kroger (QFC) Supermarket The Market at Lake Stevens * Lake Stevens WA 03/11/10 74,130 100.0% 1,679 Albertsons (Haggen) Supermarket Canyon Park Shopping Center * Bothell WA 07/29/11 123,592 100.0% 2,624 PCC Community Markets, Rite Aid Pharmacy, Petco Hawks Prairie Shopping Center * Lacey WA 09/09/11 157,529 100.0% 1,967 Safeway Supermarket, Dollar Tree, Big Lots The Kress Building * Seattle WA 09/30/11 74,616 73.5% 1,438 IGA Supermarket, TJMaxx Gateway Shopping Center * Marysville WA 02/16/12 104,298 96.1% 2,566 WinCo Foods (2), Rite Aid Pharmacy, Ross Dress For Less Aurora Square * Shoreline WA 2012/2014 108,558 100.0% 2,010 Central Supermarket, Marshall's Canyon Crossing * Puyallup WA 04/15/13 120,398 100.0% 2,906 Safeway Supermarket Crossroads Shopping Center * Bellevue WA 2010/2013 473,131 97.8% 12,083 Kroger (QFC) Supermarket, Bed Bath & Beyond, Dick's Sporting Goods Bellevue Marketplace * Bellevue WA 12/10/15 113,758 100.0% 3,440 Asian Family Market Four Corner Square * Maple Valley WA 12/21/15 119,531 100.0% 2,585 Grocery Outlet Supermarket, Walgreens, Johnsons Home & Garden Bridle Trails Shopping Center * Kirkland WA 10/17/16 110,257 100.0% 2,418 Grocery Outlet Supermarket, Rite Aid (Bartell) Pharmacy, Dollar Tree PCC Community Markets Plaza * Edmonds WA 01/25/17 34,459 100.0% 690 PCC Community Markets Highland Hill Shopping Center * Tacoma WA 05/09/17 163,926 100.0% 3,121 National Supermarket, LA Fitness, Dollar Tree, Petco North Lynnwood Shopping Center * Lynnwood WA 10/19/17 63,606 95.8% 1,084 Grocery Outlet Supermarket, Dollar Tree Stadium Center * Tacoma WA 02/23/18 48,888 100.0% 1,076 Thriftway Supermarket Summerwalk Village * Lacey WA 12/13/19 60,343 98.0% 880 Walmart Neighborhood Market South Point Plaza Everett WA 11/10/21 189,960 97.2% 2,222 Grocery Outlet Supermarket, Rite Aid Pharmacy, Hobby Lobby, Pep Boys Olympia West Center Olympia WA 12/06/21 69,212 100.0% 1,539 Trader Joe's, Petco Seattle metro area total 2,261,789 98.1% 47,214$ Portland metro area Happy Valley Town Center * Happy Valley OR 07/14/10 138,397 100.0% 3,898$ New Seasons Market Wilsonville Old Town Square * Wilsonville OR 2010/2012 49,937 100.0% 1,924 Kroger (Fred Meyer) Supermarket (2) Cascade Summit Town Square * West Linn OR 08/20/10 94,934 100.0% 1,970 Safeway Supermarket Heritage Market Center * Vancouver WA 09/23/10 108,054 100.0% 1,928 Safeway Supermarket, Dollar Tree Division Crossing * Portland OR 12/22/10 103,561 100.0% 1,324 Rite Aid Pharmacy, Ross Dress For Less, Ace Hardware Halsey Crossing * Gresham OR 12/22/10 99,428 100.0% 1,434 24 Hour Fitness, Dollar Tree Hillsboro Market Center * Hillsboro OR 11/23/11 156,021 100.0% 2,685 Albertsons Supermarket, Dollar Tree, Ace Hardware Robinwood Shopping Center * West Linn OR 08/23/13 70,831 100.0% 1,137 Walmart Neighborhood Market Tigard Marketplace * Tigard OR 02/18/14 136,889 100.0% 2,093 H-Mart Supermarket, Bi-Mart Wilsonville Town Center * Wilsonville OR 12/11/14 167,829 99.2% 2,974 Safeway Supermarket, Rite Aid Pharmacy, Dollar Tree Tigard Promenade * Tigard OR 07/28/15 88,043 97.7% 1,487 Safeway Supermarket Sunnyside Village Square * Happy Valley OR 07/28/15 92,278 100.0% 1,619 Grocery Outlet Supermarket, Snap Fitness, Ace Hardware Johnson Creek Center * Happy Valley OR 11/09/15 108,588 100.0% 2,312 Trader Joe's, Walgreens, Sportsman's Warehouse Rose City Center * Portland OR 09/15/16 60,680 100.0% 833 Safeway Supermarket Division Center * Portland OR 04/05/17 118,122 100.0% 2,097 Grocery Outlet Supermarket, Rite Aid Pharmacy, Petco Riverstone Marketplace * Vancouver WA 10/11/17 95,774 100.0% 2,292 Kroger (QFC) Supermarket King City Plaza * King City OR 05/18/18 62,676 83.5% 894 Grocery Outlet Supermarket Portland metro area total 1,752,042 99.2% 32,901$ Pacific Northwest Totals 4,013,831 98.6% 80,115$ TOTAL SHOPPING CENTERS 10,163,884 97.5% 221,887$ (1) ABR is equal to annualized base rent on a cash basis for all leases in-place at period end. (2) These retailers are not tenants of ROIC. *Denotes properties in same center pool for 4Q 2021. Property Portfolio, continued Supplemental Disclosure Quarter Ended December 31, 2021 - 13 -


 
(unaudited, dollars in thousands) Three Months Ended Year Ended 12/31/21 12/31/20 $ Change % Change 12/31/21 12/31/20 $ Change % Change Number of shopping centers included in same-center analysis (1) 85 85 85 85 Same-center occupancy 97.5% 97.0% 0.5% 97.5% 97.0% 0.5% REVENUES: Base rents 50,645$ 48,781$ 1,864$ 3.8% 199,858$ 199,702$ 156$ 0.1% Percentage rent 865 237 628 265.0% 1,129 505 624 123.6% Recoveries from tenants 16,420 15,518 902 5.8% 66,045 64,951 1,094 1.7% Other property income 608 1,284 (676) (52.6)% 2,101 2,620 (519) (19.8)% Bad debt (683) (1,915) 1,232 (64.3)% (2,621) (10,049) 7,428 (73.9)% TOTAL REVENUES 67,855 63,905 3,950 6.2% 266,512 257,729 8,783 3.4% OPERATING EXPENSES: Property operating expenses 12,108 10,737 1,371 12.8% 44,177 41,344 2,833 6.9% Property taxes 7,926 7,867 59 0.7% 32,948 32,562 386 1.2% TOTAL OPERATING EXPENSES 20,034 18,604 1,430 7.7% 77,125 73,906 3,219 4.4% SAME-CENTER CASH NET OPERATING INCOME 47,821$ 45,301$ 2,520$ 5.6% 189,387$ 183,823$ 5,564$ 3.0% SAME-CENTER CASH NET OPERATING INCOME RECONCILIATION GAAP Operating Income 23,474$ 24,259$ 114,895$ 94,447$ Depreciation and amortization 23,528 24,690 92,929 97,731 General and administrative expenses 5,301 4,781 19,654 16,755 Other expense 229 318 860 843 Gain on sale of real estate - - (22,340) - Straight-line rent (521) (516) (959) (1,079) Amortization of above- and below-market rent (2,224) (6,898) (8,795) (17,654) Property revenues and other expenses (2) (249) (11) (768) (484) TOTAL COMPANY CASH NET OPERATING INCOME 49,538 46,623 195,476 190,559 Non Same-Center Cash NOI (1,717) (1,322) (6,089) (6,736) SAME-CENTER CASH NET OPERATING INCOME 47,821$ 45,301$ 189,387$ 183,823$ (1) Same centers are those properties which were owned for the entirety of the current and comparable prior year period. (2) Includes anchor lease termination fees net of contractual amounts, if any, expense and recovery adjustments related to prior periods and other miscellaneous adjustments. Same-Center Cash Net Operating Income Analysis Supplemental Disclosure Quarter Ended December 31, 2021 - 14 -


 
(dollars in thousands) Percent Number of Leased of Total Percent of Tenant Leases GLA Leased GLA ABR Total ABR 1 Albertsons / Safeway Supermarkets 19 948,195 9.6% 12,150$ 5.5% 2 Kroger Supermarkets 11 483,455 4.9% 7,538 3.4% 3 Rite Aid Pharmacy 14 263,390 2.7% 3,413 1.5% 4 JP Morgan Chase 21 95,163 1.0% 3,152 1.4% 5 Trader Joe's 9 109,307 1.1% 3,134 1.4% 6 Grocery Outlet Supermarkets 10 225,004 2.3% 3,000 1.4% 7 SaveMart Supermarkets 4 187,639 1.9% 2,995 1.3% 8 Marshall's / TJMaxx 6 178,195 1.8% 2,840 1.3% 9 Sprouts Markets 4 159,163 1.6% 2,747 1.2% 10 H-Mart Supermarkets 3 147,040 1.5% 2,521 1.1% Top 10 Tenants Total 101 2,796,551 28.4% 43,490$ 19.5% Other Tenants 1,869 7,108,503 71.6% 178,397 80.5% Total Portfolio 1,970 9,905,054 100.0% 221,887$ 100.0% Top Ten Tenants Supplemental Disclosure Quarter Ended December 31, 2021 - 15 -


 
(dollars in thousands) Anchor Tenants (1) Number of Leased Percent of Total Percent of ABR Leases Expiring (2) GLA Total Leased GLA ABR Total ABR Per Sq. Ft. 2022 7 271,556 2.7% 3,673 1.7% 13.52 2023 25 723,122 7.3% 12,025 5.4% 16.63 2024 15 505,124 5.1% 8,415 3.8% 16.66 2025 22 730,180 7.4% 9,919 4.5% 13.58 2026 23 737,297 7.4% 9,595 4.3% 13.01 2027 11 324,499 3.3% 3,486 1.6% 10.74 2028 17 626,813 6.3% 11,087 5.0% 17.69 2029 12 433,505 4.4% 6,988 3.1% 16.12 2030 6 226,514 2.3% 3,431 1.5% 15.15 2031 9 276,035 2.8% 4,926 2.2% 17.85 2032+ 18 688,289 6.9% 10,030 4.6% 14.57 165 5,542,934 55.9% 83,575$ 37.7% 15.08$ Non-Anchor Tenants Number of Leased Percent of Total Percent of ABR Leases Expiring (2) GLA Total Leased GLA ABR Total ABR Per Sq. Ft. 2022 277 473,488 4.8% 15,652 7.1% 33.06 2023 296 654,124 6.6% 20,742 9.3% 31.71 2024 278 640,890 6.5% 19,996 9.0% 31.20 2025 252 609,590 6.2% 18,861 8.5% 30.94 2026 263 616,695 6.2% 19,814 8.9% 32.13 2027 156 436,332 4.4% 12,615 5.7% 28.91 2028 60 175,301 1.8% 6,389 2.9% 36.44 2029 51 161,969 1.6% 5,189 2.3% 32.04 2030 40 116,422 1.2% 4,467 2.0% 38.37 2031 55 185,639 1.9% 5,698 2.6% 30.69 2032+ 77 291,670 2.9% 8,889 4.0% 30.48 1,805 4,362,120 44.1% 138,312$ 62.3% 31.71$ All Tenants Number of Leased Percent of Total Percent of ABR Leases Expiring (2) GLA Total Leased GLA ABR Total ABR Per Sq. Ft. 2022 284 745,044 7.5% 19,325 8.8% 25.94 2023 321 1,377,246 13.9% 32,767 14.7% 23.79 2024 293 1,146,014 11.6% 28,411 12.8% 24.79 2025 274 1,339,770 13.6% 28,780 13.0% 21.48 2026 286 1,353,992 13.6% 29,409 13.2% 21.72 2027 167 760,831 7.7% 16,101 7.3% 21.16 2028 77 802,114 8.1% 17,476 7.9% 21.79 2029 63 595,474 6.0% 12,177 5.4% 20.45 2030 46 342,936 3.5% 7,898 3.5% 23.03 2031 64 461,674 4.7% 10,624 4.8% 23.01 2032+ 95 979,959 9.8% 18,919 8.6% 19.31 1,970 9,905,054 100.0% 221,887$ 100.0% 22.40$ (1) Anchor tenants are leases equal to or greater than 15,000 square feet. (2) Does not assume exercise of renewal options. Lease Expiration Schedule Supplemental Disclosure Quarter Ended December 31, 2021 - 16 -


 
New Leases Non-Anchor Anchor Total Non-Anchor Anchor Total Number of Leases 44 2 46 193 2 195 Gross Leasable Area (sq. ft.) 95,379 45,409 140,788 403,052 45,409 448,461 Initial Base Rent ($/sq. ft.) (1) 30.95$ 25.54$ 29.20$ 31.23$ 25.54$ 30.65$ Tenant Improvements ($/sq. ft.) -$ -$ -$ 1.30$ -$ 1.17$ Leasing Commissions ($/sq. ft.) 4.16$ -$ 2.82$ 3.62$ -$ 3.25$ Weighted Average Lease Term (Yrs.) (2) 6.8 12.4 8.6 6.8 12.4 7.4 Renewals Non-Anchor Anchor Total Non-Anchor Anchor Total Number of Leases 81 4 85 268 14 282 Gross Leasable Area (sq. ft.) 164,912 115,867 280,779 556,192 423,157 979,349 Initial Base Rent ($/sq. ft.) (1) 35.18$ 16.12$ 27.31$ 31.56$ 12.99$ 23.53$ Tenant Improvements ($/sq. ft.) 1.55$ -$ 0.91$ 0.55$ -$ 0.31$ Leasing Commissions ($/sq. ft.) 0.12$ -$ 0.07$ 0.06$ -$ 0.04$ Weighted Average Lease Term (Yrs.) (2) 4.6 5.0 4.7 4.4 5.7 5.0 Total Non-Anchor Anchor Total Non-Anchor Anchor Total Number of Leases 125 6 131 461 16 477 Gross Leasable Area (sq. ft.) 260,291 161,276 421,567 959,244 468,566 1,427,810 Initial Base Rent ($/sq. ft.) (1) 33.63$ 18.77$ 27.94$ 31.42$ 14.20$ 25.77$ Tenant Improvements ($/sq. ft.) 0.98$ -$ 0.61$ 0.86$ -$ 0.58$ Leasing Commissions ($/sq. ft.) 1.60$ -$ 0.99$ 1.56$ -$ 1.05$ Weighted Average Lease Term (Yrs.) (2) 5.4 7.1 6.0 5.4 6.4 5.7 (1) Initial Base Rent is on a cash basis and is the initial contractual monthly rent, annualized. (2) Does not assume exercise of renewal options. For the Three Months Ended December 31, 2021 For the Year Ended December 31, 2021 Leasing Summary Supplemental Disclosure Quarter Ended December 31, 2021 - 17 -


 
New Leases Non-Anchor Anchor Total Non-Anchor Anchor Total Comparative # of Leases 16 2 18 99 2 101 Comparative GLA (sq. ft.) (1) 29,057 45,409 74,466 201,575 45,409 246,984 Prior Base Rent ($/sq. ft.) (2) 30.07$ 16.67$ 21.90$ 29.25$ 16.67$ 26.94$ Initial Base Rent ($/sq. ft.) 31.44$ 25.54$ 27.84$ 32.18$ 25.54$ 30.96$ Percentage Change in Base Rents 4.6% 53.2% 27.1% 10.0% 53.2% 14.9% Tenant Improvements ($/sq. ft.) -$ -$ -$ 2.43$ -$ 1.98$ Leasing Commissions ($/sq. ft.) 2.67$ -$ 1.04$ 3.60$ -$ 2.94$ Weighted Average Lease Term (Yrs.) (3) 6.0 12.4 9.9 7.0 12.4 8.0 Renewals Non-Anchor Anchor Total Non-Anchor Anchor Total Comparative # of Leases 81 4 85 268 14 282 Comparative GLA (sq. ft.) 164,912 115,867 280,779 556,192 423,157 979,349 Prior Base Rent ($/sq. ft.) (2) 33.78$ 15.11$ 26.07$ 30.40$ 12.27$ 22.57$ Initial Base Rent ($/sq. ft.) 35.18$ 16.12$ 27.31$ 31.56$ 12.99$ 23.53$ Percentage Change in Base Rents 4.2% 6.7% 4.8% 3.8% 5.8% 4.3% Tenant Improvements ($/sq. ft.) 1.55$ -$ 0.91$ 0.55$ -$ 0.31$ Leasing Commissions ($/sq. ft.) 0.12$ -$ 0.07$ 0.06$ -$ 0.04$ Weighted Average Lease Term (Yrs.) (3) 4.6 5.0 4.7 4.4 5.7 5.0 Total Non-Anchor Anchor Total Non-Anchor Anchor Total Comparative # of Leases 97 6 103 367 16 383 Comparative GLA (sq. ft.) (1) 193,969 161,276 355,245 757,767 468,566 1,226,333 Prior Base Rent ($/sq. ft.) (2) 33.22$ 15.55$ 25.20$ 30.09$ 12.70$ 23.45$ Initial Base Rent ($/sq. ft.) 34.62$ 18.77$ 27.42$ 31.72$ 14.20$ 25.03$ Percentage Change in Base Rents 4.2% 20.7% 8.8% 5.4% 11.8% 6.7% Tenant Improvements ($/sq. ft.) 1.32$ -$ 0.72$ 1.05$ -$ 0.65$ Leasing Commissions ($/sq. ft.) 0.50$ -$ 0.27$ 1.00$ -$ 0.62$ Weighted Average Lease Term (Yrs.) (3) 4.8 7.1 5.9 5.1 6.4 5.6 (1) Comparative GLA includes spaces that were vacant for less than 12 months, excluding spaces that were not leased at the time of acquisition. (2) Prior Base Rent is on a cash basis and is the final monthly rent paid, annualized, for the prior tenant or the prior lease that was renewed. (3) Does not assume exercise of renewal options. For the Three Months Ended December 31, 2021 For the Year Ended December 31, 2021 Same-Space Comparative Leasing Summary Supplemental Disclosure Quarter Ended December 31, 2021 - 18 -


 
(dollars in thousands) 12/31/21 09/30/21 06/30/21 03/31/21 % leased at beginning of quarter 97.4% 96.9% 96.9% 96.8% % billed at beginning of quarter 92.8% 92.4% 92.8% 92.8% ABR of new leases signed/not yet commenced - at beginning of quarter 10,075$ 10,420$ 9,554$ 8,590$ less: ABR of new leases commenced during quarter (1,998) (1,890) (1,928) (1,044) plus: ABR of new leases signed during quarter 2,523 1,545 2,794 2,008 ABR of new leases signed/not yet commenced - at end of quarter 10,601$ 10,075$ 10,420$ 9,554$ % leased at end of quarter 97.5% 97.4% 96.9% 96.9% % billed at end of quarter 92.8% 92.8% 92.4% 92.8% ABR of new leases commenced during quarter - actual cash received 297$ 298$ 305$ 177$ Leased vs. Billed Summary Supplemental Disclosure Quarter Ended December 31, 2021 - 19 -


 
Equity Research Coverage Bank of America Merrill Lynch Craig Schmidt 646.855.3640 Bank of Montreal John P. Kim 212.885.4115 Juan Sanabria 312.845.4074 Baird Wes Golladay 216.737.7510 BTIG Michael Gorman 212.738.6138 Capital One Securities, Inc. Chris Lucas 571.633.8151 Citi Michael Bilerman 212.816.1383 Katy McConnell 212.816.4471 Green Street Vince Tibone 949.640.8780 Paulina Rojas Schmidt 949.640.8780 J.P. Morgan Michael W. Mueller 212.622.6689 Jefferies Linda Tsai 212.778.8011 KeyBanc Capital Markets Todd Thomas 917.368.2286 Raymond James RJ Milligan 908.447.4493 Wells Fargo Tamara Fique 617.603.4262 Fixed Income Research Coverage J.P. Morgan Mark Streeter 212.834.5086 Ratings Agency Coverage Fitch Ratings, Inc. William Kuo 609.658.7945 Moody’s Investors Service Juan Acosta 212.553.4849 S&P Global Ratings Michael Souers 212.438.2508 Investor Information Retail Opportunity Investments Corp. www.roireit.net NASDAQ: ROIC 11250 El Camino Real, Suite 200 San Diego, CA 92130 Transfer Agent: Sue Barron Computershare sue.barron@computershare.com Investor Relations: Ashley Rubino arubino@roireit.net 858.255.4913 Supplemental Disclosure Quarter Ended December 31, 2021 - 20 -