Document

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 22, 2017

RETAIL OPPORTUNITY INVESTMENTS CORP.
(Exact Name of Registrant as Specified in Its Charter)
_________________
Maryland 
(State or other jurisdiction of incorporation)
001-33749 
(Commission
File Number)
26-0500600 
(I.R.S. Employer
Identification No.)
_________________
RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP
(Exact Name of Registrant as Specified in Its Charter)
_________________
Delaware 
(State or other jurisdiction of incorporation)
333-189057-01 
(Commission File Number)
94-2969738 
(LR.S. Employer Identification No.)
8905 Towne Centre Drive, Suite 108 San Diego, California
 
92122 
(Zip Code)
 
(858) 677-0900 
(Registrants' Telephone Number, Including Area Code)
 
 
Not applicable 
(Former Name or Former Address, 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))




Item 2.02.    Results of Operations and Financial Condition.
On February 22, 2017, Retail Opportunity Investments Corp. (the "Company") issued an earnings release announcing its financial results for the quarter and year ended December 31, 2016. A copy of the earnings release is attached as Exhibit 99.1 hereto and incorporated herein by reference. On February 22, 2017, in connection with this earnings release, the Company posted certain supplemental information regarding the Company's operations for the quarter ended December 31, 2016 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            Earnings Release, dated February 22, 2017
99.2            Supplemental Information for the quarter ended December 31, 2016




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
RETAIL OPPORTUNITY INVESTMENTS CORP.
Dated: February 22, 2017
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

Exhibit

Retail Opportunity Investments Corp.                 TRADED: NASDAQ: ROIC
8905 Towne Centre Drive, Suite 108
San Diego, CA 92122        

FOR IMMEDIATE RELEASE
Wednesday, February 22, 2017

Retail Opportunity Investments Corp. Reports
Strong 2016 Results
San Diego, CA, February 22, 2017 - Retail Opportunity Investments Corp. (NASDAQ:ROIC) announced today financial and operating results for the twelve and three months ended December 31, 2016.
YEAR 2016 HIGHLIGHTS
$32.8mm of net income attributable to common stockholders ($0.31 per diluted share)
12.5% increase in Funds From Operations (FFO)(1) per diluted share to $1.08 (’16 vs. ’15)
$332.6 million of grocery-anchored shopping center acquisitions completed in 2016
5.3% increase in same-center cash net operating income (2016 vs. 2015)
97.6% portfolio lease rate at year-end 2016 (4th consecutive year above 96%)
1.3 million square feet of leases executed (new and renewed)
29.3% increase in same-space cash rents on new leases (12.2% increase on renewals)
$424.1 million of capital raised (stock, operating partnership units and unsecured debt)
31.4% debt-to-total market cap ratio at year-end 2016 (lowest year-end level since 2011)
4TH QUARTER 2016 HIGHLIGHTS
$9.6mm of net income attributable to common stockholders ($0.09 per diluted share)
8.0% increase in FFO per diluted share to $0.27 (4Q’16 vs 4Q’15)
$61.9 million of grocery-anchored shopping center acquisitions completed in 4Q’16
5.5% increase in same-center cash net operating income (4Q’16 vs. 4Q’15)
33.1% increase in same-space cash rents on new leases (16.7% increase on renewals)
4.0x interest coverage (4th consecutive year-end at or above 4.0x)
$0.18 quarterly cash dividend paid
4.2% increase in quarterly cash dividend ($0.1875 quarterly 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, “2016 proved to be another stellar year of growth and performance for the company. We continued to enhance our presence across the West Coast, through our disciplined acquisition program, adding $332.6 million of grocery-anchored shopping centers to our portfolio. For the fourth consecutive year we achieved a portfolio lease rate above 96%, finishing 2016 at a strong 97.6%. We again posted solid rent growth, including a 29.3% increase in base rents on new leases, which helped to drive same-center net operating income to new heights, achieving a 5.3% increase for the year. Additionally, we continued to maintain our financial strength and flexibility raising a balance of new capital, totaling $424.1 million, to prudently fund our growth.” Tanz concluded, “Looking ahead at 2017 and beyond, we intend to remain steadfast to the core principals that have driven our success thus far and are confident in our ability to continue to build value and deliver strong results.”
FINANCIAL SUMMARY
For the twelve months ended December 31, 2016, GAAP net income attributable to common stockholders was $32.8 million, or $0.31 per diluted share, as compared to GAAP net income of $23.9 million, or $0.25 per diluted share for the twelve months ended December 31, 2015. For the three months ended December 31, 2016, GAAP net income attributable to common stockholders was $9.6 million, or $0.09 per diluted share, as compared to GAAP net income of $6.9 million, or $0.07 per diluted share for the three months ended December 31, 2015.

FFO for the full year 2016 was $124.8 million, or $1.08 per diluted share, as compared to $96.0 million in FFO, or $0.96 per diluted share for the full year 2015, representing a 12.5% increase on a per diluted share basis. FFO for the fourth quarter of 2016 was $33.2 million, or $0.27 per diluted share, as compared to $25.9 million in FFO, or $0.25 per diluted share for the fourth quarter of 2015, representing an 8.0% increase on a per diluted share basis. 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.

At December 31, 2016, ROIC had a total market capitalization of approximately $3.7 billion with approximately $1.2 billion of principal debt outstanding, equating to a 31.4% debt-to-total market capitalization ratio. ROIC’s debt outstanding was comprised of $70.7 million of mortgage debt and approximately $1.1 billion of unsecured debt, including $98.0 million outstanding on its unsecured revolving credit facility at December 31, 2016. For the fourth quarter of 2016, ROIC’s interest coverage was 4.0 times and 94.5% of its portfolio was unencumbered (based on gross leasable area) at year-end 2016.
2016 ACQUISITION SUMMARY
During 2016, ROIC acquired eight grocery-anchored shopping centers totaling $332.6 million, encompassing approximately 752,000 square feet. Included in the $332.6 million, during the fourth quarter ROIC acquired the following grocery-anchored shopping centers for a total of $61.9 million.
Trader Joe’s At The Knolls
In October 2016, ROIC acquired Trader Joe’s At The Knolls for $29.1 million. The shopping center is approximately 52,000 square feet and is anchored by Trader Joe’s. The property is located in Long Beach, California and is currently 100% leased.
Bridle Trails Shopping Center
In October 2016, ROIC acquired Bridle Trails Shopping Center for $32.8 million. The shopping center is approximately 104,000 square feet and is anchored by Unified (Red Apple) Supermarket and Bartell Drugs, a Seattle-based regional pharmacy. The property is located in Kirkland, Washington, within the Seattle metropolitan area, and is currently 100% leased.
2017 YEAR-TO-DATE ACQUISITION ACTIVITY
Year-to-date in 2017, ROIC has $91.8 million of grocery-anchored acquisitions committed, including one shopping center acquired thus far in the first quarter.



PCC Natural Markets Plaza
In January 2017, ROIC acquired PCC Natural Markets Plaza for $8.6 million. The shopping center is approximately 34,000 square feet and is anchored by PCC Natural Markets and Walgreens Pharmacy (NAP). The property is located in Edmonds, Washington, within the Seattle metropolitan area, and is currently 100% leased.
ROIC currently has binding contracts to acquire the following two shopping centers, in separate transactions.
The Terraces
ROIC has a binding contract to acquire The Terraces for $54.1 million. The shopping center is approximately 173,000 square feet and is anchored by Trader Joe’s. The property is located in Rancho Palos Verdes, California, within the Los Angeles metropolitan area, and is currently 89.0% leased.
Santa Rosa Southside Shopping Center
ROIC has a binding contract to acquire Santa Rosa Southside Shopping Center for $29.1 million. The shopping center is approximately 124,000 square feet and is anchored by Cost Plus World Market, REI and Toys R Us. The property is located in Santa Rosa, California and is currently 100% leased. ROIC expects to fund the acquisition in part with the issuance of approximately $3.9 million of ROIC common equity in the form of operating partnership units, based on a value of $23.00 per unit.
PROPERTY OPERATIONS SUMMARY
At December 31, 2016, ROIC’s portfolio was 97.6% leased. For the full year 2016, same-center net operating income (NOI) was $125.7 million, as compared to $119.3 million in same-center NOI for the full year 2015, representing a 5.3% increase. The full year comparative same-center NOI includes all of the properties owned by ROIC as of January 1, 2015, totaling 61 shopping centers. For the fourth quarter of 2016, same-center NOI was $35.8 million, as compared to $33.9 million in same-center NOI for the fourth quarter of 2015, representing a 5.5% increase. The fourth quarter comparative same-center NOI includes all of the properties owned by ROIC as of October 1, 2015, totaling 68 shopping centers. ROIC reports same-center NOI on a cash basis. A reconciliation of GAAP operating income to same-center NOI is provided at the end of this press release.
For the full year 2016, ROIC executed 386 leases, totaling approximately 1.3 million square feet, achieving an 18.3% increase in same-space comparative base rent, including 168 new leases, totaling 585,414 square feet, achieving a 29.3% increase in same-space comparative base rent, and 218 renewed leases, totaling 763,069 square feet, achieving a 12.2% increase in base rent. During the fourth quarter of 2016, ROIC executed 107 leases, totaling 446,661 square feet, achieving a 24.3% increase in same-space comparative base rent, including 49 new leases, totaling 240,542 square feet, achieving a 33.1% increase in same-space comparative base rent, and 58 renewed leases, totaling 206,119 square feet, achieving a 16.7% increase in base rent. ROIC reports same-space comparative base rent on a cash basis.
CAPITAL MARKETS SUMMARY
During 2016, ROIC raised a total of $424.1 million in capital. In March 2016, ROIC issued $46.1 million of ROIC common equity in the form of operating partnership units in connection with shopping center acquisitions. Additionally, in 2016 ROIC issued approximately 2.2 million shares of common stock through its ATM program, raising $45.0 million in net proceeds. Furthermore, in July 2016, ROIC issued approximately 6.6 million shares of common stock through an underwritten public offering, raising $133.0 million in net proceeds. In September 2016, ROIC sold, through a direct private placement, $200 million principal amount of 3.95% senior unsecured notes due 2026.
CASH DIVIDEND
On December 29, 2016, ROIC distributed an $0.18 per share cash dividend. On February 22, 2017, ROIC’s board of directors declared a cash dividend of $0.1875 per share, payable on March 30, 2017 to stockholders of record on March 16, 2017. The $0.1875 per share dividend represents a 4.2% increase as compared to ROIC’s previous dividend.



2017 FFO GUIDANCE
ROIC currently estimates that FFO for the full year 2017 will be within the range of $1.10 to $1.14 per diluted share, and net income to be within the range of $0.38 to $0.40 per diluted share. The following table provides a reconciliation of GAAP net income to FFO.

 
Year Ended December 31, 2017
 
Low End
 
High End
GAAP net income applicable to stockholders
$
47,400

 
$
49,124

Plus: Depreciation and amortization
89,000

 
92,266

Funds From Operations (FFO) applicable to common stockholders
$
136,400

 
$
141,390

 
 
 
 
Diluted Shares
124,000

 
124,000

 
 
 
 
Earnings per share (diluted)
$
0.38

 
$
0.40

FFO per share (diluted)
$
1.10

 
$
1.14


ROIC’s estimates are based on numerous underlying assumptions. ROIC’s management will discuss the company’s guidance and underlying assumptions on its February 23, 2017 conference call. ROIC’s guidance is a forward-looking statement and is subject to risks and other factors described elsewhere in this press release.
CONFERENCE CALL
ROIC will conduct a conference call and audio webcast to discuss its results on Thursday, February 23, 2017 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: 47933196. 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 23, 2017 and will be available until 11:59 p.m. Eastern Time on March 2, 2017. To access the conference call recording, dial (855) 859-2056 (domestic) or (404) 537-3406 (international) and use the Conference ID: 47933196. 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, 2016, ROIC owned 81 shopping centers encompassing approximately 9.4 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 and Standard & Poor's.  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 within 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.




Contact:
Ashley Rubino, Investor Relations
858-255-4913
arubino@roireit.net





RETAIL OPPORTUNITY INVESTMENTS CORP.
Consolidated Balance Sheets
(In thousands, except share data)
 
December 31,
 
2016
 
2015
ASSETS
 

 
 

Real Estate Investments:
 

 
 

Land
$
766,199

 
$
669,307

Building and improvements
1,920,819

 
1,627,310

 
2,687,018

 
2,296,617

Less:  accumulated depreciation
193,021

 
134,311

Real Estate Investments, net
2,493,997

 
2,162,306

Cash and cash equivalents
13,125

 
8,844

Restricted cash
125

 
227

Tenant and other receivables, net
35,820

 
28,652

Deposits

 
500

Acquired lease intangible assets, net
79,205

 
66,942

Prepaid expenses
3,317

 
1,953

Deferred charges, net
34,753

 
30,129

Other
2,627

 
1,895

Total assets
$
2,662,969

 
$
2,301,448

 
 
 
 
LIABILITIES AND EQUITY
 

 
 

Liabilities:
 

 
 

Term loan
$
299,191

 
$
298,802

Credit facility
95,654

 
132,028

Senior Notes Due 2026
199,727

 

Senior Notes Due 2024
245,354

 
244,833

Senior Notes Due 2023
245,051

 
244,426

Mortgage notes payable
71,303

 
62,156

Acquired lease intangible liabilities, net
154,958

 
124,861

Accounts payable and accrued expenses
18,294

 
13,205

Tenants’ security deposits
5,950

 
5,085

Other liabilities
11,922

 
11,036

Total liabilities
1,347,404

 
1,136,432

 
 
 
 
Commitments and contingencies


 


 
 
 
 
Non-controlling interests – redeemable OP Units

 
33,674

 
 
 
 
Equity:
 

 
 

Preferred stock, $.0001 par value 50,000,000 shares authorized; none issued and outstanding

 

Common stock, $.0001 par value 500,000,000 shares authorized; and 109,301,762 and 99,531,034 shares issued and outstanding at December 31, 2016 and 2015, respectively
11

 
10

Additional paid-in capital
1,357,910

 
1,166,395

Dividends in excess of earnings
(165,951
)
 
(122,991
)
Accumulated other comprehensive loss
(3,729
)
 
(6,743
)
Total Retail Opportunity Investments Corp. stockholders’ equity
1,188,241

 
1,036,671

Non-controlling interests
127,324

 
94,671

Total equity
1,315,565

 
1,131,342

Total liabilities and equity
$
2,662,969

 
$
2,301,448

 
 
 
 





RETAIL OPPORTUNITY INVESTMENTS CORP.
Consolidated Statements of Operations
(In thousands, except per share data)
 
Three Months Ended December 31,
 
Year Ended December 31,
 
2016
 
2015
 
2016
 
2015
Revenues
 

 
 

 
 

 
 

Base rents
$
48,401

 
$
39,738

 
$
183,330

 
$
148,622

Recoveries from tenants
13,812

 
10,753

 
51,454

 
40,562

Other income
857

 
794

 
2,405

 
3,515

Total revenues
63,070

 
51,285

 
237,189

 
192,699

 
 
 
 
 
 
 
 
Operating expenses
 

 
 

 
 

 
 

Property operating
8,440

 
7,411

 
32,201

 
28,475

Property taxes
6,756

 
5,339

 
25,058

 
19,690

Depreciation and amortization
22,503

 
18,390

 
88,359

 
70,957

General and administrative expenses
3,065

 
3,263

 
13,120

 
12,650

Acquisition transaction costs
211

 
458

 
824

 
965

Other expense
95

 
120

 
456

 
627

Total operating expenses
41,070

 
34,981

 
160,018

 
133,364

 
 
 
 
 
 
 
 
Operating income
22,000

 
16,304

 
77,171

 
59,335

 
 
 
 
 
 
 
 
Non-operating expenses
 

 
 

 
 

 
 

Interest expense and other finance expenses
(11,348
)
 
(8,836
)
 
(40,741
)
 
(34,243
)
Net income
10,652

 
7,468

 
36,430

 
25,092

Net income attributable to non-controlling interests
(1,031
)
 
(547
)
 
(3,676
)
 
(1,228
)
Net Income Attributable to Retail Opportunity Investments Corp.
$
9,621

 
$
6,921

 
$
32,754

 
$
23,864

 
 
 
 
 
 
 
 
Earnings per share  basic and diluted
$
0.09

 
$
0.07

 
$
0.31

 
$
0.25

 
 
 
 
 
 
 
 
Dividends per common share
$
0.18

 
$
0.17

 
$
0.72

 
$
0.68

 
 
 
 
 
 
 
 






CALCULATION OF FUNDS FROM OPERATIONS
(Unaudited)
(In thousands)
 
Three Months Ended December 31,
 
Year Ended December 31,
 
2016
 
2015
 
2016
 
2015
Net income attributable to ROIC
$
9,621

 
$
6,921

 
$
32,754

 
$
23,864

Plus:  Depreciation and amortization
22,503

 
18,390

 
88,359

 
70,957

Funds from operations – basic
32,124

 
25,311

 
121,113

 
94,821

Net income attributable to non-controlling interests
1,031

 
547

 
3,676

 
1,228

Funds from operations – diluted
$
33,155

 
$
25,858

 
$
124,789

 
$
96,049

 
 
 
 
 
 
 
 

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,
 
 
2016
 
2015
 
$ Change
 
% Change
 
2016
 
2015
 
$ Change
 
% Change
Number of shopping centers included in same-center analysis
68

 
68

 
 
 
 
 
61

 
61

 
 
 
 
Same-center occupancy
97.4
%
 
97.3
%
 
 
 
0.1
 %
 
97.3
%
 
97.2
%
 
 
 
0.1
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Base rents
$
35,993

 
$
34,883

 
$
1,110

 
3.2
 %
 
$
128,703

 
$
123,998

 
$
4,705

 
3.8
 %
 
Percentage rent
975

 
755

 
220

 
29.1
 %
 
1,423

 
1,096

 
327

 
29.8
 %
 
Recoveries from tenants
11,506

 
10,679

 
827

 
7.7
 %
 
41,107

 
38,188

 
2,919

 
7.6
 %
 
Other property income
321

 
477

 
(156
)
 
(32.7
)%
 
1,273

 
1,253

 
20

 
1.6
 %
Total Revenues
48,795

 
46,794

 
2,001

 
4.3
 %
 
172,506

 
164,535

 
7,971

 
4.8
 %
Operating Expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property operating expenses
$
7,612

 
$
7,384

 
$
228

 
3.1
 %
 
$
26,983

 
$
25,833

 
$
1,150

 
4.5
 %
 
Bad debt expense
138

 
227

 
(89
)
 
(39.2
)%
 
972

 
1,128

 
(156
)
 
(13.8
)%
 
Property taxes
5,282

 
5,293

 
(11
)
 
(0.2
)%
 
18,893

 
18,264

 
629

 
3.4
 %
Total Operating Expenses
13,032

 
12,904

 
128

 
1.0
 %
 
46,848

 
45,225

 
1,623

 
3.6
 %
Same-Center Cash Net Operating Income
$
35,763

 
$
33,890

 
$
1,873

 
5.5
 %
 
$
125,658

 
$
119,310

 
$
6,348

 
5.3
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 





SAME-CENTER CASH NET OPERATING INCOME RECONCILIATION
(Unaudited)
(In thousands)
 
Three Months Ended December 31,
 
Year Ended December 31,
 
2016
 
2015
 
2016
 
2015
Same-center cash NOI
$
35,763

 
$
33,890

 
$
125,658

 
$
119,310

Adjustments
 
 
 
 
 
 
 
Depreciation and amortization
(22,503
)
 
(18,390
)
 
(88,359
)
 
(70,957
)
General and administrative expenses
(3,065
)
 
(3,263
)
 
(13,120
)
 
(12,650
)
Acquisition transaction costs
(211
)
 
(458
)
 
(824
)
 
(965
)
Other expense
(95
)
 
(120
)
 
(456
)
 
(627
)
Property revenues and expenses (1)
4,117

 
3,530

 
18,775

 
16,223

Non same-center cash NOI
7,994

 
1,115

 
35,497

 
9,001

GAAP operating income
$
22,000

 
$
16,304

 
$
77,171

 
$
59,335

 
 
 
 
 
 
 
 
_____________________
(1)
Includes straight-line rents, amortization of above and below-market lease intangibles, anchor lease termination fees, net of contractual amounts, and expense and recovery adjustments related to prior periods.

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.

roicsupplementaldisclosu
Retail Opportunity Investments Corp. 8905 Towne Centre Drive, Suite 108 San Diego, CA 92122 www.roireit.net


 
- 2 - 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, 2016, ROIC owned 81 shopping centers encompassing approximately 9.4 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 and Standard & Poor's. 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. Supplemental Disclosure Quarter Ended December 31, 2016 Overview


 
- 3 - Page Balance Sheets……..……………………………………………………………..………………………………………………… 4 Income Statements .…………………………………………………………………………………..……..…………...………… 5 Funds From Operations …………………………………………………………………………………………………………… 6 Summary of Debt Outstanding .……………………………………………..……………………………………………………… 7 Selected Financial Analysis .……………………………………………………………………………………………………… 9 2016 Property Acquisitions ………………………….………………………...………………………………………………… 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 Investor Information …………………………………………………………..…………………………………………………… 19 Financial Data Portfolio Data Supplemental Disclosure Quarter Ended December 31, 2016 Table of Contents


 
- 4 - (dollars in thousands, except par values and share amounts) 12/31/16 12/31/15 ASSETS: Real Estate Investments: Land 766,199$ 669,307$ Building and improvements 1,920,819 1,627,310 Less: accumulated depreciation (193,021) (134,311) Real Estate Investments, net 2,493,997 2,162,306 Cash and cash equivalents 13,125 8,844 Restricted cash 125 227 Tenant and other receivables, net 35,820 28,652 Deposits - 500 Acquired lease intangible assets, net of accumulated amortization 79,205 66,942 Prepaid expenses 3,317 1,953 Deferred charges, net of accumulated amortization 34,753 30,129 Other 2,627 1,895 TOTAL ASSETS 2,662,969$ 2,301,448$ LIABILITIES: Term loan 299,191$ 298,802$ Credit facility 95,654 132,028 Senior Notes Due 2026 199,727 - Senior Notes Due 2024 245,354 244,833 Senior Notes Due 2023 245,051 244,426 Mortgage notes payable 71,303 62,156 Acquired lease intangibles liabilities, net of accumulated amortization 154,958 124,861 Accounts payable and accrued expenses 18,294 13,205 Tenants' security deposits 5,950 5,085 Other liabilities 11,922 11,036 TOTAL LIABILITIES 1,347,404 1,136,432 Non-controlling interests - redeemable OP Units - 33,674 EQUITY: Common stock, $.0001 par value 500,000,000 shares authorized 11 10 Additional paid-in-capital 1,357,910 1,166,395 Dividends in excess of earnings (165,951) (122,991) Accumulated other comprehensive loss (3,729) (6,743) Total Retail Opportunity Investments Corp. stockholders' equity 1,188,241 1,036,671 Non-controlling interests 127,324 94,671 TOTAL EQUITY 1,315,565 1,131,342 TOTAL LIABILITIES AND EQUITY 2,662,969$ 2,301,448$ The Company's Form 10-Q for the quarters ended September 30, 2016, June 30, 2016 and March 31, 2016, and Form 10-K for the years ended December 31, 2016 and 2015 should be read in conjunction with the above information. Supplemental Disclosure Quarter Ended December 31, 2016 Balance Sheets


 
- 5 - (in thousands, except per share amounts) 3 Months Ended (Unaudited) 12 Months Ended 12/31/16 12/31/15 12/31/16 12/31/15 REVENUES: Base rents 48,401$ 39,738$ 183,330$ 148,622$ Recoveries from tenants 13,812 10,753 51,454 40,562 Other income 857 794 2,405 3,515 TOTAL REVENUES 63,070 51,285 237,189 192,699 OPERATING EXPENSES: Property operating 8,440$ 7,411$ 32,201$ 28,475$ Property taxes 6,756 5,339 25,058 19,690 Depreciation and amortization 22,503 18,390 88,359 70,957 General and administrative expenses 3,065 3,263 13,120 12,650 Acquisition transaction costs 211 458 824 965 Other expense 95 120 456 627 TOTAL OPERATING EXPENSES 41,070 34,981 160,018 133,364 OPERATING INCOME 22,000 16,304 77,171 59,335 NON-OPERATING EXPENSES: Interest expense and other finance expenses (11,348) (8,836) (40,741) (34,243) TOTAL NON-OPERATING EXPENSES (11,348) (8,836) (40,741) (34,243) NET INCOME 10,652$ 7,468$ 36,430$ 25,092$ NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS (1,031) (547) (3,676) (1,228) NET INCOME ATTRIBUTABLE TO RETAIL OPPORTUNITY INVESTMENTS CORP. 9,621$ 6,921$ 32,754$ 23,864$ NET INCOME PER COMMON SHARE - BASIC 0.09$ 0.07$ 0.31$ 0.25$ NET INCOME PER COMMON SHARE - DILUTED 0.09$ 0.07$ 0.31$ 0.25$ Weighted average common shares outstanding - basic 108,872 99,131 104,072 95,652 Weighted average common shares outstanding - diluted 120,791 104,290 116,040 100,018 The Company's Form 10-Q for the quarters ended September 30, 2016, June 30, 2016 and March 31, 2016, and Form 10-K for the years ended December 31, 2016 and 2015 should be read in conjunction with the above information. Supplemental Disclosure Quarter Ended December 31, 2016 Income Statements


 
- 6 - (in thousands, except per share amounts) 3 Months Ended (Unaudited) 12 Months Ended 12/31/16 12/31/15 12/31/16 12/31/15 Funds from Operations (FFO) (1) : Net income attributable to ROIC common stockholders 9,621$ 6,921$ 32,754$ 23,864$ Plus: Depreciation and amortization expense 22,503 18,390 88,359 70,957 FUNDS FROM OPERATIONS - BASIC 32,124$ 25,311$ 121,113$ 94,821$ Net income attributable to non-controlling interests 1,031 547 3,676 1,228 FUNDS FROM OPERATIONS - DILUTED 33,155$ 25,858$ 124,789$ 96,049$ FUNDS FROM OPERATIONS PER SHARE - BASIC 0.30$ 0.26$ 1.16$ 0.99$ FUNDS FROM OPERATIONS PER SHARE - DILUTED 0.27$ 0.25$ 1.08$ 0.96$ Weighted average common shares outstanding - basic 108,872 99,131 104,072 95,652 Weighted average common shares outstanding - diluted 120,791 104,290 116,040 100,018 Common dividends per share 0.18$ 0.17$ 0.72$ 0.68$ FFO Payout Ratio 66.7% 68.0% 66.7% 70.8% 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. Supplemental Disclosure Quarter Ended December 31, 2016 Funds From Operations


 
- 7 - (unaudited, dollars in thousands) Outstanding GAAP Maturity Percent of Balance Interest Rate Interest Rate Date Total Indebtedness Fixed Rate Debt Mortgage Debt: Bernardo Heights Plaza 8,216$ 5.70% 3.30% 07/11/17 0.7% Santa Teresa Village 10,383 6.20% 3.26% 02/01/18 0.9% Magnolia Shopping Center 9,135 5.50% 3.86% 10/01/18 0.8% Casitas Plaza Shopping Center 7,449 5.32% 4.20% 06/01/22 0.6% Diamond Hills Plaza 35,500 3.55% 3.61% 10/01/25 3.0% Net unamortized premiums on mortgages 1,037 Net unamortized deferred financing charges (417) Total Mortgage Debt 71,303$ 4.6% 3.6% 5.4 Years (WA) 6.0% Unsecured Senior Notes: Senior Notes Due 2023 250,000$ 5.00% 5.21% 12/15/23 21.4% Net unamortized discount on notes (3,119) Net unamortized deferred financing charges (1,830) Senior Notes Due 2023, net 245,051 Senior Notes Due 2024 250,000 4.00% 4.21% 12/15/24 21.4% Net unamortized discount on notes (2,891) Net unamortized deferred financing charges (1,755) Senior Notes Due 2024, net 245,354 Senior Notes Due 2026 200,000 3.95% 3.95% 09/22/26 17.1% Net unamortized deferred financing charges (273) Senior Notes Due 2026, net 199,727 Total Unsecured Senior Notes 690,132$ 4.34% 4.49% 8.1 Years (WA) 59.9% Interest rate swaps 100,000 1.96% 1.96% 1/31/2019 8.6% Total Fixed Rate Debt 861,435$ 4.09% 4.13% 7.2 Years (WA) 74.5% Variable Rate Debt Credit Facility 98,000$ 1.72% 1.72% 01/31/19 8.4% Net unamortized deferred financing charges (2,346) Credit Facility, net 95,654 Term Loan 300,000 1.71% 1.71% 01/31/19 25.7% Net unamortized deferred financing charges (809) Term Loan, net 299,191 Interest rate swaps (100,000) (8.6)% Total Variable Rate Debt 294,845$ 1.71% 1.71% 2.1 Years (WA) 25.5% TOTAL DEBT 1,156,280$ 3.63% 3.66% 6.1 Years (WA) 100.0% Net unamortized premiums on mortgages (1,037) Net unamortized discount on notes 6,010 Net unamortized deferred financing charges 7,430 Total Principal Debt 1,168,683$ (1) Does not include extension options available to ROIC. Supplemental Disclosure Quarter Ended December 31, 2016 Summary of Debt Outstanding (1) (1)


 
- 8 - (unaudited, dollars in thousands) Summary of Principal Maturities Senior Total Principal Percentage of Credit Facility Term Loan Unsecured Notes Payments Debt Maturing 8,099$ -$ -$ -$ 8,788$ 0.8% 18,900 - - - 19,236 1.6% - 98,000 300,000 - 398,157 34.1% - - - - 166 0.0% - - - - 282 0.0% 6,585 - - - 7,323 0.6% - - - 250,000 250,686 21.5% - - - 250,000 250,708 21.5% 32,787 - - - 33,337 2.9% - - - 200,000 200,000 17.0% 66,371$ 98,000$ 300,000$ 700,000$ 1,168,683$ 100.0% Summary of Unencumbered/Encumbered Properties Percentage GLA of GLA Unencumbered properties 8,841,801 94.5% Encumbered properties 516,163 5.5% 9,357,964 100.0% Summary of Unsecured Debt/Secured Debt Percentage of Total Principal Debt Unsecured principal debt 1,098,000$ 94.0% Secured principal debt 70,683 6.0% Total Principal Debt 1,168,683$ 100.0% (1) Does not include extension options available to ROIC. (2) Negligible percentage rounds down to zero. Amount 2017 689$ Mortgage Principal 2019 157 2020 166 2021 282 2022 738 2023 686 Year Amortization 2018 336 Mortgage Principal due at Maturity 81 2024 708 2025 550 2026 - 4,312$ Number of Properties 76 5 Supplemental Disclosure Quarter Ended December 31, 2016 Summary of Debt Outstanding, continued (1) (1) (2) (2)


 
- 9 - (unaudited, in thousands, except per share amounts) 12/31/16 09/30/16 06/30/16 03/31/16 12/31/15 Debt coverage ratios, three months ending: Interest coverage ratio (EBITDA/interest expense) 4.0x 4.2x 4.1x 4.2x 4.0x Debt service coverage (EBITDA/(interest expense + scheduled principal payments)) 3.9x 4.1x 4.0x 4.1x 3.9x Net principal debt (Total principal debt less cash & equivalents)/Annualized EBITDA 6.4x 6.4x 7.3x 6.5x 6.9x Debt/equity ratios, at period end: Total principal debt/total market capitalization 31.4% 29.0% 32.8% 31.8% 33.2% Total principal debt/total equity market capitalization 45.9% 40.8% 48.9% 46.6% 49.7% Total principal debt/total book assets 43.9% 41.7% 46.9% 44.0% 42.9% Total principal debt/undepreciated book value 40.9% 39.0% 44.1% 41.4% 40.6% Secured principal debt/undepreciated book value 2.4% 2.5% 2.6% 3.1% 2.6% Market capitalization calculations, at period end: Common shares outstanding 108,891 108,749 101,564 99,526 99,148 Operating partnership units (OP units) outstanding 11,668 11,810 12,180 12,274 12,196 Common stock price per share 21.13$ 21.96$ 21.67$ 20.12$ 17.90$ Total equity market capitalization 2,547,411$ 2,647,473$ 2,464,823$ 2,249,419$ 1,993,043$ Total principal debt 1,168,683 1,078,869 1,204,551 1,047,869 991,432 TOTAL MARKET CAPITALIZATION 3,716,094$ $3,726,342 $3,669,374 3,297,288$ 2,984,475$ Unsecured Senior Notes Financial Covenants: (2) Total debt to total assets not to exceed 60% 42.7% 40.7% 46.1% 43.3% 42.9% Total secured debt to total assets not to exceed 40% 2.6% 2.7% 2.8% 3.3% 2.7% Total unencumbered assets to total unsecured debt not to be less than 150% 234.3% 246.9% 216.6% 232.9% 237.6% Consolidated income available for debt service to interest expense not to be less than 1.5:1 4.1x 4.1x 4.0x 3.9x 3.8x (1) Commencing Q1 2016, calculations are measured using actual principal debt outstanding without adjustment for debt issuance costs, premiums or discounts. All prior periods are as historically reported. (2) Calculated in accordance with GAAP pursuant to underlying bond indentures. Supplemental Disclosure Quarter Ended December 31, 2016 Selected Financial Analysis (1)


 
- 10 - (dollars in thousands) Date Owned Shopping Centers Location Acquired Purchase Amount GLA 1Q 2016 Magnolia Shopping Center Santa Barbara, CA 03/10/16 39,154$ 116,360 Casitas Plaza Shopping Center Carpinteria, CA 03/10/16 24,866 97,407 Total 1Q 2016 64,020$ 213,767 2Q 2016 Bouquet Center Santa Clarita, CA 04/28/16 59,000$ 148,903 North Ranch Shopping Center Westlake Village, CA 06/01/16 122,800 146,625 Total 2Q 2016 181,800$ 295,528 3Q 2016 Monterey Center Monterey, CA 07/14/16 12,125$ 25,798 Rose City Center Portland, OR 09/15/16 12,750 60,680 Total 3Q 2016 24,875$ 86,478 4Q 2016 Trader Joe's at the Knolls Long Beach, CA 10/03/16 29,150$ 52,021 Bridle Trails Shopping Center Kirkland, WA 10/17/16 32,764 104,281 Total 4Q 2016 61,914$ 156,302 Total 2016 Acquisitions 332,609$ 752,075 Supplemental Disclosure Quarter Ended December 31, 2016 2016 Property Acquisitions


 
- 11 - (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% 1,773$ Grocery Outlet Supermarket, 99¢ Only Stores, Rite Aid Pharmacy Claremont Promenade * Claremont CA 09/23/10 92,297 97.5% 2,230 Super King Supermarket Gateway Village * Chino Hills CA 12/17/10 96,959 93.9% 2,714 Sprouts Market Seabridge Marketplace * Oxnard CA 05/31/12 93,630 100.0% 1,607 Safeway (Vons) Supermarket Glendora Shopping Center * Glendora CA 08/01/12 106,535 100.0% 1,287 Albertson's Supermarket Redondo Beach Plaza * Redondo Beach CA 12/28/12 110,509 100.0% 2,136 Safeway (Vons) Supermarket, Petco Diamond Bar Town Center * Diamond Bar CA 02/01/13 100,342 98.5% 2,183 Walmart Neighborhood Market, Crunch Fitness Diamond Hills Plaza * Diamond Bar CA 04/22/13 139,505 96.3% 3,399 H-Mart Supermarket, Rite Aid Pharmacy Plaza de la Cañada * La Cañada Flintridge CA 12/13/13 100,408 100.0% 2,443 Gelson's Supermarket, TJ Maxx, Rite Aid Pharmacy Fallbrook Shopping Center * Los Angeles CA 06/13/14 755,299 99.8% 12,114 Sprouts Market, Trader Joe's, Kroger (Ralph's) Supermarket (2), TJ Maxx Moorpark Town Center * Moorpark CA 12/03/14 133,547 100.0% 2,023 Kroger (Ralph's) Supermarket, CVS Pharmacy Ontario Plaza * Ontario CA 01/06/15 150,149 97.1% 2,053 El Super Supermarket, Rite Aid Pharmacy Park Oaks Shopping Center * Thousand Oaks CA 01/06/15 110,092 100.0% 2,734 Safeway (Vons) Supermarket, Dollar Tree Warner Plaza Woodland Hills CA 12/31/15 112,261 89.7% 4,169 Sprouts Market, Kroger (Ralph's) Supermarket (2), Rite Aid Pharmacy (2) Magnolia Shopping Center Santa Barbara CA 03/10/16 116,360 100.0% 2,236 Kroger (Ralph's) Supermarket Casitas Plaza Shopping Center Carpinteria CA 03/10/16 97,407 100.0% 1,526 Albertson's Supermarket, CVS Pharmacy Bouquet Center Santa Clarita CA 04/28/16 148,903 98.9% 3,366 Safeway (Vons) Supermarket, CVS Pharmacy, Ross Dress For Less North Ranch Shopping Center Westlake Village CA 06/01/16 146,625 98.7% 5,079 Kroger (Ralph's) Supermarket, Trader Joe's, Rite Aid Pharmacy, Petco Trader Joe's at the Knolls Long Beach CA 10/03/16 52,021 100.0% 1,292 Trader Joe's, Pet Food Express Los Angeles metro area total 2,757,911 98.7% 56,364$ Orange County metro area Santa Ana Downtown Plaza * Santa Ana CA 01/26/10 105,546 100.0% 2,187$ Kroger (Food 4 Less) Supermarket, Marshall's Sycamore Creek * Corona CA 09/30/10 74,198 100.0% 1,708 Safeway (Vons) Supermarket, CVS Pharmacy (2) Desert Springs Marketplace * Palm Desert CA 02/17/11 109,806 100.0% 2,665 Kroger (Ralph's) Supermarket, Rite Aid Pharmacy Cypress Center West * Cypress CA 12/04/12 107,246 99.0% 1,940 Kroger (Ralph's) Supermarket, Rite Aid Pharmacy Harbor Place Center * Garden Grove CA 12/28/12 119,821 100.0% 1,617 AA Supermarket, Ross Dress For Less Five Points Plaza * Huntington Beach CA 09/27/13 160,536 98.3% 4,152 Trader Joe's, Pier 1 Peninsula Marketplace * Huntington Beach CA 10/15/13 95,416 100.0% 2,436 Kroger (Ralph's) Supermarket, Planet Fitness Mission Foothill Marketplace * Mission Viejo CA 12/04/14 110,678 92.3% 1,705 Safeway (Vons) Supermarket (3), CVS Pharmacy Orange Country metro area total 883,247 98.6% 18,410$ San Diego metro area Marketplace Del Rio * Oceanside CA 01/03/11 177,142 85.3% 2,906$ Stater Brothers Supermarket, Walgreens Renaissance Towne Centre * San Diego CA 08/03/11 53,074 100.0% 2,406 CVS Pharmacy Euclid Plaza * San Diego CA 03/29/12 77,044 100.0% 1,460 Vallarta Supermarket, Walgreens Bay Plaza * San Diego CA 10/05/12 73,324 93.8% 1,800 Seafood City Supermarket Bernardo Heights Plaza * Rancho Bernardo CA 02/06/13 37,729 100.0% 942 Sprouts Market Hawthorne Crossings * San Diego CA 06/27/13 141,288 100.0% 3,234 Mitsuwa Supermarket, Ross Dress For Less, Staples Creekside Plaza * Poway CA 02/28/14 128,852 100.0% 2,721 Stater Brothers Supermarket, DigiPlex Theatre San Diego metro area total 688,453 95.6% 15,469$ Southern California Totals 4,329,611 98.2% 90,243$ (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. (3) This tenant is not in possession of the space but has an ongoing financial obligation to ROIC. *Denotes properties in same center pool for 4Q 2016. Supplemental Disclosure Quarter Ended December 31, 2016 Property Portfolio


 
- 12 - (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$ Buy Buy Baby, Total Wine and More, Basset Furniture Pinole Vista Shopping Center * Pinole CA 01/06/11 223,502 91.3% 2,658 SaveMart (Lucky) Supermarket, Kmart Country Club Gate Center * Pacific Grove CA 07/08/11 109,331 94.1% 1,979 SaveMart (Lucky) Supermarket, Rite Aid Pharmacy Marlin Cove Shopping Center * Foster City CA 05/04/12 73,280 96.8% 2,130 99 Ranch Market The Village at Novato * Novato CA 07/24/12 20,081 100.0% 521 Trader Joe's, Pharmaca Pharmacy Santa Teresa Village * San Jose CA 11/08/12 125,162 91.1% 2,343 Raleys (Nob Hill) Supermarket, Dollar Tree Granada Shopping Center * Livermore CA 06/27/13 69,325 100.0% 1,225 SaveMart (Lucky) Supermarket Country Club Village * San Ramon CA 11/26/13 111,093 100.0% 2,086 Walmart Neighborhood Market, CVS Pharmacy North Park Plaza * San Jose CA 04/30/14 76,697 100.0% 2,236 H-Mart Supermarket Winston Manor * South San Francisco CA 01/07/15 49,852 96.8% 1,255 Grocery Outlet Supermarket Jackson Square * Hayward CA 07/01/15 114,220 100.0% 2,119 Safeway Supermarket, CVS Pharmacy, 24 Hour Fitness Gateway Centre * San Ramon CA 09/01/15 112,640 96.5% 2,539 SaveMart (Lucky) Supermarket, Walgreens Iron Horse Plaza Danville CA 12/04/15 61,860 96.3% 2,115 Lunardi's Market Monterey Center Monterey CA 07/14/16 25,798 100.0% 1,064 Trader Joe's, Pharmaca Pharmacy San Francisco metro area total 1,242,556 96.2% 25,741$ Sacramento metro area Norwood Shopping Center * Sacramento CA 04/06/10 85,623 95.2% 1,284$ Viva Supermarket, Rite Aid Pharmacy, Citi Trends Mills Shopping Center * Rancho Cordova CA 02/17/11 235,314 86.5% 2,360 Viva Supermarket, Ross Dress For Less (dd's Discounts), Dollar Tree Morada Ranch * Stockton CA 05/16/11 101,842 99.4% 2,254 Raleys Supermarket Round Hill Square Shopping Center * Zephyr Cove NV 09/21/11 115,984 98.0% 1,926 Safeway Supermarket, Dollar Tree, US Postal Service Green Valley Station * Cameron Park CA 06/15/12 52,245 92.2% 913 CVS Pharmacy Sacramento metro area total 591,008 92.7% 8,737$ Northern California Totals 1,833,564 95.1% 34,478$ (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 2016. Supplemental Disclosure Quarter Ended December 31, 2016 Property Portfolio, continued


 
- 13 - (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 96.9% 611$ Kroger (QFC) Supermarket The Market at Lake Stevens * Lake Stevens WA 03/11/10 74,130 100.0% 1,454 Albertson's (Haggen) Supermarket Canyon Park Shopping Center * Bothell WA 07/29/11 123,592 100.0% 2,339 PCC Natural Markets, Rite Aid Pharmacy, Petco Hawks Prairie Shopping Center * Lacey WA 09/09/11 154,781 94.2% 1,635 Safeway Supermarket, Dollar Tree, Big Lots The Kress Building * Seattle WA 09/30/11 74,616 100.0% 1,808 IGA Supermarket, TJMaxx Gateway Shopping Center * Marysville WA 02/16/12 104,298 87.4% 2,312 WinCo Foods (2), Rite Aid Pharmacy, Ross Dress For Less Aurora Square * Shoreline WA 05/02/12 38,030 100.0% 336 Central Supermarket Canyon Crossing * Puyallup WA 04/15/13 120,508 96.9% 2,536 Safeway Supermarket Crossroads Shopping Center * Bellevue WA 2010/2013 463,846 99.6% 10,198 Kroger (QFC) Supermarket, Bed Bath & Beyond, Dick's Sporting Goods Aurora Square II * Shoreline WA 05/22/14 65,680 100.0% 1,072 Marshall's, Pier 1 Imports Bellevue Marketplace Bellevue WA 12/10/15 113,758 100.0% 2,782 Asian Food Center Four Corner Square Maple Valley WA 12/21/15 119,560 100.0% 2,511 Grocery Outlet Supermarket, Walgreens, Johnsons Home & Garden Bridle Trails Shopping Center Kirkland WA 10/17/16 104,281 100.0% 1,744 Unified (Red Apple) Supermarket, Bartell Drugs Seattle metro area total 1,608,677 98.2% 31,338$ Portland metro area Vancouver Market Center * Vancouver WA 06/17/10 118,385 77.6% 1,102$ Skyzone Happy Valley Town Center * Happy Valley OR 07/14/10 138,662 100.0% 3,342 New Seasons Supermarket Wilsonville Old Town Square * Wilsonville OR 2010/2012 49,937 100.0% 1,781 Kroger (Fred Meyer) Supermarket (2) Cascade Summit Town Square * West Linn OR 08/20/10 94,934 98.9% 1,625 Safeway Supermarket Heritage Market Center * Vancouver WA 09/23/10 107,468 100.0% 1,713 Safeway Supermarket, Dollar Tree Division Crossing * Portland OR 12/22/10 103,561 100.0% 1,199 Rite Aid Pharmacy, Ross Dress For Less, Ace Hardware Halsey Crossing * Gresham OR 12/22/10 99,414 100.0% 1,352 24 Hour Fitness, Dollar Tree Hillsboro Market Center * Hillsboro OR 11/23/11 156,021 100.0% 2,415 Albertson's Supermarket, Dollar Tree, Marshall's Robinwood Shopping Center * West Linn OR 08/23/13 70,831 98.3% 962 Walmart Neighborhood Market Tigard Marketplace * Tigard OR 02/18/14 136,889 100.0% 1,935 H-Mart Supermarket, Bi-Mart Pharmacy Wilsonville Town Center * Wilsonville OR 12/11/14 167,829 99.0% 2,613 Safeway Supermarket, Rite Aid Pharmacy, Dollar Tree Tigard Promenade * Tigard OR 07/28/15 88,043 100.0% 1,439 Safeway Supermarket Sunnyside Village Square * Happy Valley OR 07/28/15 84,870 100.0% 1,428 Grocery Outlet Supermarket, 24 Hour Fitness, Ace Hardware Johnson Creek Center Happy Valley OR 11/09/15 108,588 100.0% 2,173 Trader Joe's, Walgreens, Sportsman's Warehouse Rose City Center Portland OR 09/15/16 60,680 100.0% 671 Safeway Supermarket Portland metro area total 1,586,112 98.1% 25,750$ Pacific Northwest Totals 3,194,789 98.1% 57,088$ TOTAL SHOPPING CENTERS 9,357,964 97.6% 181,809$ (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 2016. Supplemental Disclosure Quarter Ended December 31, 2016 Property Portfolio, continued


 
- 14 - (unaudited, dollars in thousands) 3 Months Ended 12 Months Ended 12/31/16 12/31/15 $ Change % Change 12/31/16 12/31/15 $ Change % Change Number of shopping centers included in same-center analysis (1) 68 68 61 61 Same-center occupancy 97.4% 97.3% 0.1% 97.3% 97.2% 0.1% REVENUES: Base rents 35,993$ 34,883$ 1,110$ 3.2% 128,703$ 123,998$ 4,705$ 3.8% Percentage rent 975 755 220 29.1% 1,423 1,096 327 29.8% Recoveries from tenants 11,506 10,679 827 7.7% 41,107 38,188 2,919 7.6% Other property income 321 477 (156) (32.7)% 1,273 1,253 20 1.6% TOTAL REVENUES 48,795 46,794 2,001 4.3% 172,506 164,535 7,971 4.8% OPERATING EXPENSES: Property operating expenses 7,612$ 7,384$ 228$ 3.1% 26,983$ 25,833$ 1,150$ 4.5% Bad debt expense 138 227 (89) (39.2)% 972 1,128 (156) (13.8)% Property taxes 5,282 5,293 (11) (0.2)% 18,893 18,264 629 3.4% TOTAL OPERATING EXPENSES 13,032 12,904 128 1.0% 46,848 45,225 1,623 3.6% SAME-CENTER CASH NET OPERATING INCOME 35,763$ 33,890$ 1,873$ 5.5% 125,658$ 119,310$ 6,348$ 5.3% SAME-CENTER CASH NET OPERATING INCOME RECONCILIATION Same-center cash net operating income 35,763$ 33,890$ 125,658$ 119,310$ ADJUSTMENTS: Depreciation and amortization (22,503) (18,390) (88,359) (70,957) General and administrative expenses (3,065) (3,263) (13,120) (12,650) Acquisition transaction costs (211) (458) (824) (965) Other income (expense) (95) (120) (456) (627) Property revenues and expenses (2) 4,117 3,530 18,775 16,223 Non same-center cash NOI 7,994 1,115 35,497 9,001 GAAP OPERATING INCOME 22,000$ 16,304$ 77,171$ 59,335$ (1) Same centers are those properties which were owned for the entirety of the current and comparable prior year period. (2) Includes straight-line rents, amortization of above and below-market lease intangibles, anchor lease termination fees net of contractual amounts, and expense and recovery adjustments related to prior periods. Supplemental Disclosure Quarter Ended December 31, 2016 Same-Center Cash Net Operating Income Analysis


 
- 15 - (dollars in thousands) Percent Number of Leased of Total Percent of Tenant Leases GLA Leased GLA ABR Total ABR 1 Albertson's / Safeway Supermarkets 19 951,474 10.4% 11,180$ 6.1% 2 Kroger Supermarkets 9 368,461 4.0% 5,334 2.9% 3 Rite Aid Pharmacy 13 245,682 2.7% 3,123 1.7% 4 SaveMart Supermarkets 4 187,639 2.1% 2,813 1.5% 5 JP Morgan Chase 19 85,873 0.9% 2,655 1.5% 6 Marshall's / TJMaxx 6 178,645 2.0% 2,587 1.4% 7 Sprouts Markets 4 159,163 1.7% 2,568 1.4% 8 Ross Dress For Less / dd's Discounts 7 191,703 2.1% 2,558 1.4% 9 H-Mart Supermarkets 3 147,040 1.6% 2,383 1.3% 10 CVS Pharmacy 8 150,359 1.6% 2,194 1.2% Top 10 Tenants Total 92 2,666,039 29.1% 37,395$ 20.4% Other Tenants 1,716 6,460,259 70.9% 144,414 79.6% Total Portfolio 1,808 9,126,298 100.0% 181,809$ 100.0% Supplemental Disclosure Quarter Ended December 31, 2016 Top Ten Tenants


 
- 16 - (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. 2017 5 157,461 1.7% 1,602$ 1.2% 10.18$ 2018 18 526,557 5.8% 7,909 4.5% 15.02 2019 15 446,065 4.9% 7,303 4.0% 16.37 2020 14 482,573 5.3% 5,516 3.0% 11.43 2021 13 473,042 5.2% 5,039 2.8% 10.65 2022 15 433,635 4.8% 5,440 2.9% 12.55 2023 12 450,021 4.9% 7,086 3.9% 15.75 2024 5 246,034 2.7% 3,152 1.7% 12.81 2025 10 341,785 3.7% 4,919 2.7% 14.39 2026 11 356,257 3.9% 4,829 2.7% 13.55 2027+ 26 1,099,296 12.0% 16,532 8.6% 15.04 144 5,012,726 54.9% 69,327$ 38.0% 13.83$ 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. 2017 276 498,716 5.5% 14,004$ 8.6% 28.08$ 2018 260 567,801 6.2% 16,197 8.9% 28.53 2019 254 561,381 6.2% 14,746 8.1% 26.27 2020 228 522,902 5.7% 14,323 7.9% 27.39 2021 250 576,158 6.3% 16,389 8.9% 28.44 2022 133 428,301 4.7% 10,997 5.4% 25.68 2023 49 154,907 1.7% 4,405 2.4% 28.44 2024 59 183,293 2.0% 5,134 2.8% 28.01 2025 42 157,136 1.7% 3,751 2.1% 23.87 2026 54 171,157 1.9% 4,872 2.7% 28.47 2027+ 59 291,820 3.2% 7,664 4.2% 26.26 1,664 4,113,572 45.1% 112,482$ 62.0% 27.34$ All Tenants Number of Leased Percent of Total Percent of ABR Leases Expiring (2) GLA Total Leased GLA ABR Total ABR Per Sq. Ft. 2017 281 656,177 7.2% 15,606$ 9.8% 23.78$ 2018 278 1,094,358 12.0% 24,106 13.4% 22.03 2019 269 1,007,446 11.1% 22,049 12.1% 21.89 2020 242 1,005,475 11.0% 19,839 10.9% 19.73 2021 263 1,049,200 11.5% 21,428 11.7% 20.42 2022 148 861,936 9.5% 16,437 8.3% 19.07 2023 61 604,928 6.6% 11,491 6.3% 19.00 2024 64 429,327 4.7% 8,286 4.5% 19.30 2025 52 498,921 5.4% 8,670 4.8% 17.38 2026 65 527,414 5.8% 9,701 5.4% 18.39 2027+ 85 1,391,116 15.2% 24,196 12.8% 17.39 1,808 9,126,298 100.0% 181,809$ 100.0% 19.92$ (1) Anchor tenants are leases equal to or greater than 15,000 square feet. (2) Does not assume exercise of renewal options. Supplemental Disclosure Quarter Ended December 31, 2016 Lease Expiration Schedule


 
- 17 - New Leases Non-Anchor Anchor Total Non-Anchor Anchor Total Number of Leases 45 4 49 159 9 168 Gross Leasable Area (sq. ft.) 121,788 118,754 240,542 322,407 263,007 585,414 Initial Base Rent ($/sq. ft.) (1) 30.25$ 16.90$ 23.66$ 29.20$ 16.85$ 23.66$ Tenant Improvements ($/sq. ft.) 11.87$ 8.13$ 10.02$ 18.33$ 25.85$ 21.71$ Leasing Commissions ($/sq. ft.) 3.70$ 3.56$ 3.63$ 3.42$ 3.36$ 3.40$ Weighted Average Lease Term (Yrs.) (2) 8.7 11.3 10.0 7.2 11.7 9.2 Renewals Non-Anchor Anchor Total Non-Anchor Anchor Total Number of Leases 56 2 58 209 9 218 Gross Leasable Area (sq. ft.) 140,741 65,378 206,119 478,664 284,405 763,069 Initial Base Rent ($/sq. ft.) (1) 28.94$ 9.49$ 22.77$ 30.32$ 10.29$ 22.86$ Tenant Improvements ($/sq. ft.) 0.26$ -$ 0.18$ 1.37$ -$ 0.86$ Leasing Commissions ($/sq. ft.) 0.36$ -$ 0.25$ 0.14$ -$ 0.09$ Weighted Average Lease Term (Yrs.) (2) 4.8 7.1 5.5 4.7 5.3 4.9 Total Non-Anchor Anchor Total Non-Anchor Anchor Total Number of Leases 101 6 107 368 18 386 Gross Leasable Area (sq. ft.) 262,529 184,132 446,661 801,071 547,412 1,348,483 Initial Base Rent ($/sq. ft.) (1) 29.55$ 14.27$ 23.25$ 29.87$ 13.44$ 23.20$ Tenant Improvements ($/sq. ft.) 5.64$ 5.24$ 5.48$ 8.20$ 12.42$ 9.91$ Leasing Commissions ($/sq. ft.) 1.91$ 2.30$ 2.07$ 1.46$ 1.62$ 1.52$ Weighted Average Lease Term (Yrs.) (2) 6.6 9.8 7.9 5.7 8.4 6.7 (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, 2016 For the Twelve Months Ended December 31, 2016 Supplemental Disclosure Quarter Ended December 31, 2016 Leasing Summary


 
- 18 - New Leases Non-Anchor Anchor Total Non-Anchor Anchor Total Comparative # of Leases 27 4 31 97 9 106 Comparative GLA (sq. ft.) (1) 89,156 117,597 206,753 224,101 261,850 485,951 Prior Base Rent ($/sq. ft.) (2) 21.73$ 12.64$ 16.56$ 24.22$ 11.94$ 17.60$ Initial Base Rent ($/sq. ft.) 28.60$ 17.07$ 22.04$ 29.58$ 16.93$ 22.76$ Percentage Change in Base Rents 31.6% 35.0% 33.1% 22.1% 41.8% 29.3% Tenant Improvements ($/sq. ft.) 11.79$ 8.21$ 9.75$ 20.93$ 25.96$ 23.64$ Leasing Commissions ($/sq. ft.) 3.46$ 3.60$ 3.54$ 3.74$ 3.38$ 3.54$ Weighted Average Lease Term (Yrs.) (3) 9.3 11.4 10.5 7.8 11.8 9.9 Renewals Non-Anchor Anchor Total Non-Anchor Anchor Total Comparative # of Leases 56 2 58 209 9 218 Comparative GLA (sq. ft.) 140,741 65,378 206,119 478,664 284,405 763,069 Prior Base Rent ($/sq. ft.) (2) 25.48$ 6.64$ 19.50$ 26.93$ 9.32$ 20.37$ Initial Base Rent ($/sq. ft.) 28.94$ 9.49$ 22.77$ 30.32$ 10.29$ 22.86$ Percentage Change in Base Rents 13.6% 43.0% 16.7% 12.6% 10.4% 12.2% Tenant Improvements ($/sq. ft.) 0.26$ -$ 0.18$ 1.37$ -$ 0.86$ Leasing Commissions ($/sq. ft.) 0.36$ -$ 0.25$ 0.14$ -$ 0.09$ Weighted Average Lease Term (Yrs.) (3) 4.8 7.1 5.5 4.7 5.3 4.9 Total Non-Anchor Anchor Total Non-Anchor Anchor Total Comparative # of Leases 83 6 89 306 18 324 Comparative GLA (sq. ft.) (1) 229,897 182,975 412,872 702,765 546,255 1,249,020 Prior Base Rent ($/sq. ft.) (2) 24.03$ 10.49$ 18.03$ 26.07$ 10.57$ 19.29$ Initial Base Rent ($/sq. ft.) 28.81$ 14.36$ 22.40$ 30.09$ 13.47$ 22.82$ Percentage Change in Base Rents 19.9% 36.8% 24.3% 15.4% 27.4% 18.3% Tenant Improvements ($/sq. ft.) 4.73$ 5.28$ 4.97$ 7.61$ 12.45$ 9.72$ Leasing Commissions ($/sq. ft.) 1.56$ 2.31$ 1.90$ 1.29$ 1.62$ 1.43$ Weighted Average Lease Term (Yrs.) (3) 6.5 9.9 8.0 5.7 8.4 6.9 (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, 2016 For the Twelve Months Ended December 31, 2016 Supplemental Disclosure Quarter Ended December 31, 2016 Same-Space Comparative Leasing Summary


 
- 19 - Equity Research Coverage Baird Equity Research RJ Milligan 813.273.8252 Bank of America Merrill Lynch Craig Schmidt 646.855.3640 Bank of Montreal Paul Adornato 212.885.4170 BTIG Michael Gorman 212.738.6138 Canaccord Genuity Paul Morgan 415.325.4187 Capital One Securities, Inc. Chris Lucas 571.633.8151 Citi Michael Bilerman 212.816.1383 Christy McElroy 212.816.6981 D.A. Davidson & Co. James O. Lykins 503.603.3041 FBR & Co. Bryan Maher 646.885.5423 Green Street Daniel J. Busch 949.640.8780 Jay Carlington 949.640.8780 J.P. Morgan Michael W. Mueller 212.622.6689 Jefferies George Hoglund 212.284.2226 KeyBanc Capital Markets Todd Thomas 917.368.2286 Raymond James Paul Puryear 727.567.2253 Collin Mings 727.567.2585 RBC Capital Markets Michael Carroll 440.715.2649 Wells Fargo Jeff Donnelly 617.603.4262 Fixed Income Research Coverage J.P. Morgan Mark Streeter 212.834.5086 Ratings Agency Coverage Moody’s Investors Service Dilara Sukhov 212.553.1438 S&P Global Ratings Michael Souers 212.438.2508 Supplemental Disclosure Quarter Ended December 31, 2016 Investor Information Retail Opportunity Investments Corp. www.roireit.net NASDAQ: ROIC 8905 Towne Centre Drive, Suite 108 Transfer Agent: Constance Adams ComputerShare constance.adams@computershare.com Investor Relations: Ashley Bulot abulot@roireit.net 858.255.4913