UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 23, 2018
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.) |
11250 El Camino Real, Suite 200 San Diego, California | (858) 677-0900 (Registrants' Telephone Number, Including Area Code) | 92130 (Zip 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 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. [_]
Item 2.02. Results of Operations and Financial Condition.
On October 23, 2018, Retail Opportunity Investments Corp. (the "Company") issued an earnings release announcing its financial results for the quarter ended September 30, 2018. A copy of the earnings release is attached as Exhibit 99.1 hereto and incorporated herein by reference. On October 23, 2018, in connection with this earnings release, the Company posted certain supplemental information regarding the Company's operations for the quarter ended September 30, 2018 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.
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: October 23, 2018
By: | /s/ Michael B. Haines Name: Michael B. Haines Title: Chief Financial Officer |
RETAIL OPPORTUNITY INVESTMENTS
PARTNERSHIP, LP
PARTNERSHIP, LP
By: | RETAIL OPPORTUNITY INVESTMENTS GP, LLC, its general partner |
By: | /s/ Michael B. Haines Name: Michael B. Haines Title: Chief Financial Officer |
Retail Opportunity Investments Corp. TRADED: NASDAQ: ROIC
11250 El Camino Real, Suite 200
San Diego, CA 92130
FOR IMMEDIATE RELEASE
Tuesday October 23, 2018
Retail Opportunity Investments Corp. Reports
2018 Third Quarter Results
San Diego, CA, October 23, 2018 - Retail Opportunity Investments Corp. (NASDAQ:ROIC) announced today financial and operating results for the three and nine months ended September 30, 2018.
HIGHLIGHTS
▪$14.2 million of net income attributable to common stockholders ($0.12 per diluted share)
▪$35.1 million of Funds From Operations(1) ($0.28 per diluted share)
▪97.8% portfolio lease rate at September 30, 2018
▪17.1% increase in same-space comparative cash rents on new leases (8.6% on renewals)
▪2.5% increase in same-center cash net operating income (3Q’18 vs. 3Q’17)
▪$5.0 million redevelopment site acquired
▪$28.0 million shopping center disposition
▪$24.2 million of common equity raised through ATM program
▪$64.0 million debt reduction (9/30/18 vs. 6/30/18)
▪$0.1950 per share quarterly cash dividend paid
__________________________________
(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, “Demand for space across our portfolio remains robust and we continue to work hard at making the most of it. During the third quarter we increased our portfolio lease rate to a new record high for the company, and again achieved growth in same-center NOI and same-space releasing spreads.” Tanz added, “Along with advancing portfolio operations, we also strengthened our financial position, raising equity during the third quarter while retiring mortgage debt and reducing our credit line balance. We look forward to a solid finish to 2018.”
FINANCIAL SUMMARY
For the three months ended September 30, 2018, GAAP net income attributable to common stockholders was $14.2 million, or $0.12 per diluted share, as compared to GAAP net income attributable to common stockholders of $9.1 million, or $0.08 per diluted share, for the three months ended September 30, 2017. For the nine months ended September 30, 2018, GAAP net income attributable to common stockholders was $32.2 million, or $0.28 per diluted share, as compared to GAAP net income attributable to common stockholders of $27.6 million, or $0.25 per diluted share, for the nine months ended September 30, 2017.
FFO for the third quarter of 2018 was $35.1 million, or $0.28 per diluted share, as compared to $34.8 million in FFO, or $0.29 per diluted share for the third quarter of 2017. FFO for the first nine months of 2018 was $105.6 million, or $0.85 per diluted share, as compared to $101.9 million in FFO, or $0.84 per diluted share for the first nine months of 2017. 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 September 30, 2018, ROIC had a total market capitalization of approximately $3.8 billion with approximately $1.5 billion of principal debt outstanding, equating to a 38.8% debt-to-total market capitalization ratio. ROIC’s debt outstanding was comprised of $86.8 million of mortgage debt and approximately $1.4 billion of unsecured debt, including $137.0 million outstanding on its unsecured credit facility at September 30, 2018. For the third quarter of 2018, ROIC’s interest coverage was 3.3 times and 94.7% of its portfolio was unencumbered (based on gross leasable area) at September 30, 2018.
ACQUISITION & DISPOSITION SUMMARY
During the third quarter of 2018, ROIC acquired for $5.0 million a redevelopment site adjacent to an existing ROIC grocery-anchored shopping center located in Pinole, California, within the San Francisco metropolitan area. In addition, during the third quarter of 2018, ROIC sold Round Hill Square Shopping Center for $28.0 million, recognizing a gain on sale of $5.9 million.
PROPERTY OPERATIONS SUMMARY
At September 30, 2018, ROIC’s portfolio was 97.8% leased. For the third quarter of 2018, same-center net operating income (NOI) was $45.2 million, as compared to $44.1 million in same-center NOI for the third quarter of 2017, representing a 2.5% increase. The third quarter of 2018 same-center NOI included a $0.2 million one-time expense in connection with an anchor space recapture initiative. For the first nine months of 2018, same-center NOI was $128.1 million, as compared to $124.8 million of same-center NOI for the first nine months of 2017, representing a 2.6% increase. 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.
During the third quarter of 2018, ROIC executed 106 leases, totaling 442,651 square feet, including 48 new leases, totaling 138,733 square feet, achieving a 17.1% increase in same-space comparative base rent, and 58 renewed leases, totaling 303,918 square feet, achieving an 8.6% increase in base rent. ROIC reports same-space comparative base rent on a cash basis.
CAPITAL MARKETS SUMMARY
During the third quarter of 2018, ROIC issued approximately 1.25 million shares of common stock through its ATM program, raising $24.2 million in gross proceeds.
CASH DIVIDEND
On September 27, 2018, ROIC distributed a $0.1950 per share cash dividend. On October 23, 2018, ROIC’s board of directors declared a cash dividend of $0.1950 per share, payable on December 28, 2018 to stockholders of record on December 14, 2018.
2018 FFO GUIDANCE
ROIC currently estimates that FFO for the full year 2018 will be within the range of $1.13 to $1.15 per diluted share, and net income will be within the range of $0.36 to $0.37 per diluted share. The following table provides a reconciliation of GAAP net income to FFO (in thousands, except per share data).
Year Ended December 31, 2018 | |||||||
Low End | High End | ||||||
GAAP net income applicable to stockholders | $ | 40,722 | $ | 41,600 | |||
Plus: Depreciation and amortization | 101,873 | 103,401 | |||||
Less: Gain on sale of real estate | (5,890 | ) | (5,890 | ) | |||
Funds from operations (FFO) – basic | 136,705 | 139,111 | |||||
Net income attributable to non-controlling interests | 4,178 | 4,265 | |||||
Funds from operations (FFO) – diluted | $ | 140,883 | $ | 143,376 | |||
Diluted Shares | 124,675 | 124,675 | |||||
Earnings per share (diluted) | $ | 0.36 | $ | 0.37 | |||
FFO per share (diluted) | $ | 1.13 | $ | 1.15 | |||
ROIC’s estimates are based on numerous underlying assumptions. ROIC’s management will discuss the company’s guidance and underlying assumption on its October 24, 2018 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 Wednesday, October 24, 2018 at 9:00a.m. Eastern Time / 6:00 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: 7393596. 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 12:00 p.m. Eastern Time on October 24, 2018 and will be available until 12:00a.m. Eastern Time on October 31, 2018. To access the conference call recording, dial (855) 859-2056 (domestic) or (404) 537-3406 (international) and use the Conference ID: 7393596. 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 September 30, 2018, ROIC owned 91 shopping centers encompassing approximately 10.5 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 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)
September 30, 2018 (unaudited) | December 31, 2017 | ||||||
ASSETS | |||||||
Real Estate Investments: | |||||||
Land | $ | 894,148 | $ | 878,797 | |||
Building and improvements | 2,256,495 | 2,230,600 | |||||
3,150,643 | 3,109,397 | ||||||
Less: accumulated depreciation | 309,066 | 260,115 | |||||
Real Estate Investments, net | 2,841,577 | 2,849,282 | |||||
Cash and cash equivalents | 3,046 | 11,553 | |||||
Restricted cash | 1,611 | 5,412 | |||||
Tenant and other receivables, net | 45,243 | 43,257 | |||||
Deposits | — | 500 | |||||
Acquired lease intangible assets, net | 75,493 | 82,778 | |||||
Prepaid expenses | 1,244 | 2,853 | |||||
Deferred charges, net | 34,956 | 37,167 | |||||
Other | 11,365 | 6,396 | |||||
Total assets | $ | 3,014,535 | $ | 3,039,198 | |||
LIABILITIES AND EQUITY | |||||||
Liabilities: | |||||||
Term loan | $ | 299,014 | $ | 298,816 | |||
Credit facility | 134,474 | 140,329 | |||||
Senior Notes | 941,104 | 940,086 | |||||
Mortgage notes payable | 88,754 | 107,915 | |||||
Acquired lease intangible liabilities, net | 170,079 | 178,984 | |||||
Accounts payable and accrued expenses | 31,664 | 18,638 | |||||
Tenants’ security deposits | 7,054 | 6,771 | |||||
Other liabilities | 16,809 | 18,018 | |||||
Total liabilities | 1,688,952 | 1,709,557 | |||||
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; 113,984,835 and 112,347,451 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively | 11 | 11 | |||||
Additional paid-in capital | 1,439,548 | 1,412,590 | |||||
Dividends in excess of earnings | (244,690 | ) | (210,490 | ) | |||
Accumulated other comprehensive income | 7,980 | 1,856 | |||||
Total Retail Opportunity Investments Corp. stockholders’ equity | 1,202,849 | 1,203,967 | |||||
Non-controlling interests | 122,734 | 125,674 | |||||
Total equity | 1,325,583 | 1,329,641 | |||||
Total liabilities and equity | $ | 3,014,535 | $ | 3,039,198 | |||
RETAIL OPPORTUNITY INVESTMENTS CORP.
Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share data)
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Revenues | |||||||||||||||
Base rents | $ | 56,573 | $ | 52,871 | $ | 167,000 | $ | 154,878 | |||||||
Recoveries from tenants | 16,455 | 14,210 | 49,087 | 43,100 | |||||||||||
Other income | 876 | 885 | 4,553 | 2,528 | |||||||||||
Total revenues | 73,904 | 67,966 | 220,640 | 200,506 | |||||||||||
Operating expenses | |||||||||||||||
Property operating | 11,150 | 9,702 | 32,645 | 28,630 | |||||||||||
Property taxes | 8,255 | 7,086 | 23,988 | 21,801 | |||||||||||
Depreciation and amortization | 25,335 | 24,627 | 75,883 | 71,330 | |||||||||||
General and administrative expenses | 3,770 | 3,475 | 11,291 | 10,790 | |||||||||||
Acquisition transaction costs | — | — | — | 4 | |||||||||||
Other expense | 46 | 41 | 389 | 316 | |||||||||||
Total operating expenses | 48,556 | 44,931 | 144,196 | 132,871 | |||||||||||
Operating income | 25,348 | 23,035 | 76,444 | 67,635 | |||||||||||
Non-operating expenses | |||||||||||||||
Interest expense and other finance expenses | (15,591 | ) | (12,908 | ) | (46,761 | ) | (37,060 | ) | |||||||
Gain on sale of real estate | 5,890 | — | 5,890 | — | |||||||||||
Net income | 15,647 | 10,127 | 35,573 | 30,575 | |||||||||||
Net income attributable to non-controlling interests | (1,453 | ) | (978 | ) | (3,338 | ) | (2,947 | ) | |||||||
Net Income Attributable to Retail Opportunity Investments Corp. | $ | 14,194 | $ | 9,149 | $ | 32,235 | $ | 27,628 | |||||||
Earnings per share – basic and diluted | $ | 0.12 | $ | 0.08 | $ | 0.28 | $ | 0.25 | |||||||
Dividends per common share | $ | 0.1950 | $ | 0.1875 | $ | 0.5850 | $ | 0.5625 | |||||||
CALCULATION OF FUNDS FROM OPERATIONS
(Unaudited)
(In thousands)
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Net income attributable to ROIC | $ | 14,194 | $ | 9,149 | $ | 32,235 | $ | 27,628 | |||||||
Plus: Depreciation and amortization | 25,335 | 24,627 | 75,883 | 71,330 | |||||||||||
Less: Gain on sale of real estate | (5,890 | ) | — | (5,890 | ) | — | |||||||||
Funds from operations – basic | 33,639 | 33,776 | 102,228 | 98,958 | |||||||||||
Net income attributable to non-controlling interests | 1,453 | 978 | 3,338 | 2,947 | |||||||||||
Funds from operations – diluted | $ | 35,092 | $ | 34,754 | $ | 105,566 | $ | 101,905 | |||||||
SAME-CENTER CASH NET OPERATING INCOME ANALYSIS
(Unaudited)
(In thousands, except number of shopping centers and percentages)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||
2018 | 2017 | $ Change | % Change | 2018 | 2017 | $ Change | % Change | |||||||||||||||||||||||
Number of shopping centers included in same-center analysis | 83 | 83 | 78 | 78 | ||||||||||||||||||||||||||
Same-center occupancy | 97.8 | % | 97.3 | % | 0.5 | % | 97.8 | % | 97.4 | % | 0.4 | % | ||||||||||||||||||
Revenues: | ||||||||||||||||||||||||||||||
Base rents | $ | 47,283 | $ | 45,988 | $ | 1,295 | 2.8 | % | $ | 133,180 | $ | 129,496 | $ | 3,684 | 2.8 | % | ||||||||||||||
Percentage rent | 89 | 101 | (12 | ) | (11.9 | )% | 265 | 404 | (139 | ) | (34.4 | )% | ||||||||||||||||||
Recoveries from tenants | 15,309 | 13,894 | 1,415 | 10.2 | % | 42,952 | 40,993 | 1,959 | 4.8 | % | ||||||||||||||||||||
Other property income | 817 | 803 | 14 | 1.7 | % | 1,886 | 2,437 | (551 | ) | (22.6 | )% | |||||||||||||||||||
Total Revenues | 63,498 | 60,786 | 2,712 | 4.5 | % | 178,283 | 173,330 | 4,953 | 2.9 | % | ||||||||||||||||||||
Operating Expenses | ||||||||||||||||||||||||||||||
Property operating expenses | 10,280 | 9,249 | 1,031 | 11.1 | % | 28,810 | 26,738 | 2,072 | 7.7 | % | ||||||||||||||||||||
Bad debt expense | 405 | 454 | (49 | ) | (10.8 | )% | 711 | 1,186 | (475 | ) | (40.1 | )% | ||||||||||||||||||
Property taxes | 7,597 | 6,953 | 644 | 9.3 | % | 20,695 | 20,632 | 63 | 0.3 | % | ||||||||||||||||||||
Total Operating Expenses | 18,282 | 16,656 | 1,626 | 9.8 | % | 50,216 | 48,556 | 1,660 | 3.4 | % | ||||||||||||||||||||
Same-Center Cash Net Operating Income | $ | 45,216 | $ | 44,130 | $ | 1,086 | 2.5 | % | $ | 128,067 | $ | 124,774 | $ | 3,293 | 2.6 | % | ||||||||||||||
SAME-CENTER CASH NET OPERATING INCOME RECONCILIATION
(Unaudited)
(In thousands)
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
GAAP operating income | $ | 25,348 | $ | 23,035 | $ | 76,444 | $ | 67,635 | |||||||
Depreciation and amortization | 25,335 | 24,627 | 75,883 | 71,330 | |||||||||||
General and administrative expenses | 3,770 | 3,475 | 11,291 | 10,790 | |||||||||||
Acquisition transaction costs | — | — | — | 4 | |||||||||||
Other expense | 46 | 41 | 389 | 316 | |||||||||||
Property revenues and other expenses (1) | (5,184 | ) | (5,811 | ) | (15,117 | ) | (17,041 | ) | |||||||
Total Company cash NOI | 49,315 | 45,367 | 148,890 | 133,034 | |||||||||||
Non same-center cash NOI | (4,099 | ) | (1,237 | ) | (20,823 | ) | (8,260 | ) | |||||||
Same-center cash NOI | $ | 45,216 | $ | 44,130 | $ | 128,067 | $ | 124,774 | |||||||
(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.
Contact:
Ashley Rubino, Investor Relations
858-255-4913
arubino@roireit.net
3nd QUARTER 2018 SUPPLEMENTAL INFORMATION Retail Opportunity Investments Corporation 11250 El Camino Real, Suite 200 San Diego, CA 92130 www.roireit.net
Supplemental Disclosure Overview Quarter Ended September 30, 2018 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 September 30, 2018, ROIC owned 91 shopping centers encompassing approximately 10.5 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 <---update count and SF ratings from Moody's Investor Services and S&P Global Ratings. Additional information is available at www.roireit.net. Do not include Torrey Hills 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. - 2 -
Supplemental Disclosure Table of Contents Quarter Ended September 30, 2018 Financial Data Page Balance Sheets……..……………………………………………………………..………………………………………………………………4 Income Statements .…………………………………………………………………………………..……..…………...……………………….5 Funds From Operations ………………………………………………………………………………………………………………………….6 Summary of Debt Outstanding .……………………………………………..…………………………………………………………………..7 Selected Financial Analysis .…………………………………………………………………………………………………………………….9 Portfolio Data 2018 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 - 3 -
Supplemental Disclosure Balance Sheets Quarter Ended September 30, 2018 (unaudited, dollars in thousands, except par values and share amounts) 09/30/18 12/31/17 ASSETS: Real Estate Investments: Land $ 894,148 $ 878,797 Building and improvements 2,256,495 2,230,600 Less: accumulated depreciation (309,066) (260,115) Real Estate Investments, net 2,841,577 2,849,282 Cash and cash equivalents 3,046 11,553 Restricted cash 1,611 5,412 Tenant and other receivables, net 45,243 43,257 Deposits - 500 Acquired lease intangible assets, net 75,493 82,778 Prepaid expenses 1,244 2,853 Deferred charges, net 34,956 37,167 Other assets 11,365 6,396 TOTAL ASSETS $ 3,014,535 $ 3,039,198 LIABILITIES: Term loan $ 299,014 $ 298,816 Credit facility 134,474 140,329 Senior Notes 941,104 940,086 Mortgage notes payable 88,754 107,915 Acquired lease intangible liabilities, net 170,079 178,984 Accounts payable and accrued expenses 31,664 18,638 Tenants' security deposits 7,054 6,771 Other liabilities 16,809 18,018 TOTAL LIABILITIES 1,688,952 1,709,557 EQUITY: Common stock, $.0001 par value 500,000,000 shares authorized 11 11 Additional paid-in capital 1,439,548 1,412,590 Dividends in excess of earnings (244,690) (210,490) Accumulated other comprehensive income 7,980 1,856 Total Retail Opportunity Investments Corp. stockholders' equity 1,202,849 1,203,967 Non-controlling interests 122,734 125,674 TOTAL EQUITY 1,325,583 1,329,641 TOTAL LIABILITIES AND EQUITY $ 3,014,535 $ 3,039,198 The Company's Form 10-Q for the quarter ended September 30, 2018, and Form 10-K for the year ended December 31, 2017 should be read in conjunction with the above information. - 4 -
Supplemental Disclosure Income Statements Quarter Ended September 30, 2018 (unaudited, in thousands, except per share amounts) Three Months Ended Nine Months Ended 09/30/18 09/30/17 09/30/18 09/30/17 REVENUES: Base rents $ 56,573 $ 52,871 $ 167,000 $ 154,878 Recoveries from tenants 16,455 14,210 49,087 43,100 Other income 876 885 4,553 2,528 TOTAL REVENUES 73,904 67,966 220,640 200,506 OPERATING EXPENSES: Property operating $ 11,150 $ 9,702 $ 32,645 $ 28,630 Property taxes 8,255 7,086 23,988 21,801 Depreciation and amortization 25,335 24,627 75,883 71,330 General and administrative expenses 3,770 3,475 11,291 10,790 Acquisition transaction costs - - - 4 Other expense 46 41 389 316 TOTAL OPERATING EXPENSES 48,556 44,931 144,196 132,871 OPERATING INCOME 25,348 23,035 76,444 67,635 NON-OPERATING INCOME (EXPENSES): Interest expense and other finance expenses (15,591) (12,908) (46,761) (37,060) Gain on sale of real estate 5,890 - 5,890 - TOTAL NON-OPERATING INCOME (EXPENSES) (9,701) (12,908) (40,871) (37,060) NET INCOME $ 15,647 $ 10,127 $ 35,573 $ 30,575 NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS (1,453) (978) (3,338) (2,947) NET INCOME ATTRIBUTABLE TO RETAIL OPPORTUNITY INVESTMENTS CORP. $ 14,194 $ 9,149 $ 32,235 $ 27,628 NET INCOME PER COMMON SHARE - BASIC $ 0.12 $ 0.08 $ 0.28 $ 0.25 NET INCOME PER COMMON SHARE - DILUTED $ 0.12 $ 0.08 $ 0.28 $ 0.25 Weighted average common shares outstanding - basic 112,800 109,267 112,378 109,254 Weighted average common shares outstanding - diluted 124,826 121,251 124,410 121,201 The Company's Form 10-Q for the quarters ended September 30, 2018 and September 30, 2017 should be read in conjunction with the above information. - 5 -
Supplemental Disclosure Funds From Operations Quarter Ended September 30, 2018 (in thousands, except per share amounts) Three Months Ended Nine Months Ended 09/30/18 09/30/17 09/30/18 09/30/17 Funds from Operations (FFO) (1) : Net income attributable to ROIC common stockholders $ 14,194 $ 9,149 $ 32,235 $ 27,628 Plus: Depreciation and amortization expense 25,335 24,627 75,883 71,330 Less: Gain on sale of real estate (5,890) - (5,890) - FUNDS FROM OPERATIONS - BASIC $ 33,639 $ 33,776 $ 102,228 $ 98,958 Net income attributable to non-controlling interests 1,453 978 3,338 2,947 FUNDS FROM OPERATIONS - DILUTED $ 35,092 $ 34,754 $ 105,566 $ 101,905 FUNDS FROM OPERATIONS PER SHARE - BASIC $ 0.30 $ 0.31 $0.91 $ 0.91 FUNDS FROM OPERATIONS PER SHARE - DILUTED $ 0.28 $ 0.29 $0.85 $ 0.84 Weighted average common shares outstanding - basic 112,800 109,267 112,378 109,254 Weighted average common shares outstanding - diluted 124,826 121,251 124,410 121,201 Common dividends per share $ 0.1950 $ 0.1875 $ 0.5850 $ 0.5625 FFO Payout Ratio 69.6% 64.7% 68.8% 67.0% Additional Disclosures: Non Cash Expense (Income) $ - Straight line rent $ (1,485) $ (4,366) Above/below market rent amortization, net (3,673) (10,891) Non-cash interest expense 304 1,373 Deferred financing costs and mortgage premiums, net 459 1,386 Stock based compensation 1,996 5,415 Capital Expenditures Tenant improvements $ 4,638 $ 12,176 Leasing commissions 581 1,589 Building improvements 681 1,671 Reimbursable property improvements 682 2,018 Pad and other development 522 2,949 Value enhancing tenant improvements 534 7,173 (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. The above does not purport to disclose all items required under GAAP. - 6 -
Supplemental Disclosure Summary of Debt Outstanding Quarter Ended September 30, 2018 (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 7,196 5.32% 4.20% 06/01/22 0.5% Riverstone Marketplace 18,146 4.96% 3.80% 07/01/22 1.2% Fullerton Crossroads 26,000 4.73% 3.82% 04/06/24 1.8% Diamond Hills Plaza 35,500 3.55% 3.61% 10/01/25 2.4% Net unamortized premiums/deferred financing charges 1,912 Total Mortgage Debt 88,754 4.3% 3.8% 5.6 Years (WA) 5.9% Unsecured Senior Notes: Senior Notes Due 2023 250,000 5.00% 5.21% 12/15/23 17.0% Senior Notes Due 2024 250,000 4.00% 4.21% 12/15/24 17.0% Senior Notes Due 2026 200,000 3.95% 3.95% 09/22/26 13.5% Senior Notes Due 2027 250,000 4.19% 4.19% 12/15/27 17.0% Net unamortized discounts/deferred financing charges (8,896) Total Unsecured Senior Notes 941,104 4.30% 4.41% 7.1 Years (WA) 64.5% Interest rate swaps 100,000 1.96% 1.96% 1/31/2019 6.7% Interest rate swaps 200,000 2.84% 2.84% 8/31/2022 13.6% Total Fixed Rate Debt $ 1,329,858 3.91% 3.95% 7.0 Years (WA) 90.7% Variable Rate Debt Credit Facility $ 137,000 3.25% 3.25% 09/08/21 (1) 9.3% Net unamortized deferred financing charges (2,526) Credit Facility, net 134,474 Term Loan 300,000 3.35% 3.35% 09/08/22 20.4% Net unamortized deferred financing charges (986) Term Loan, net 299,014 Interest rate swaps (300,000) (20.4)% Total Variable Rate Debt $ 133,488 3.32% 3.32% 3.6 Years (WA) 9.3% TOTAL DEBT $ 1,463,346 4.53% 4.58% 6.0 Years (WA) 100.0% Net unamortized premiums on mortgages (2,195) Net unamortized discounts on notes 4,776 Net unamortized deferred financing charges 7,914 Total Principal Debt $ 1,473,841 (1) Does not include extension options available to ROIC. - 7 -
Supplemental Disclosure Summary of Debt Outstanding, continued Quarter Ended September 30, 2018 (unaudited, dollars in thousands) Summary of Principal Maturities Mortgage Principal Mortgage Principal Senior Total Principal Percentage of Year Payments due at Maturity Credit Facility Term Loan Unsecured Notes Payments Debt Maturing 2018 $ 134 $ - $ - $ - $ - $ 134 0.0% 2019 551 - - - - 551 0.0% 2020 577 - - - - 577 0.0% 2021 717 - 137,000 (1) - - 137,717 9.3% 2022 1,003 23,129 - 300,000 - 324,132 22.0% 2023 685 - - - 250,000 250,685 17.0% 2024 708 26,000 - - 250,000 276,708 18.8% 2025 550 32,787 - - - 33,337 2.3% 2026 - - - - 200,000 200,000 13.6% 2027 - - - - 250,000 250,000 17.0% $ 4,925 $ 81,916 $ 137,000 $ 300,000 $ 950,000 $ 1,473,841 100.0% Summary of Unencumbered/Encumbered Properties Number of Percentage Properties GLA of GLA Unencumbered properties 87 9,921,996 94.7% Encumbered properties 4 560,162 5.3% 91 10,482,158 100.0% Summary of Unsecured Debt/Secured Debt Percentage of Total Amount Principal Debt Unsecured principal debt $ 1,386,999 94.1% Secured principal debt 86,842 5.9% Total Principal Debt $ 1,473,841 100.0% (1) Does not include extension options available to ROIC. - 8 -
Supplemental Disclosure Selected Financial Analysis Quarter Ended September 30, 2018 (unaudited, in thousands, except per share amounts) 09/30/18 06/30/18 03/31/18 12/31/17 09/30/17 Debt coverage ratios, three months ending: Interest coverage ratio (EBITDA/interest expense) 3.3x 3.1x 3.4x 3.7x 3.7x Debt service coverage (EBITDA/(interest expense + scheduled principal payments)) 3.2x 3.1x 3.4x 3.6x 3.7x Net principal debt (Total principal debt less cash & equivalents)/Annualized EBITDA 7.2x 7.7x 7.1x 7.3x 7.1x Debt/equity ratios, at period end: Total principal debt/total market capitalization 38.8% 39.3% 40.8% 37.8% 37.5% Total principal debt/total equity market capitalization 63.5% 64.8% 68.8% 60.8% 60.0% Total principal debt/total book assets 48.9% 50.4% 49.4% 49.3% 48.2% Total principal debt/undepreciated book value 44.3% 46.0% 45.3% 45.5% 44.5% Secured principal debt/undepreciated book value 2.6% 2.9% 2.9% 3.2% 2.0% Market capitalization calculations, at period end: Common shares outstanding 112,800 112,165 112,165 111,886 109,267 Operating partnership units (OP units) outstanding 11,574 11,648 11,679 11,679 11,679 Common stock price per share $ 18.67 $ 19.16 $ 17.67 $ 19.95 $ 19.01 Total equity market capitalization $ 2,322,063 $ 2,372,268 $ 2,188,331 $ 2,465,116 $ 2,299,192 Total principal debt 1,473,841 1,537,827 1,505,503 1,499,820 1,379,042 TOTAL MARKET CAPITALIZATION $ 3,795,904 $ 3,910,095 $ 3,693,834 $ 3,964,936 $ 3,678,234 Unsecured Senior Notes Financial Covenants: (1) Total debt to total assets not to exceed 60% 46.2% 47.9% 47.2% 47.4% 46.3% Total secured debt to total assets not to exceed 40% 2.8% 3.1% 3.1% 3.4% 2.1% Total unencumbered assets to total unsecured debt not to be less than 150% 217.2% 207.6% 210.7% 208.7% 214.5% Consolidated income available for debt service to interest expense not to be less than 1.5:1 3.4x 3.5x 3.6x 3.7x 3.8x (1) Calculated in accordance with GAAP pursuant to underlying bond indentures. - 9 -
Supplemental Disclosure 2018 Property Acquisitions Quarter Ended September 30, 2018 (dollars in thousands) Date Owned Shopping Centers Location Acquired Purchase Amount GLA 1Q 2018 Stadium Center Tacoma, WA 02/23/18 $ 19,000 48,888 Total 1Q 2018 $ 19,000 48,888 2Q 2018 King City Plaza King City, OR 05/18/18 $ 15,686 62,676 Outparcel at Casitas Plaza Carpinteria, CA 05/25/18 $ 3,950 7,691 Total 2Q 2018 $ 19,636 70,367 3Q 2018 Redevelopment Site Pinole, CA 8/27/2018 $ 5,000 - Total 3Q 2018 $ 5,000 $ - Total 2018 Acquisitions $ 43,636 $ 119,255 - 10 -
Supplemental Disclosure Property Portfolio Quarter Ended September 30, 2018 (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 98.0% $ 1,774 Grocery Outlet Supermarket, 99¢ Only Stores, Rite Aid Pharmacy Claremont Promenade * Claremont CA 09/23/10 92,297 97.2% 2,368 Super King Supermarket Gateway Village * Chino Hills CA 12/17/10 96,959 96.9% 2,805 Sprouts Market Seabridge Marketplace * Oxnard CA 05/31/12 95,830 100.0% 1,850 Safeway (Vons) Supermarket Glendora Shopping Center * Glendora CA 08/01/12 106,535 94.8% 1,287 Albertson's Supermarket Redondo Beach Plaza * Redondo Beach CA 12/28/12 110,509 100.0% 2,188 Safeway (Vons) Supermarket, Petco Diamond Bar Town Center * Diamond Bar CA 02/01/13 100,342 95.5% 2,183 Walmart Neighborhood Market, Crunch Fitness Diamond Hills Plaza * Diamond Bar CA 04/22/13 139,505 97.4% 3,517 H-Mart Supermarket, Rite Aid Pharmacy Plaza de la Cañada * La Cañada Flintridge CA 12/13/13 100,408 98.0% 2,483 Gelson's Supermarket, TJ Maxx, Rite Aid Pharmacy Fallbrook Shopping Center * Los Angeles CA 06/13/14 755,299 99.6% 12,745 Sprouts Market, Trader Joe's, Kroger (Ralph's) Supermarket(2), TJ Maxx Moorpark Town Center * Moorpark CA 12/03/14 133,547 95.5% 2,000 Kroger (Ralph's) Supermarket, CVS Pharmacy Ontario Plaza * Ontario CA 01/06/15 150,149 99.1% 2,322 El Super Supermarket, Rite Aid Pharmacy Park Oaks Shopping Center * Thousand Oaks CA 01/06/15 110,092 92.0% 2,523 Safeway (Vons) Supermarket, Dollar Tree Warner Plaza * Woodland Hills CA 12/31/15 110,918 98.8% 4,571 Sprouts Market, Kroger (Ralph's) Supermarket (2), Rite Aid Pharmacy (2) Magnolia Shopping Center * Santa Barbara CA 03/10/16 116,360 91.5% 2,166 Kroger (Ralph's) Supermarket Casitas Plaza Shopping Center * Carpinteria CA 03/10/16 105,098 97.4% 1,690 Albertson's Supermarket, CVS Pharmacy Bouquet Center * Santa Clarita CA 04/28/16 148,903 93.0% 3,074 Safeway (Vons) Supermarket, CVS Pharmacy, Ross Dress For Less North Ranch Shopping Center * Westlake Village CA 06/01/16 146,625 88.1% 4,655 Kroger (Ralph's) Supermarket, Trader Joe's, Rite Aid Pharmacy, Petco The Knolls * Long Beach CA 10/03/16 52,021 100.0% 1,411 Trader Joe's, Pet Food Express The Terraces * Rancho Palos Verdes CA 03/17/17 172,922 92.0% 3,328 Trader Joe's, Marshall's, LA Fitness Los Angeles metro area total 2,939,381 96.7% $ 60,941 Orange County metro area Santa Ana Downtown Plaza * Santa Ana CA 01/26/10 105,536 94.1% $ 2,115 Kroger (Food 4 Less) Supermarket, Marshall's Sycamore Creek * Corona CA 09/30/10 74,198 100.0% 1,755 Safeway (Vons) Supermarket, CVS Pharmacy (2) Desert Springs Marketplace * Palm Desert CA 02/17/11 113,718 96.3% 2,728 Kroger (Ralph's) Supermarket, Rite Aid Pharmacy Cypress Center West * Cypress CA 12/04/12 107,246 97.9% 1,971 Kroger (Ralph's) Supermarket, Rite Aid Pharmacy Harbor Place Center * Garden Grove CA 12/28/12 119,821 100.0% 1,653 AA Supermarket, Ross Dress For Less 5 Points Plaza * Huntington Beach CA 09/27/13 160,536 95.0% 4,146 Trader Joe's, Pier 1 Peninsula Marketplace * Huntington Beach CA 10/15/13 95,416 100.0% 2,481 Kroger (Ralph's) Supermarket, Planet Fitness Fullerton Crossroads Fullerton CA 10/11/17 219,785 98.2% 3,281 Kroger (Ralph's) Supermarket, Kohl's, Jo-Ann Fabrics and Crafts The Village at Nellie Gail Ranch Laguna Hills CA 11/30/17 88,486 99.4% 2,962 Smart & Final Extra Supermarket Orange Country metro area total 1,084,742 97.7% $ 23,091 San Diego metro area Marketplace Del Rio * Oceanside CA 01/03/11 177,203 94.9% $ 3,280 Stater Brothers Supermarket, Walgreens Renaissance Towne Centre * San Diego CA 08/03/11 53,074 93.3% 2,387 CVS Pharmacy Euclid Plaza * San Diego CA 03/29/12 77,044 96.8% 1,411 Vallarta Supermarket, Walgreens Bay Plaza * San Diego CA 10/05/12 73,324 100.0% 1,986 Seafood City Supermarket Bernardo Heights Plaza * Rancho Bernardo CA 02/06/13 37,729 96.3% 907 Sprouts Market Hawthorne Crossings * San Diego CA 06/27/13 141,288 100.0% 3,150 Mitsuwa Supermarket, Ross Dress For Less, Staples Creekside Plaza * Poway CA 02/28/14 128,852 97.9% 2,746 Stater Brothers Supermarket, AMC Theatres San Diego metro area total 688,514 97.2% $ 15,867 Southern California Totals 4,712,637 97.0% $ 99,899 (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 3Q 2018. - 11 -
Supplemental Disclosure Property Portfolio, continued Quarter Ended September 30, 2018 (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 01/06/11 223,369 98.7% 3,072 SaveMart (Lucky) Supermarket, Planet Fitness, Kmart Country Club Gate Center * Pacific Grove CA 07/08/11 109,331 97.5% 2,096 SaveMart (Lucky) Supermarket, Rite Aid Pharmacy Marlin Cove Shopping Center * Foster City CA 05/04/12 73,943 100.0% 2,335 99 Ranch Market The Village at Novato * Novato CA 07/24/12 20,081 100.0% 552 Trader Joe's, Pharmaca Pharmacy Santa Teresa Village * San Jose CA 11/08/12 124,306 98.9% 2,622 Raleys (Nob Hill) Supermarket, Dollar Tree Granada Shopping Center * Livermore CA 06/27/13 69,325 100.0% 1,316 SaveMart (Lucky) Supermarket Country Club Village * San Ramon CA 11/26/13 111,093 100.0% 2,158 Walmart Neighborhood Market, CVS Pharmacy North Park Plaza * San Jose CA 04/30/14 76,697 100.0% 2,379 H-Mart Supermarket Winston Manor * South San Francisco CA 01/07/15 49,852 100.0% 1,490 Grocery Outlet Supermarket Jackson Square * Hayward CA 07/01/15 114,220 100.0% 2,190 Safeway Supermarket, CVS Pharmacy, 24 Hour Fitness Gateway Centre * San Ramon CA 09/01/15 112,553 100.0% 2,658 SaveMart (Lucky) Supermarket, Walgreens Iron Horse Plaza * Danville CA 12/04/15 61,860 96.4% 2,020 Lunardi's Market Monterey Center * Monterey CA 07/14/16 25,798 80.4% 844 Trader Joe's, Pharmaca Pharmacy Santa Rosa Southside Shopping Center * Santa Rosa CA 03/24/17 88,535 100.0% 1,627 REI, Cost Plus World Market Monta Loma Plaza Mountain View CA 09/19/17 48,078 100.0% 1,448 Safeway Supermarket San Francisco metro area total 1,378,756 99.0% $ 30,279 Sacramento metro area Norwood Shopping Center * Sacramento CA 04/06/10 85,693 92.1% $ 1,270 Viva Supermarket, Rite Aid Pharmacy, Citi Trends Mills Shopping Center * Rancho Cordova CA 02/17/11 235,314 87.0% 2,552 Viva Supermarket, Ross Dress For Less (dd's Discounts), Dollar Tree Morada Ranch * Stockton CA 05/16/11 101,842 95.1% 2,201 Raleys Supermarket Green Valley Station * Cameron Park CA 06/15/12 52,245 79.5% 892 CVS Pharmacy Sacramento metro area total 475,094 88.8% $ 6,915 Northern California Totals 1,853,850 96.4% $ 37,195 (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 3Q 2018. - 12 -
Supplemental Disclosure Property Portfolio, continued Quarter Ended September 30, 2018 (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% $ 832 Kroger (QFC) Supermarket The Market at Lake Stevens * Lake Stevens WA 03/11/10 74,130 100.0% 1,474 Albertson's (Haggen) Supermarket Canyon Park Shopping Center * Bothell WA 07/29/11 123,592 100.0% 2,378 PCC Community Markets, Rite Aid Pharmacy, Petco Hawks Prairie Shopping Center * Lacey WA 09/09/11 157,529 100.0% 1,844 Safeway Supermarket, Dollar Tree, Big Lots The Kress Building * Seattle WA 09/30/11 74,616 100.0% 1,867 IGA Supermarket, TJMaxx Gateway Shopping Center * Marysville WA 02/16/12 104,298 100.0% 2,412 WinCo Foods (2), Rite Aid Pharmacy, Ross Dress For Less Aurora Square * Shoreline WA 2012/2014 108,558 98.2% 1,686 Central Supermarket, Marshall's, Pier 1 Canyon Crossing * Puyallup WA 04/15/13 120,398 100.0% 2,739 Safeway Supermarket Crossroads Shopping Center * Bellevue WA 2010/2013 463,813 100.0% 10,560 Kroger (QFC) Supermarket, Bed Bath & Beyond, Dick's Sporting Goods Bellevue Marketplace * Bellevue WA 12/10/15 113,758 100.0% 3,147 Asian Family Market Four Corner Square * Maple Valley WA 12/21/15 119,560 100.0% 2,574 Grocery Outlet Supermarket, Walgreens, Johnsons Home & Garden Bridle Trails Shopping Center * Kirkland WA 10/17/16 108,377 100.0% 2,247 Grocery Outlet Supermarket, Bartell Drugs, Dollar Tree PCC Community Markets Plaza * Edmonds WA 01/25/17 34,459 100.0% 646 PCC Community Markets Highland Hill Shopping Center Tacoma WA 05/09/17 163,926 100.0% 2,719 Safeway Supermarket, LA Fitness, Dollar Tree, Petco North Lynnwood Shopping Center Lynnwood WA 10/19/17 63,606 91.3% 822 Kroger (QFC) Supermarket Stadium Center Tacoma WA 02/23/18 48,888 100.0% 1,029 Thriftway Supermarket Seattle metro area total 1,931,105 99.6% $ 38,976 Portland metro area Vancouver Market Center * Vancouver WA 06/17/10 118,385 98.1% $ 1,388 Skyzone Happy Valley Town Center * Happy Valley OR 07/14/10 138,662 100.0% 3,726 New Seasons Supermarket Wilsonville Old Town Square * Wilsonville OR 2010/2012 49,937 100.0% 1,821 Kroger (Fred Meyer) Supermarket (2) Cascade Summit Town Square * West Linn OR 08/20/10 94,934 100.0% 1,739 Safeway Supermarket Heritage Market Center * Vancouver WA 09/23/10 107,468 98.9% 1,728 Safeway Supermarket, Dollar Tree Division Crossing * Portland OR 12/22/10 103,561 100.0% 1,260 Rite Aid Pharmacy, Ross Dress For Less, Ace Hardware Halsey Crossing * Gresham OR 12/22/10 99,428 100.0% 1,373 24 Hour Fitness, Dollar Tree Hillsboro Market Center * Hillsboro OR 11/23/11 156,021 100.0% 2,570 Albertson's Supermarket, Dollar Tree, Ace Hardware Robinwood Shopping Center * West Linn OR 08/23/13 70,831 100.0% 1,060 Walmart Neighborhood Market Tigard Marketplace * Tigard OR 02/18/14 136,889 99.3% 1,994 H-Mart Supermarket, Bi-Mart Pharmacy Wilsonville Town Center * Wilsonville OR 12/11/14 167,829 100.0% 2,788 Safeway Supermarket, Rite Aid Pharmacy, Dollar Tree Tigard Promenade * Tigard OR 07/28/15 88,043 100.0% 1,475 Safeway Supermarket Sunnyside Village Square * Happy Valley OR 07/28/15 92,278 100.0% 1,576 Grocery Outlet Supermarket, 24 Hour Fitness, Ace Hardware Johnson Creek Center * Happy Valley OR 11/09/15 108,588 100.0% 2,255 Trader Joe's, Walgreens, Sportsman's Warehouse Rose City Center * Portland OR 09/15/16 60,680 100.0% 820 Safeway Supermarket Division Center Portland OR 04/05/17 121,904 100.0% 1,928 Grocery Outlet Supermarket, Rite Aid Pharmacy, Petco Riverstone Marketplace Vancouver WA 10/11/17 95,774 98.5% 2,120 Kroger (QFC) Supermarket King City Plaza King City OR 05/18/18 62,676 100.0% 974 Grocery Outlet Supermarket Portland metro area total 1,873,888 99.7% $ 32,594 Pacific Northwest Totals 3,804,993 99.7% $ 71,570 TOTAL SHOPPING CENTERS 10,371,480 97.8% $ 208,664 (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. Note: Property Portfolio excludes one shopping center that is currently under contract to be sold (slated for new multi-family development). *Denotes properties in same center pool for 3Q 2018. - 13 -
Supplemental Disclosure Same-Center Cash Net Operating Income Analysis Quarter Ended September 30, 2018 (unaudited, dollars in thousands) Three Months Ended Nine Months Ended 09/30/18 09/30/17 $ Change % Change 09/30/18 09/30/17 $ Change % Change Number of shopping centers included in same-center analysis (1) 83 83 78 78 Same-center occupancy 97.8% 97.3% 0.5% 97.8% 97.4% 0.4% REVENUES: Base rents $47,283 $ 45,988 $ 1,295 2.8% $ 133,180 $ 129,496 $ 3,684 2.8% Percentage rent 89 101 (12) (11.9%) 265 404 (139) (34.4%) Recoveries from tenants 15,309 13,894 1,415 10.2% 42,952 40,993 1,959 4.8% Other property income 817 803 14 1.7% 1,886 2,437 (551) (22.6)% TOTAL REVENUES 63,498 60,786 2,712 4.5% 178,283 173,330 4,953 2.9% OPERATING EXPENSES: Property operating expenses $ 10,280 $ 9,249 $ 1,031 11.1% $ 28,810 $ 26,738 $ 2,072 7.7% Bad debt expense 405 454 (49) (10.8)% 711 1,186 (475) (40.1)% Property taxes 7,597 6,953 644 9.3% 20,695 20,632 63 0.3% TOTAL OPERATING EXPENSES 18,282 16,656 1,626 9.8% 50,216 48,556 1,660 3.4% SAME-CENTER CASH NET OPERATING INCOME $ 45,216 $ 44,130 $ 1,086 2.5% $ 128,067 $ 124,774 $ 3,293 2.6% SAME-CENTER CASH NET OPERATING INCOME RECONCILIATION GAAP Operating Income $ 25,348 $ 23,035 $ 76,444 $ 67,635 Depreciation and amortization 25,335 24,627 75,883 71,330 General and administrative expenses 3,770 3,475 11,291 10,790 Acquisition transaction costs - - - 4 Other expense 46 41 389 316 Property revenues and other expenses (2) (5,184) (5,811) (15,117) (17,041) TOTAL COMPANY CASH NET OPERATING INCOME 49,315 45,367 148,890 133,034 Non Same-Center Cash NOI (4,099) (1,237) (20,823) (8,260) SAME-CENTER CASH NET OPERATING INCOME $ 45,216 $ 44,130 $ 128,067 $ 124,774 (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. Note: Analysis excludes one shopping center that is currently under contract to be sold (slated for new multi-family development). - 14 -
Supplemental Disclosure Top Ten Tenants Quarter Ended September 30, 2018 (dollars in thousands) Percent Number of Leased of Total Percent of Tenant Leases GLA Leased GLA ABR Total ABR 1 Albertson's / Safeway Supermarkets 19 951,600 9.4% $ 11,632 5.6% 2 Kroger Supermarkets 12 511,240 5.0% 7,385 3.5% 3 Rite Aid Pharmacy 14 266,921 2.6% 3,324 1.6% 4 JP Morgan Chase 22 98,473 1.0% 3,082 1.5% 5 SaveMart Supermarkets 4 187,639 1.8% 2,813 1.3% 6 Sprouts Markets 4 159,163 1.6% 2,717 1.3% 7 Marshall's / TJMaxx 6 178,195 1.8% 2,682 1.3% 8 Ross Dress For Less / dd's Discounts 7 191,703 1.9% 2,618 1.3% 9 Trader Joe's 8 96,714 1.0% 2,522 1.2% 10 H-Mart Supermarkets 3 147,040 1.4% 2,400 1.1% Top 10 Tenants Total 99 2,788,688 27.5% $ 41,176 19.7% Other Tenants 1,886 7,369,916 72.5% 168,056 80.3% Total Portfolio 1,985 10,158,604 100.0% $ 209,232 100.0% - 15 -
Supplemental Disclosure Lease Expiration Schedule Quarter Ended September 30, 2018 (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. 2018 2 64,606 0.6% $ 737 0.4% $ 11.40 2019 8 244,095 2.4% 3,066 1.5% 12.56 2020 16 517,015 5.1% 6,150 2.9% 11.89 2021 15 512,511 5.0% 5,454 2.6% 10.64 2022 18 530,799 5.2% 7,043 3.4% 13.27 2023 27 886,617 8.7% 13,812 6.6% 15.58 2024 13 495,203 4.9% 7,572 3.6% 15.29 2025 10 341,785 3.4% 4,919 2.4% 14.39 2026 11 389,933 3.8% 5,302 2.5% 13.60 2027 8 212,350 2.1% 3,336 1.6% 15.71 2028+ 37 1,442,615 14.3% 22,712 10.8% 15.74 165 5,637,529 55.5% $ 80,103 38.3% $ 14.21 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. 2018 69 119,244 1.2% $ 3,082 1.5% $ 25.85 2019 244 467,204 4.6% 13,374 6.4% 28.62 2020 276 618,895 6.1% 17,116 8.2% 27.66 2021 295 632,297 6.2% 18,379 8.8% 29.07 2022 269 625,041 6.2% 18,901 9.0% 30.24 2023 255 624,533 6.1% 18,248 8.7% 29.22 2024 117 378,294 3.7% 9,417 4.5% 24.89 2025 62 220,045 2.2% 5,979 2.9% 27.17 2026 63 198,497 2.0% 5,914 2.8% 29.80 2027 59 195,265 1.9% 5,737 2.7% 29.38 2028+ 111 441,760 4.3% 12,981 6.2% 29.39 1,820 4,521,075 44.5% $ 129,128 61.7% $ 28.56 All Tenants Number of Leased Percent of Total Percent of ABR Leases Expiring (2) GLA Total Leased GLA ABR Total ABR Per Sq. Ft. 2018 71 183,850 1.8% $ 3,819 1.9% $ 20.77 2019 252 711,299 7.0% 16,440 7.9% 23.11 2020 292 1,135,910 11.2% 23,266 11.1% 20.48 2021 310 1,144,808 11.2% 23,833 11.4% 20.82 2022 287 1,155,840 11.4% 25,944 12.4% 22.45 2023 282 1,511,150 14.8% 32,060 15.3% 21.22 2024 130 873,497 8.6% 16,989 8.1% 19.45 2025 72 561,830 5.6% 10,898 5.3% 19.40 2026 74 588,430 5.8% 11,216 5.3% 19.06 2027 67 407,615 4.0% 9,073 4.3% 22.26 2028+ 148 1,884,375 18.6% 35,693 17.0% 18.94 1,985 10,158,604 100.0% $ 209,232 100.0% $ 20.60 (1) Anchor tenants are leases equal to or greater than 15,000 square feet. (2) Does not assume exercise of renewal options. - 16 -
Supplemental Disclosure Leasing Summary Quarter Ended September 30, 2018 For the Three Months Ended September 30, 2018 For the Nine Months Ended September 30, 2018 New Leases Non-Anchor Anchor Total Non-Anchor Anchor Total Number of Leases 47 1 48 114 2 116 Gross Leasable Area (sq. ft.) 102,252 36,481 138,733 247,767 74,981 322,748 Initial Base Rent ($/sq. ft.) (1) $ 20.79 $ 14.25 $ 19.07 $ 23.79 $ 18.41 $ 22.54 Tenant Improvements ($/sq. ft.) $ 5.61 $ - $ 4.13 $ 4.79 $ 1.92 $ 4.13 Leasing Commissions ($/sq. ft.) $ 1.63 $ - $ 1.20 $ 2.26 $ - $ 1.73 Weighted Average Lease Term (Yrs.) (2) 4.9 10.3 6.3 6.0 11.7 7.3 Renewals Non-Anchor Anchor Total Non-Anchor Anchor Total Number of Leases 51 7 58 168 13 181 Gross Leasable Area (sq. ft.) 110,370 193,548 303,918 400,446 408,679 809,125 Initial Base Rent ($/sq. ft.) (1) $ 31.01 $ 21.17 $ 24.74 $ 30.07 $ 20.35 $ 25.16 Tenant Improvements ($/sq. ft.) $ 0.34 $ - $ 0.12 $ 0.50 $ - $ 0.25 Leasing Commissions ($/sq. ft.) $ 0.05 $ - $ 0.02 $ 0.13 $ - $ 0.07 Weighted Average Lease Term (Yrs.) (2) 4.6 4.5 4.5 5.0 4.8 4.9 Total Non-Anchor Anchor Total Non-Anchor Anchor Total Number of Leases 98 8 106 282 15 297 Gross Leasable Area (sq. ft.) 212,622 230,029 442,651 648,213 483,660 1,131,873 Initial Base Rent ($/sq. ft.) (1) $ 26.09 $ 20.07 $ 22.96 $ 27.67 $ 20.05 $ 24.41 Tenant Improvements ($/sq. ft.) $ 2.87 $ - $ 1.38 $ 2.14 $ 0.30 $ 1.35 Leasing Commissions ($/sq. ft.) $ 0.81 $ - $ 0.39 $ 0.94 $ - $ 0.54 Weighted Average Lease Term (Yrs.) (2) 4.7 5.4 5.1 5.4 5.8 5.6 (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. - 17 -
Supplemental Disclosure Same-Space Comparative Leasing Summary Quarter Ended September 30, 2018 For the Three Months Ended September 30, 2018 For the Nine Months Ended September 30, 2018 New Leases Non-Anchor Anchor Total Non-Anchor Anchor Total Comparative # of Leases 27 1 28 71 2 73 Comparative GLA (sq. ft.) (1) 47,516 36,481 83,997 147,205 74,981 222,186 Prior Base Rent ($/sq. ft.) (2) $ 26.93 $ 7.22 $ 18.37 $ 25.18 $ 11.45 $ 20.55 Initial Base Rent ($/sq. ft.) $ 27.08 $ 14.25 $ 21.51 $ 27.74 $ 18.41 $ 24.59 Percentage Change in Base Rents 0.6% 97.4% 17.1% 10.2% 60.9% 19.7% Tenant Improvements ($/sq. ft.) $ 5.72 $ - $ 3.23 $ 3.89 $ 1.92 $ 3.22 Leasing Commissions ($/sq. ft.) $ 1.44 $ - $ 0.82 $ 2.50 $ - $ 1.66 Weighted Average Lease Term (Yrs.) (3) 5.7 10.3 7.7 7.0 11.7 8.6 Renewals Non-Anchor Anchor Total Non-Anchor Anchor Total Comparative # of Leases 51 7 58 168 13 181 Comparative GLA (sq. ft.) 110,370 193,548 303,918 400,446 408,679 809,125 Prior Base Rent ($/sq. ft.) (2) $ 28.27 $ 19.64 $ 22.78 $ 27.46 $ 19.12 $ 23.25 Initial Base Rent ($/sq. ft.) $ 31.01 $ 21.17 $ 24.74 $ 30.07 $ 20.35 $ 25.16 Percentage Change in Base Rents 9.7% 7.8% 8.6% 9.5% 6.5% 8.2% Tenant Improvements ($/sq. ft.) $ 0.34 $ - $ 0.12 $ 0.50 $ - $ 0.25 Leasing Commissions ($/sq. ft.) $ 0.05 $ - $ 0.02 $ 0.13 $ - $ 0.07 Weighted Average Lease Term (Yrs.) (3) 4.6 4.5 4.5 5.0 4.8 4.9 Total Non-Anchor Anchor Total Non-Anchor Anchor Total Comparative # of Leases 78 8 86 239 15 254 Comparative GLA (sq. ft.) (1) 157,886 230,029 387,915 547,651 483,660 1,031,311 Prior Base Rent ($/sq. ft.) (2) $ 27.87 $ 17.67 $ 21.82 $ 26.85 $ 17.93 $ 22.67 Initial Base Rent ($/sq. ft.) $ 29.83 $ 20.07 $ 24.04 $ 29.44 $ 20.05 $ 25.04 Percentage Change in Base Rents 7.0% 13.6% 10.2% 9.7% 11.8% 10.5% Tenant Improvements ($/sq. ft.) $ 1.96 $ - $ 0.80 $ 1.41 $ 0.30 $ 0.89 Leasing Commissions ($/sq. ft.) $ 0.47 $ - $ 0.19 $ 0.77 $ - $ 0.41 Weighted Average Lease Term (Yrs.) (3) 5.0 5.4 5.2 5.5 5.8 5.7 (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. - 18 -
Supplemental Disclosure Investor Information Quarter Ended September 30, 2018 Retail Opportunity Investments Corp. www.roireit.net Investor Relations: Transfer Agent: NASDAQ: ROIC Ashley Rubino Constance Adams 11250 El Camino Real, Suite 200 arubino@roireit.net ComputerShare San Diego, CA 92130 858.255.4913 constance.adams@computershare.com Equity Research Coverage Baird Equity Research RJ Milligan 813.273.8252 Bank of America Merrill Lynch Craig Schmidt 646.855.3640 Bank of Montreal Jeremy Metz 212.885.4053 BTIG Michael Gorman 212.738.6138 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 Green Street Daniel J. Busch 949.640.8780 J.P. Morgan Michael W. Mueller 212.622.6689 Jefferies Tayo Okusanya 212.336.7076 KeyBanc Capital Markets Todd Thomas 917.368.2286 Raymond James Paul Puryear 727.567.2253 Collin Mings 727.567.2585 RBC Capital Markets Wes Golladay 440.715.2650 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 - 19 -