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):
April 24, 2019
RETAIL OPPORTUNITY INVESTMENTS CORP.
(Exact Name of Registrant as Specified in Its Charter)
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Maryland (State or other jurisdiction of incorporation) | 001-33749 (Commission File Number) | 26-0500600 (I.R.S. Employer Identification No.) |
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RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP
(Exact Name of Registrant as Specified in Its Charter)
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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) | ||
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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 April 24, 2019, Retail Opportunity Investments Corp. (the "Company") issued an earnings release announcing its financial results for the quarter ended March 31, 2019. A copy of the earnings release is attached as Exhibit 99.1 hereto and incorporated herein by reference. On April 24, 2019, in connection with this earnings release, the Company posted certain supplemental information regarding the Company's operations for the quarter ended March 31, 2019 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: April 24, 2019
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
Wednesday, April 24, 2019
Retail Opportunity Investments Corp. Reports
2019 First Quarter Results
San Diego, CA, April 24, 2019 - Retail Opportunity Investments Corp. (NASDAQ:ROIC) announced today financial and operating results for the three months ended March 31, 2019.
HIGHLIGHTS
▪ $13.3 million of net income attributable to common stockholders ($0.12 per diluted share)
▪ $36.7 million of Funds From Operations (FFO)(1) ($0.29 per diluted share)
▪ 97.8% portfolio lease rate at March 31, 2019 (19th consecutive quarter at or above 97%)
▪ 30.7% increase in same-space comparative cash rents on new leases (12.4% on renewals)
▪ 2.9% increase in same-center cash net operating income (1Q‘19 vs. 1Q‘18)
▪ $17.0 million property disposition ($2.6 million gain on sale)
▪ $57.0 million of property dispositions lined up for sale
▪ $0.1970 per share quarterly cash dividend paid
▪ 2019 FFO guidance range reaffirmed ($1.11 - $1.15 per diluted share)
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(1) A reconciliation of GAAP net income to FFO is provided at the end of this press release.
Stuart A. Tanz, President and Chief Executive Officer of Retail Opportunity Investments Corp. stated, “Property operations and leasing continue to propel our business forward. We achieved a record-high first quarter portfolio lease rate of 97.8% and a record-high first quarter same-space cash rent increase on new leases of 30.7%. We also achieved a solid 2.9% increase in same-center cash NOI. In terms of strategic initiatives, we are making good progress with disposing of non-core properties. We sold one property during the first quarter and have three more currently lined up for sale, which all together total approximately $74 million. Additionally, with respect to our initial property densification efforts, the entitlement process is moving forward steadily.” Tanz concluded, “With our accomplishments to date, we are off to a solid start in 2019 and firmly on track to achieve our stated objectives for the year.”
FINANCIAL SUMMARY
For the three months ended March 31, 2019, GAAP net income attributable to common stockholders was $13.3 million, or $0.12 per diluted share, as compared to GAAP net income attributable to common stockholders of $10.7 million, or $0.09 per diluted share, for the three months ended March 31, 2018. Included in GAAP net income for the first quarter of 2019 was a $2.6 million gain on sale in connection with a property disposition. FFO for the first quarter of 2019 was $36.7 million, or $0.29 per diluted share, as compared to $37.0 million in FFO, or $0.30 per diluted share for the first quarter of 2018. 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 March 31, 2019, ROIC had a total market capitalization of approximately $3.6 billion, including approximately $1.5 billion of principal debt outstanding and an equity market capitalization of approximately $2.1 billion. ROIC’s principal debt outstanding was comprised of $86.6 million of mortgage debt and approximately $1.4 billion of unsecured debt, including $142.0 million outstanding on its unsecured revolving credit facility at March 31, 2019. ROIC’s interest coverage for the first quarter was 3.4 times and 94.6% of its portfolio was unencumbered at March 31, 2019 (based on gross leasable area).
DISPOSITION SUMMARY
During the first quarter of 2019, ROIC sold Vancouver Market Center for $17.0 million, recognizing a $2.6 million gain on sale. Additionally, ROIC currently has agreements to sell three properties, in separate transactions, totaling approximately $57.0 million. The pending transactions are subject to completion of customary due diligence and other closing conditions.
PROPERTY OPERATIONS SUMMARY
At March 31, 2019, ROIC’s portfolio was 97.8% leased. For the first quarter of 2019, same-center net operating income (NOI) was $48.4 million, as compared to $47.1 million in same-center NOI for the first quarter of 2018, representing a 2.9% increase. ROIC reports same-center comparative NOI on a cash basis. A reconciliation of GAAP operating income to same-center comparative NOI is provided at the end of this press release.
During the first quarter of 2019, ROIC executed 108 leases, totaling 311,657 square feet, including 27 new leases, totaling 72,903 square feet, achieving a 30.7% increase in same-space comparative base rent, and 81 renewed leases, totaling 238,754 square feet, achieving a 12.4% increase in base rent. ROIC reports same-space comparative base rent on a cash basis.
CASH DIVIDEND
On March 28, 2019, ROIC distributed an $0.1970 per share cash dividend. On April 24, 2019, ROIC’s board of directors declared a cash dividend of $0.1970 per share, payable on June 27, 2019 to stockholders of record on June 13, 2019.
2019 FFO GUIDANCE
ROIC reaffirms its previously disclosed guidance range for GAAP net income and FFO per diluted share.
Year Ended December 31, 2019 (1) | |||||||
Low End | High End | ||||||
GAAP net income per diluted share | $ | 0.40 | $ | 0.44 | |||
FFO per diluted share | $ | 1.11 | $ | 1.15 | |||
Key Assumptions | |||||||
Acquisitions | $ | — | $ | 50,000 | |||
Dispositions | $ | 50,000 | $ | 75,000 | |||
Debt retired | $ | 50,000 | $ | 25,000 | |||
Same-center cash NOI growth (vs. 2018) | 2 | % | 3 | % | |||
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(1) Included in ROIC’s 2019 FFO Guidance is $0.02 to $0.03 per diluted share of projected expenses attributable to: i) additional interest expense in connection with swap agreements (effective as of January 31, 2019), locking-in the interest rate on the company’s $300 million unsecured term loan through its maturity in 2022; and ii) additional general and administrative expenses as a result of the FASB accounting rule change requiring certain costs associated with leasing activities to be expensed rather than capitalized starting in 2019.
ROIC’s management will discuss the company’s guidance and underlying assumptions on its April 25, 2019 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, April 25, 2019 at 9:00 a.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: 3398313. 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 April 25, 2019 and will be available until 11:59 p.m. Eastern Time on May 2, 2019. To access the conference call recording, dial (855) 859-2056 (domestic) or (404) 537-3406 (international) and use the Conference ID: 3398313. 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 March 31, 2019, ROIC owned 90 shopping centers encompassing approximately 10.3 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)
March 31, 2019 (unaudited) | December 31, 2018 | ||||||
ASSETS | |||||||
Real Estate Investments: | |||||||
Land | $ | 890,184 | $ | 894,240 | |||
Building and improvements | 2,262,034 | 2,266,232 | |||||
3,152,218 | 3,160,472 | ||||||
Less: accumulated depreciation | 342,696 | 329,207 | |||||
Real Estate Investments, net | 2,809,522 | 2,831,265 | |||||
Cash and cash equivalents | 9,649 | 6,076 | |||||
Restricted cash | 1,545 | 1,373 | |||||
Tenant and other receivables, net | 47,744 | 46,832 | |||||
Acquired lease intangible assets, net | 69,062 | 72,109 | |||||
Prepaid expenses | 2,958 | 4,194 | |||||
Deferred charges, net | 32,069 | 33,857 | |||||
Other | 21,857 | 7,365 | |||||
Total assets | $ | 2,994,406 | $ | 3,003,071 | |||
LIABILITIES AND EQUITY | |||||||
Liabilities: | |||||||
Term loan | $ | 299,139 | $ | 299,076 | |||
Credit facility | 139,904 | 153,689 | |||||
Senior Notes | 941,796 | 941,449 | |||||
Mortgage notes payable | 88,264 | 88,511 | |||||
Acquired lease intangible liabilities, net | 158,907 | 166,146 | |||||
Accounts payable and accrued expenses | 27,710 | 15,488 | |||||
Tenants’ security deposits | 7,101 | 7,065 | |||||
Other liabilities | 37,636 | 23,219 | |||||
Total liabilities | 1,700,457 | 1,694,643 | |||||
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; 114,311,788 and 113,992,837 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively | 11 | 11 | |||||
Additional paid-in capital | 1,440,754 | 1,441,080 | |||||
Dividends in excess of earnings | (265,565 | ) | (256,438 | ) | |||
Accumulated other comprehensive income | 751 | 3,561 | |||||
Total Retail Opportunity Investments Corp. stockholders’ equity | 1,175,951 | 1,188,214 | |||||
Non-controlling interests | 117,998 | 120,214 | |||||
Total equity | 1,293,949 | 1,308,428 | |||||
Total liabilities and equity | $ | 2,994,406 | $ | 3,003,071 | |||
RETAIL OPPORTUNITY INVESTMENTS CORP.
Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share data)
Three Months Ended March 31, | |||||||
2019 | 2018 | ||||||
Revenues | |||||||
Rental revenue | $ | 75,367 | $ | 71,538 | |||
Other income | 686 | 2,857 | |||||
Total revenues | 76,053 | 74,395 | |||||
Operating expenses | |||||||
Property operating | 11,061 | 10,478 | |||||
Property taxes | 8,238 | 7,819 | |||||
Depreciation and amortization | 24,761 | 25,217 | |||||
General and administrative expenses | 4,276 | 3,531 | |||||
Other expense | 93 | 69 | |||||
Total operating expenses | 48,429 | 47,114 | |||||
Gain on sale of real estate | 2,638 | — | |||||
Operating income | 30,262 | 27,281 | |||||
Non-operating expenses | |||||||
Interest expense and other finance expenses | (15,679 | ) | (15,457 | ) | |||
Net income | 14,583 | 11,824 | |||||
Net income attributable to non-controlling interests | (1,333 | ) | (1,122 | ) | |||
Net Income Attributable to Retail Opportunity Investments Corp. | $ | 13,250 | $ | 10,702 | |||
Earnings per share – basic and diluted | $ | 0.12 | $ | 0.09 | |||
Dividends per common share | $ | 0.1970 | $ | 0.1950 | |||
CALCULATION OF FUNDS FROM OPERATIONS
(Unaudited)
(In thousands)
Three Months Ended March 31, | |||||||
2019 | 2018 | ||||||
Net income attributable to ROIC | $ | 13,250 | $ | 10,702 | |||
Plus: Depreciation and amortization | 24,761 | 25,217 | |||||
Less: Gain on sale of real estate | (2,638 | ) | — | ||||
Funds from operations – basic | 35,373 | 35,919 | |||||
Net income attributable to non-controlling interests | 1,333 | 1,122 | |||||
Funds from operations – diluted | $ | 36,706 | $ | 37,041 | |||
SAME-CENTER CASH NET OPERATING INCOME ANALYSIS
(Unaudited)
(In thousands, except number of shopping centers and percentages)
Three Months Ended March 31, | ||||||||||||||||
2019 | 2018 | $ Change | % Change | |||||||||||||
Number of shopping centers included in same-center analysis | 87 | 87 | ||||||||||||||
Same-center occupancy | 97.8 | % | 97.5 | % | 0.3 | % | ||||||||||
Revenues: | ||||||||||||||||
Base rents | $ | 50,512 | $ | 48,593 | $ | 1,919 | 3.9 | % | ||||||||
Percentage rent | 84 | 110 | (26 | ) | (23.6 | )% | ||||||||||
Recoveries from tenants | 16,857 | 15,764 | 1,093 | 6.9 | % | |||||||||||
Other property income | 595 | 499 | 96 | 19.2 | % | |||||||||||
Bad debt (1) | (624 | ) | — | (624 | ) | N/A | ||||||||||
Total Revenues | 67,424 | 64,966 | 2,458 | 3.8 | % | |||||||||||
Operating Expenses | ||||||||||||||||
Property operating expenses | 10,943 | 10,182 | 761 | 7.5 | % | |||||||||||
Bad debt (1) | — | 79 | (79 | ) | N/A | |||||||||||
Property taxes | 8,042 | 7,644 | 398 | 5.2 | % | |||||||||||
Total Operating Expenses | 18,985 | 17,905 | 1,080 | 6.0 | % | |||||||||||
Same-Center Cash Net Operating Income | $ | 48,439 | $ | 47,061 | $ | 1,378 | 2.9 | % | ||||||||
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(1) | In connection with the adoption of the lease accounting standard ASU No. 2016-2, effective January 1, 2019, bad debt is now classified as an offset to revenue instead of being included in operating expenses. |
SAME-CENTER CASH NET OPERATING INCOME RECONCILIATION
(Unaudited)
(In thousands)
Three Months Ended March 31, | |||||||
2019 | 2018 | ||||||
GAAP operating income | $ | 30,262 | $ | 27,281 | |||
Depreciation and amortization | 24,761 | 25,217 | |||||
General and administrative expenses | 4,276 | 3,531 | |||||
Other expense | 93 | 69 | |||||
Gain on sale of real estate | (2,638 | ) | — | ||||
Property revenues and other expenses (1) | (7,432 | ) | (5,523 | ) | |||
Total Company cash NOI | 49,322 | 50,575 | |||||
Non same-center cash NOI | (883 | ) | (3,514 | ) | |||
Same-center cash NOI | $ | 48,439 | $ | 47,061 | |||
(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:
Carol Merriman, Investor Relations
858-255-7426
cmerriman@roireit.net
1st QUARTER 2019 SUPPLEMENTAL INFORMATION Retail Opportunity Investments Corporation 11250 El Camino Real, Suite 200 San Diego, CA 92130 www.roireit.net
Supplemental Disclosure Overview Quarter Ended March 31, 2019 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 March 31, 2019, ROIC owned 90 shopping centers encompassing approximately 10.3 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 S&P Global Ratings. 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. - 2 -
Supplemental Disclosure Table of Contents Quarter Ended March 31, 2019 Financial Data Page Balance Sheets……..……………………………………………………………..………………………………………………… 4 Income Statements .…………………………………………………………………………………..……..…………...………… 5 Funds From Operations …………………………………………………………………………………………………………… 6 Summary of Debt Outstanding .……………………………………………..…………………………………………………… 7 Selected Financial Analysis .……………………………………………………………………………………………………… 9 Portfolio Data Property Acquisitions and Dispositions ………………………….………………………...……………………………………… 10 Property Portfolio ………………………………………………….……………………………………………………………… 11 Same-Center Cash Net Operating Income Analysis……………………………………………………………………………… 14 Top Ten Tenants ………………….…………….………………….……………………………………………………………… 15 Lease Expiration Schedule ……………………..………………………..…….………………………………………………… 16 Leasing Summary ………………………………………………………..…................................................................................ 17 Same-Space Comparative Leasing Summary ………………………………………………………..…...................................... 18 Leased vs. Billed Summary ………………………………………………………..…............................................................. 19 Investor Information …………………………………………………………..…………………………………………………… 20 - 3 -
Supplemental Disclosure Balance Sheets Quarter Ended March 31, 2019 (unaudited, dollars in thousands, except par values and share amounts) 03/31/19 12/31/18 ASSETS: Real Estate Investments: Land $ 890,184 $ 894,240 Building and improvements 2,262,034 2,266,232 Less: accumulated depreciation (342,696) (329,207) Real Estate Investments, net 2,809,522 2,831,265 Cash and cash equivalents 9,649 6,076 Restricted cash 1,545 1,373 Tenant and other receivables, net 47,744 46,832 Acquired lease intangible assets, net 69,062 72,109 Prepaid expenses 2,958 4,194 Deferred charges, net 32,069 33,857 Other assets 21,857 7,365 TOTAL ASSETS $ 2,994,406 $ 3,003,071 LIABILITIES: Term loan $ 299,139 $ 299,076 Credit facility 139,904 153,689 Senior Notes 941,796 941,449 Mortgage notes payable 88,264 88,511 Acquired lease intangible liabilities, net 158,907 166,146 Accounts payable and accrued expenses 27,710 15,488 Tenants' security deposits 7,101 7,065 Other liabilities 37,636 23,219 TOTAL LIABILITIES 1,700,457 1,694,643 EQUITY: Common stock, $.0001 par value 500,000,000 shares authorized 11 11 Additional paid-in capital 1,440,754 1,441,080 Dividends in excess of earnings (265,565) (256,438) Accumulated other comprehensive income 751 3,561 Total Retail Opportunity Investments Corp. stockholders' equity 1,175,951 1,188,214 Non-controlling interests 117,998 120,214 TOTAL EQUITY 1,293,949 1,308,428 TOTAL LIABILITIES AND EQUITY $ 2,994,406 $ 3,003,071 The Company's Form 10-Q for the quarter ended March 31, 2019, and Form 10-K for the year ended December 31, 2018 should be read in conjunction with the above information. - 4 -
Supplemental Disclosure Income Statements Quarter Ended March 31, 2019 (in thousands, except per share amounts) 3 Months Ended (Unaudited) 12 Months End 03/31/19 03/31/18 03/31/19 REVENUES: Rental revenue $ 75,367 $ 71,538 $ 223,797 Other income 686 2,857 6,197 TOTAL REVENUES 76,053 74,395 295,798 OPERATING EXPENSES: Property operating 11,061 10,478 43,851 Property taxes 8,238 7,819 32,349 Depreciation and amortization 24,761 25,217 100,838 General and administrative expenses 4,276 3,531 14,918 Other expense 93 69 478 TOTAL OPERATING EXPENSES 48,429 47,114 192,434 Gain on sale of real estate 2,638 - 5,890 OPERATING INCOME 30,262 27,281 109,254 NON-OPERATING EXPENSES: Interest expense and other finance expenses (15,679) (15,457) (62,113) NET INCOME 14,583 11,824 47,141 NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS (1,333) (1,122) (4,405) NET INCOME ATTRIBUTABLE TO RETAIL OPPORTUNITY INVESTMENTS CORP. $ 13,250 $ 10,702 $ 42,736 NET INCOME PER COMMON SHARE - BASIC $ 0.12 $ 0.09 $ 0.38 NET INCOME PER COMMON SHARE - DILUTED $ 0.12 $ 0.09 $ 0.38 Weighted average common shares outstanding - basic 113,681 112,163 112,645 Weighted average common shares outstanding - diluted 125,441 124,127 124,559 The Company's Form 10-Q for the quarters ended March 31, 2019 and March 31, 2018 should be read in conjunction with the above information. In connection with the adoption of the lease accounting standard ASU No. 2016-2, effective January 1, 2019, previously capitalized internal leasing costs are now expensed and included in General and administrative expenses. These costs amounted to $344,000 for the three months ended March 31, 2018. In addition, bad debt is now classified as an offset to revenue instead of being included in Property operating expenses. - 5 -
Supplemental Disclosure Funds From Operations Quarter Ended March 31, 2019 (in thousands, except per share amounts) 3 Months Ended (Unaudited) 12 Months 03/31/19 03/31/18 03/31/19 Funds from Operations (FFO) (1) : Net income attributable to ROIC common stockholders $ 13,250 $ 10,702 $ 36,846 Plus: Depreciation and amortization expense 24,761 25,217 100,838 Less: Gain on sale of real estate (2,638) - (5,890) FUNDS FROM OPERATIONS - BASIC 35,373 35,919 131,794 Net income attributable to non-controlling interests 1,333 1,122 4,405 FUNDS FROM OPERATIONS - DILUTED $ 36,706 $ 37,041 $ 136,199 FUNDS FROM OPERATIONS PER SHARE - BASIC $ 0.31 $ 0.32 $ 1.17 FUNDS FROM OPERATIONS PER SHARE - DILUTED $ 0.29 $ 0.30 $ 1.09 Weighted average common shares outstanding - basic 113,681 112,163 112,645 Weighted average common shares outstanding - diluted 125,441 124,127 124,559 Common dividends per share $ 0.1970 $ 0.1950 $ 0.7800 FFO Payout Ratio 67.9% 65.0% 68.4% Additional Disclosures: Non Cash Expense (Income) Straight line rent $ (1,180) $ (1,471) $ (5,380) Above/below market rent amortization, net (6,478) (4,075) (13,965) Non-cash interest expense 301 535 1,674 Deferred financing costs and mortgage premiums, net 515 449 1,899 Stock based compensation 1,651 1,428 7,392 Capital Expenditures Tenant improvements $ 5,026 $ 3,107 $ 18,184 Leasing commissions 318 753 2,048 Building improvements (167) 361 2,371 Reimbursable property improvements 761 193 2,710 Pad and other development 1,593 1,017 3,540 Value enhancing tenant improvements 2,256 2,378 8,961 (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 March 31, 2019 (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 $ 7,120 5.32% 4.20% 06/01/22 0.5% Riverstone Marketplace 17,950 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 1,694 Total Mortgage Debt 88,264 4.34% 3.76% 5.1 Years (WA) 5.9% Unsecured Senior Notes: Senior Notes Due 2023 250,000 5.00% 5.21% 12/15/23 16.9% Senior Notes Due 2024 250,000 4.00% 4.21% 12/15/24 16.9% 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 16.9% Net unamortized discounts/deferred financing charges (8,204) Total Unsecured Senior Notes 941,796 4.30% 4.41% 6.6 Years (WA) 64.2% Term Loan: Interest rate swaps 100,000 3.69% 3.69% 8/31/2022 6.8% Interest rate swaps 200,000 2.84% 2.84% 8/31/2022 13.5% Total Term Loan 300,000 3.12% 3.12% 3.4 Years (WA) 20.3% Total Fixed Rate Debt 1,330,060 4.04% 4.08% 5.8 Years (WA) 90.4% Variable Rate Debt Credit Facility 142,000 3.50% 3.50% 09/08/21 (1) 9.6% Net unamortized deferred financing charges (2,096) Credit Facility, net 139,904 Term Loan 300,000 09/08/22 Net unamortized deferred financing charges (861) Term Loan, net 299,139 Interest rate swaps - Term loan (300,000) Total Variable Rate Debt 139,043 3.50% 3.50% 2.4 Years (WA) 9.6% TOTAL DEBT $ 1,469,103 3.99% 4.03% 5.5 Years (WA) 100.0% Net unamortized premiums on mortgages (1,954) Net unamortized discounts on notes 4,403 Net unamortized deferred financing charges 7,018 Total Principal Debt $ 1,478,570 (1) Does not include extension options available to ROIC. - 7 -
Supplemental Disclosure Summary of Debt Outstanding, continued Quarter Ended March 31, 2019 (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 2019 $ 413 $ - $ - $ - $ - $ 413 0.0% 2020 577 - - - - 577 0.0% (1) 2021 717 - 142,000 - - 142,717 9.7% 2022 1,003 23,129 - 300,000 - 324,132 21.9% 2023 686 - - - 250,000 250,686 17.0% 2024 708 26,000 - - 250,000 276,708 18.7% 2025 550 32,787 - - - 33,337 2.3% 2026 - - - - 200,000 200,000 13.5% 2027 - - - - 250,000 250,000 16.9% 2028 - - - - - - 0.0% $ 4,654 $ 81,916 $ 142,000 $ 300,000 $ 950,000 $ 1,478,570 100.0% Summary of Unencumbered/Encumbered Properties Number of Percentage Properties GLA of GLA Unencumbered properties 86 9,729,219 94.6% Encumbered properties 4 560,163 5.4% 90 10,289,382 100.0% Summary of Unsecured Debt/Secured Debt Percentage of Total Amount Principal Debt Unsecured principal debt $ 1,392,000 94.1% Secured principal debt 86,570 5.9% Total Principal Debt $ 1,478,570 100.0% (1) Does not include extension options available to ROIC. - 8 -
Supplemental Disclosure Selected Financial Analysis Quarter Ended March 31, 2019 (unaudited, in thousands, except per share amounts) 03/31/19 12/31/18 09/30/18 06/30/18 03/31/18 Debt coverage ratios, three months ending: Interest coverage ratio (EBITDA/interest expense) 3.4x 3.4x 3.3x 3.1x 3.4x Debt service coverage (EBITDA/(interest expense + scheduled principal payments)) 3.3x 3.4x 3.2x 3.1x 3.4x Net principal debt (Total principal debt less cash & equivalents)/Annualized EBITDA 7.3x 7.1x 7.2x 7.7x 7.1x Net principal debt (Total principal debt less cash & equivalents)/TTM EBITDA 7.1x 7.2x 7.2x 7.6x 7.5x Debt/equity ratios, at period end: Total principal debt/total market capitalization 40.5% 42.9% 38.7% 39.3% 40.8% Total principal debt/total equity market capitalization 68.2% 75.2% 63.2% 64.8% 68.8% Total principal debt/total book assets 49.4% 49.7% 48.9% 50.4% 49.4% Total principal debt/undepreciated book value 44.3% 44.8% 44.3% 46.0% 45.3% Secured principal debt/undepreciated book value 2.6% 2.6% 2.6% 2.9% 2.9% Market capitalization calculations, at period end: Common shares outstanding 113,681 113,441 113,431 112,165 112,165 Operating partnership units (OP units) outstanding 11,407 11,477 11,574 11,648 11,679 Common stock price per share $ 17.34 $ 15.88 $ 18.67 $ 19.16 $ 17.67 Total equity market capitalization $ 2,169,021 $ 1,983,698 $ 2,333,843 $ 2,372,268 $ 2,188,331 Total principal debt 1,478,570 1,492,708 1,473,841 1,537,827 1,505,503 TOTAL MARKET CAPITALIZATION $ 3,647,591 $ 3,476,406 $ 3,807,684 $ 3,910,095 $ 3,693,834 Unsecured Senior Notes Financial Covenants: (1) Total debt to total assets not to exceed 60% 46.1% 46.6% 46.2% 47.9% 47.2% Total secured debt to total assets not to exceed 40% 2.8% 2.8% 2.8% 3.1% 3.1% Total unencumbered assets to total unsecured debt not to be less than 150% 217.7% 215.0% 217.2% 207.6% 210.7% Consolidated income available for debt service to interest expense not to be less than 1.5:1 3.3x 3.3x 3.4x 3.5x 3.6x (1) Calculated in accordance with GAAP pursuant to underlying bond indentures. - 9 -
Supplemental Disclosure Property Acquisitions and Dispositions Quarter Ended March 31, 2019 (dollars in thousands) Dispositions Date Owned Shopping Centers Location Sold Sales Amount GLA 1Q 2019 Vancouver Market Center Vancouver, WA 02/15/19 $ 17,000 118,385 Total 2019 Dispositions $ 17,000 118,385 - 10 -
Supplemental Disclosure Property Portfolio Quarter Ended March 31, 2019 (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% $ 1,791 Grocery Outlet Supermarket, 99¢ Only Stores, Rite Aid Pharmacy Claremont Promenade * Claremont CA 09/23/10 92,297 98.8% 2,440 Super King Supermarket Gateway Village * Chino Hills CA 12/17/10 96,959 96.9% 2,918 Sprouts Market Seabridge Marketplace * Oxnard CA 05/31/12 98,348 97.4% 1,883 Safeway (Vons) Supermarket Glendora Shopping Center * Glendora CA 08/01/12 106,535 95.8% 1,345 Albertson's Supermarket Redondo Beach Plaza * Redondo Beach CA 12/28/12 110,509 100.0% 2,212 Safeway (Vons) Supermarket, Petco Diamond Bar Town Center * Diamond Bar CA 02/01/13 100,342 96.4% 2,264 Walmart Neighborhood Market, Crunch Fitness Diamond Hills Plaza * Diamond Bar CA 04/22/13 139,486 99.2% 3,661 H-Mart Supermarket, Rite Aid Pharmacy Plaza de la Cañada * La Cañada Flintridge CA 12/13/13 100,401 100.0% 2,685 Gelson's Supermarket, TJ Maxx, Rite Aid Pharmacy Fallbrook Shopping Center * Los Angeles CA 06/13/14 755,299 99.6% 13,020 Sprouts Market, Trader Joe's, Kroger (Ralph's) Supermarket(2), TJ Maxx Moorpark Town Center * Moorpark CA 12/03/14 133,547 95.5% 2,015 Kroger (Ralph's) Supermarket, CVS Pharmacy Ontario Plaza * Ontario CA 01/06/15 150,149 100.0% 2,364 El Super Supermarket, Rite Aid Pharmacy Park Oaks Shopping Center * Thousand Oaks CA 01/06/15 110,092 89.8% 2,511 Safeway (Vons) Supermarket, Dollar Tree Warner Plaza * Woodland Hills CA 12/31/15 110,918 99.7% 4,665 Sprouts Market, Kroger (Ralph's) Supermarket (2), Rite Aid Pharmacy (2) Magnolia Shopping Center * Santa Barbara CA 03/10/16 116,360 88.2% 2,096 Kroger (Ralph's) Supermarket Casitas Plaza Shopping Center * Carpinteria CA 03/10/16 105,118 97.7% 1,784 Albertson's Supermarket, CVS Pharmacy Bouquet Center * Santa Clarita CA 04/28/16 148,903 94.1% 3,164 Safeway (Vons) Supermarket, CVS Pharmacy, Ross Dress For Less North Ranch Shopping Center * Westlake Village CA 06/01/16 146,448 89.5% 4,685 Kroger (Ralph's) Supermarket, Trader Joe's, Rite Aid Pharmacy, Petco The Knolls * Long Beach CA 10/03/16 52,021 95.2% 1,268 Trader Joe's, Pet Food Express The Terraces * Rancho Palos Verdes CA 03/17/17 172,922 94.7% 3,448 Trader Joe's, Marshall's, LA Fitness Los Angeles metro area total 2,941,716 96.9% $ 62,219 Orange County metro area Santa Ana Downtown Plaza * Santa Ana CA 01/26/10 105,536 95.0% $ 2,165 Kroger (Food 4 Less) Supermarket, Marshall's Sycamore Creek * Corona CA 09/30/10 74,198 100.0% 1,905 Safeway (Vons) Supermarket, CVS Pharmacy (2) Desert Springs Marketplace * Palm Desert CA 02/17/11 113,718 96.3% 2,716 Kroger (Ralph's) Supermarket, Rite Aid Pharmacy Cypress Center West * Cypress CA 12/04/12 107,246 100.0% 2,059 Kroger (Ralph's) Supermarket, Rite Aid Pharmacy Harbor Place Center * Garden Grove CA 12/28/12 119,821 97.4% 1,738 AA Supermarket, Ross Dress For Less 5 Points Plaza * Huntington Beach CA 09/27/13 160,536 95.0% 4,238 Trader Joe's, Pier 1 Peninsula Marketplace * Huntington Beach CA 10/15/13 95,416 100.0% 2,502 Kroger (Ralph's) Supermarket, Planet Fitness Fullerton Crossroads * Fullerton CA 10/11/17 219,785 96.8% 3,220 Kroger (Ralph's) Supermarket, Kohl's, Jo-Ann Fabrics and Crafts The Village at Nellie Gail Ranch * Laguna Hills CA 11/30/17 89,041 98.7% 2,970 Smart & Final Extra Supermarket Orange Country metro area total 1,085,297 97.4% $ 23,513 San Diego metro area Marketplace Del Rio * Oceanside CA 01/03/11 177,203 91.3% $ 3,364 Stater Brothers Supermarket, Walgreens Renaissance Towne Centre * San Diego CA 08/03/11 53,012 100.0% 2,606 CVS Pharmacy Euclid Plaza * San Diego CA 03/29/12 77,044 95.4% 1,386 Vallarta Supermarket, Walgreens Bay Plaza * San Diego CA 10/05/12 73,324 99.9% 2,021 Seafood City Supermarket Bernardo Heights Plaza * Rancho Bernardo CA 02/06/13 37,729 100.0% 945 Sprouts Market Hawthorne Crossings * San Diego CA 06/27/13 141,288 96.3% 3,141 Mitsuwa Supermarket, Ross Dress For Less, Staples Creekside Plaza * Poway CA 02/28/14 128,852 97.1% 3,053 Stater Brothers Supermarket, AMC Theatres San Diego metro area total 688,452 95.9% $ 16,516 Southern California Totals 4,715,465 96.9% $ 102,248 (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 1Q 2019. - 11 -
Supplemental Disclosure Property Portfolio, continued Quarter Ended March 31, 2019 (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 01/06/11 135,962 97.8% 2,722 SaveMart (Lucky) Supermarket, Planet Fitness Country Club Gate Center * Pacific Grove CA 07/08/11 109,331 97.6% 2,095 SaveMart (Lucky) Supermarket, Rite Aid Pharmacy Marlin Cove Shopping Center * Foster City CA 05/04/12 73,943 100.0% 2,351 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% 2,727 Grocery Outlet Supermarket, Dollar Tree Granada Shopping Center * Livermore CA 06/27/13 69,325 100.0% 1,328 SaveMart (Lucky) Supermarket Country Club Village * San Ramon CA 11/26/13 111,093 100.0% 2,426 Walmart Neighborhood Market, CVS Pharmacy North Park Plaza * San Jose CA 04/30/14 76,697 98.7% 2,521 H-Mart Supermarket Winston Manor * South San Francisco CA 01/07/15 49,852 100.0% 1,592 Grocery Outlet Supermarket Jackson Square * Hayward CA 07/01/15 114,220 100.0% 2,205 Safeway Supermarket, CVS Pharmacy, 24 Hour Fitness Gateway Centre * San Ramon CA 09/01/15 112,553 98.9% 2,713 SaveMart (Lucky) Supermarket, Walgreens Iron Horse Plaza * Danville CA 12/04/15 62,007 100.0% 2,338 Lunardi's Market Monterey Center * Monterey CA 07/14/16 25,626 87.9% 946 Trader Joe's, Pharmaca Pharmacy Santa Rosa Southside Shopping Center * Santa Rosa CA 03/24/17 88,535 98.0% 1,625 REI, Cost Plus World Market Monta Loma Plaza * Mountain View CA 09/19/17 48,078 100.0% 1,458 Safeway Supermarket San Francisco metro area total 1,291,324 98.9% $ 31,070 Sacramento metro area Norwood Shopping Center * Sacramento CA 04/06/10 85,706 100.0% $ 1,357 Viva Supermarket, Rite Aid Pharmacy, Citi Trends Mills Shopping Center * Rancho Cordova CA 02/17/11 235,514 86.9% 2,560 Viva Supermarket, Ross Dress For Less (dd's Discounts), Dollar Tree Morada Ranch * Stockton CA 05/16/11 101,842 97.5% 2,263 Raleys Supermarket Green Valley Station * Cameron Park CA 06/15/12 52,245 82.3% 915 CVS Pharmacy Sacramento metro area total 475,307 91.0% $ 7,095 Northern California Totals 1,766,631 96.8% $ 38,165 (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 1Q 2019. - 12 -
Supplemental Disclosure Property Portfolio, continued Quarter Ended March 31, 2019 (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% $ 835 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% 2,455 PCC Community Markets, Rite Aid Pharmacy, Petco Hawks Prairie Shopping Center * Lacey WA 09/09/11 157,529 100.0% 1,867 Safeway Supermarket, Dollar Tree, Big Lots The Kress Building * Seattle WA 09/30/11 74,616 100.0% 1,961 IGA Supermarket, TJMaxx Gateway Shopping Center * Marysville WA 02/16/12 104,298 93.8% 2,479 WinCo Foods (2), Rite Aid Pharmacy, Ross Dress For Less Aurora Square * Shoreline WA 2012/2014 108,558 100.0% 1,757 Central Supermarket, Marshall's, Pier 1 Canyon Crossing * Puyallup WA 04/15/13 120,398 100.0% 2,789 Safeway Supermarket Crossroads Shopping Center * Bellevue WA 2010/2013 473,813 99.8% 10,690 Kroger (QFC) Supermarket, Bed Bath & Beyond, Dick's Sporting Goods Bellevue Marketplace * Bellevue WA 12/10/15 113,758 100.0% 3,293 Asian Family Market Four Corner Square * Maple Valley WA 12/21/15 119,560 100.0% 2,590 Grocery Outlet Supermarket, Walgreens, Johnsons Home & Garden Bridle Trails Shopping Center * Kirkland WA 10/17/16 108,377 100.0% 2,232 Grocery Outlet Supermarket, Bartell Drugs, Dollar Tree PCC Community Markets Plaza * Edmonds WA 01/25/17 34,459 100.0% 690 PCC Community Markets Highland Hill Shopping Center * Tacoma WA 05/09/17 163,926 100.0% 2,816 Safeway Supermarket, LA Fitness, Dollar Tree, Petco North Lynnwood Shopping Center * Lynnwood WA 10/19/17 63,606 95.8% 874 Kroger (QFC) Supermarket Stadium Center Tacoma WA 02/23/18 48,888 100.0% 1,029 Thriftway Supermarket Seattle metro area total 1,941,105 99.5% $ 39,831 Portland metro area Happy Valley Town Center * Happy Valley OR 07/14/10 138,662 100.0% $ 3,685 New Seasons Supermarket Wilsonville Old Town Square * Wilsonville OR 2010/2012 49,937 95.3% 1,753 Kroger (Fred Meyer) Supermarket (2) Cascade Summit Town Square * West Linn OR 08/20/10 94,934 100.0% 1,749 Safeway Supermarket Heritage Market Center * Vancouver WA 09/23/10 107,468 97.3% 1,694 Safeway Supermarket, Dollar Tree Division Crossing * Portland OR 12/22/10 103,561 100.0% 1,272 Rite Aid Pharmacy, Ross Dress For Less, Ace Hardware Halsey Crossing * Gresham OR 12/22/10 99,428 100.0% 1,379 24 Hour Fitness, Dollar Tree Hillsboro Market Center * Hillsboro OR 11/23/11 156,021 100.0% 2,580 Albertson's Supermarket, Dollar Tree, Ace Hardware Robinwood Shopping Center * West Linn OR 08/23/13 70,831 100.0% 1,064 Walmart Neighborhood Market Tigard Marketplace * Tigard OR 02/18/14 136,889 99.3% 2,014 H-Mart Supermarket, Bi-Mart Pharmacy Wilsonville Town Center * Wilsonville OR 12/11/14 167,829 100.0% 2,823 Safeway Supermarket, Rite Aid Pharmacy, Dollar Tree Tigard Promenade * Tigard OR 07/28/15 88,043 100.0% 1,479 Safeway Supermarket Sunnyside Village Square * Happy Valley OR 07/28/15 92,278 100.0% 1,577 Grocery Outlet Supermarket, 24 Hour Fitness, Ace Hardware Johnson Creek Center * Happy Valley OR 11/09/15 108,588 98.4% 2,269 Trader Joe's, Walgreens, Sportsman's Warehouse Rose City Center * Portland OR 09/15/16 60,680 100.0% 829 Safeway Supermarket Division Center * Portland OR 04/05/17 121,904 100.0% 1,951 Grocery Outlet Supermarket, Rite Aid Pharmacy, Petco Riverstone Marketplace * Vancouver WA 10/11/17 95,774 100.0% 2,198 Kroger (QFC) Supermarket King City Plaza King City OR 05/18/18 62,676 100.0% 982 Grocery Outlet Supermarket Portland metro area total 1,755,503 99.5% $ 31,298 Pacific Northwest Totals 3,696,608 99.5% $ 71,129 TOTAL SHOPPING CENTERS 10,178,704 97.8% $ 211,542 (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 1Q 2019. - 13 -
Supplemental Disclosure Same-Center Cash Net Operating Income Analysis Quarter Ended March 31, 2019 (unaudited, dollars in thousands) Three Months Ended 12 Months 03/31/19 03/31/18 $ Change % Change 03/31/19 03/31/18 Number of shopping centers included in same-center analysis (1) 87 87 78 78 Same-center occupancy 97.8% 97.5% 0.3% 97.6% 97.5% REVENUES: Base rents $ 50,512 $ 48,593 $ 1,919 3.9% $ 178,508 $ 173,340 Percentage rent 84 110 (26) (23.6%) 1,402 1,428 Recoveries from tenants 16,857 15,764 1,093 6.9% 57,579 54,963 Other property income 595 499 96 19.2% 2,425 3,711 Bad debt (2) (624) - (624) N/A TOTAL REVENUES 67,424 64,966 2,458 3.8% 239,914 233,442 OPERATING EXPENSES: Property operating expenses 10,943 10,182 761 7.5% 38,832 36,003 Bad debt (2) - 79 (79) N/A 863 1,597 Property taxes 8,042 7,644 398 5.2% 27,691 27,530 TOTAL OPERATING EXPENSES 18,985 17,905 1,080 6.0% 67,386 65,130 SAME-CENTER CASH NET OPERATING INCOME $ 48,439 $ 47,061 $ 1,378 2.9% $ 172,528 $ 168,312 SAME-CENTER CASH NET OPERATING INCOME RECONCILIATION GAAP Operating Income $ 30,262 $ 27,281 $ 109,254 $ 93,665 Depreciation and amortization 24,761 25,217 100,838 96,256 General and administrative expenses 4,276 3,531 14,918 14,103 Other expense 93 69 478 418 Gain on sale of real estate (2,638) - (5,890) - Property revenues and other expenses (3) (7,432) (5,523) (18,907) (22,492) TOTAL COMPANY CASH NET OPERATING INCOME 49,322 50,575 200,691 181,954 Non Same-Center Cash NOI (883) (3,514) (28,163) (13,642) SAME-CENTER CASH NET OPERATING INCOME $ 48,439 $ 47,061 $ 172,528 $ 168,312 (1) Same centers are those properties which were owned for the entirety of the current and comparable prior year period. (2) In connection with the adoption of the lease accounting standard ASU No. 2016-2, effective January 1, 2019, bad debt is now classified as an offset to revenue instead of being included in operating expenses. (3) 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 March 31, 2019 (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 9.5% $ 11,774 5.6% 2 Kroger Supermarkets 12 511,240 5.1% 7,385 3.5% 3 Rite Aid Pharmacy 14 266,921 2.7% 3,304 1.6% 4 JP Morgan Chase 22 98,473 1.0% 3,112 1.5% 5 Marshall's / TJMaxx 6 178,195 1.8% 2,819 1.3% 6 SaveMart Supermarkets 4 187,639 1.9% 2,813 1.3% 7 Sprouts Markets 4 159,163 1.6% 2,747 1.3% 8 Ross Dress For Less / dd's Discounts 7 191,703 1.9% 2,655 1.3% 9 Trader Joe's 8 96,714 1.0% 2,588 1.2% 10 H-Mart Supermarkets 3 147,040 1.5% 2,400 1.1% Top 10 Tenants Total 99 2,788,688 28.0% $ 41,597 19.7% Other Tenants 1,869 7,177,529 72.0% 170,468 80.3% Total Portfolio 1,968 9,966,217 100.0% $ 212,065 100.0% - 15 -
Supplemental Disclosure Lease Expiration Schedule Quarter Ended March 31, 2019 (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. 2019 5 148,870 1.5% $ 1,696 0.8% $ 11.39 2020 12 419,008 4.2% 4,734 2.2% 11.30 2021 14 425,104 4.3% 5,095 2.4% 11.99 2022 18 530,799 5.3% 7,043 3.3% 13.27 2023 26 836,758 8.4% 13,312 6.3% 15.91 2024 17 630,384 6.3% 9,820 4.6% 15.58 2025 11 367,230 3.7% 5,354 2.5% 14.58 2026 9 336,444 3.4% 4,699 2.2% 13.97 2027 8 212,350 2.1% 3,336 1.6% 15.71 2028 14 514,446 5.2% 9,342 4.4% 18.16 2029+ 27 1,054,068 10.6% 15,985 7.5% 15.16 161 5,475,461 55.0% $ 80,416 37.8% $ 14.69 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. 2019 149 262,274 2.6% $ 7,707 3.6% $ 29.39 2020 269 595,751 6.0% 16,677 7.9% 27.99 2021 305 644,197 6.5% 18,996 9.0% 29.49 2022 288 662,288 6.6% 19,784 9.3% 29.87 2023 269 629,741 6.3% 19,483 9.2% 30.94 2024 198 533,429 5.4% 15,165 7.2% 28.43 2025 66 222,509 2.2% 6,028 2.9% 27.09 2026 66 203,577 2.0% 6,106 2.9% 29.99 2027 58 193,918 1.9% 5,575 2.6% 28.75 2028 59 188,955 1.9% 6,439 3.0% 34.08 2029+ 80 354,117 3.6% 9,689 4.6% 27.36 1,807 4,490,756 45.0% $ 131,649 62.2% $ 29.32 All Tenants Number of Leased Percent of Total Percent of ABR Leases Expiring (2) GLA Total Leased GLA ABR Total ABR Per Sq. Ft. 2019 154 411,144 4.1% $ 9,403 4.4% $ 22.87 2020 281 1,014,759 10.2% 21,411 10.1% 21.10 2021 319 1,069,301 10.8% 24,091 11.4% 22.53 2022 306 1,193,087 11.9% 26,827 12.6% 22.49 2023 295 1,466,499 14.7% 32,795 15.5% 22.36 2024 215 1,163,813 11.7% 24,985 11.8% 21.47 2025 77 589,739 5.9% 11,382 5.4% 19.30 2026 75 540,021 5.4% 10,805 5.1% 20.01 2027 66 406,268 4.0% 8,911 4.2% 21.93 2028 73 703,401 7.1% 15,781 7.4% 22.44 2029+ 107 1,408,185 14.2% 25,674 12.1% 18.23 1,968 9,966,217 100.0% $ 212,065 100.0% $ 21.28 (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 March 31, 2019 For the Three Months Ended March 31, 2019 For the Three Months Ended M New Leases Non-Anchor Anchor Total Non-Anchor Anchor Number of Leases 27 - 27 27 - Gross Leasable Area (sq. ft.) 72,903 - 72,903 72,903 - Initial Base Rent ($/sq. ft.) (1) $ 28.23 $ - $ 28.23 $ 28.23 $ - Tenant Improvements ($/sq. ft.) $ 3.65 $ - $ 3.65 $ 3.65 #DIV/0! Leasing Commissions ($/sq. ft.) $ 2.77 $ - $ 2.77 $ 2.77 $ - Weighted Average Lease Term (Yrs.) (2) 7.0 - 7.0 7.0 - Renewals Non-Anchor Anchor Total Non-Anchor Anchor Number of Leases 77 4 81 77 4 Gross Leasable Area (sq. ft.) 129,339 109,415 238,754 129,339 109,415 Initial Base Rent ($/sq. ft.) (1) $ 32.71 $ 19.70 $ 26.75 $ 32.71 $ 19.70 Tenant Improvements ($/sq. ft.) $ 0.26 $ 1.80 $ 0.97 $ 0.26 $ - Leasing Commissions ($/sq. ft.) $ - $ - $ - $ - $ - Weighted Average Lease Term (Yrs.) (2) 4.8 8.1 6.3 4.8 8.1 Total Non-Anchor Anchor Total Non-Anchor Anchor Number of Leases 104 4 108 104 4 Gross Leasable Area (sq. ft.) 202,242 109,415 311,657 202,242 109,415 Initial Base Rent ($/sq. ft.) (1) $ 31.10 $ 19.70 $ 27.09 $ 31.10 $ 19.70 Tenant Improvements ($/sq. ft.) $ 1.48 $ 1.80 $ 1.59 $ 1.48 $ 1.80 Leasing Commissions ($/sq. ft.) $ 1.00 $ - $ 0.65 $ 1.00 $ - Weighted Average Lease Term (Yrs.) (2) 5.6 8.1 6.5 5.6 8.1 (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 March 31, 2019 For the Three Months Ended March 31, 2019 For the Three Months Ended M New Leases Non-Anchor Anchor Total Non-Anchor Anchor Comparative # of Leases 19 - 19 19 - Comparative GLA (sq. ft.) (1) 39,759 - 39,759 39,759 - Prior Base Rent ($/sq. ft.) (2) $ 23.73 $ - $ 23.73 $ 23.73 $ - Initial Base Rent ($/sq. ft.) $ 31.02 $ - $ 31.02 $ 31.02 $ - Percentage Change in Base Rents 30.7% - 30.7% 30.7% 0.0% Tenant Improvements ($/sq. ft.) $ 4.78 $ - $ 4.78 $ 4.78 #DIV/0! Leasing Commissions ($/sq. ft.) $ 4.38 $ - $ 4.38 $ 4.38 $ - Weighted Average Lease Term (Yrs.) (3) 7.4 - 7.4 7.4 - Renewals Non-Anchor Anchor Total Non-Anchor Anchor Comparative # of Leases 77 4 81 77 4 Comparative GLA (sq. ft.) 129,339 109,415 238,754 129,339 109,415 Prior Base Rent ($/sq. ft.) (2) $ 30.52 $ 15.84 $ 23.79 $ 30.52 $ 15.84 Initial Base Rent ($/sq. ft.) $ 32.71 $ 19.70 $ 26.75 $ 32.71 $ 19.70 Percentage Change in Base Rents 7.2% 24.3% 12.4% 7.2% 24.3% Tenant Improvements ($/sq. ft.) $ 0.26 $ 1.80 $ 0.97 $ 0.26 $ 1.80 Leasing Commissions ($/sq. ft.) $ - $ - $ - $ - $ - Weighted Average Lease Term (Yrs.) (3) 4.8 8.1 6.3 4.8 8.1 Total Non-Anchor Anchor Total Non-Anchor Anchor Comparative # of Leases 96 4 100 96 4 Comparative GLA (sq. ft.) (1) 169,098 109,415 278,513 169,098 109,415 Prior Base Rent ($/sq. ft.) (2) $ 28.92 $ 15.84 $ 23.78 $ 28.92 $ 15.84 Initial Base Rent ($/sq. ft.) $ 32.32 $ 19.70 $ 27.36 $ 32.32 $ 19.70 Percentage Change in Base Rents 11.7% 24.3% 15.0% 11.7% 24.3% Tenant Improvements ($/sq. ft.) $ 1.32 $ 1.80 $ 1.51 $ 1.32 $ 1.80 Leasing Commissions ($/sq. ft.) $ 1.03 $ - $ 0.62 $ 1.03 $ - Weighted Average Lease Term (Yrs.) (3) 5.4 8.1 6.5 5.4 8.1 (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 Leased vs. Billed Summary Quarter Ended March 31, 2019 (dollars in thousands) 03/31/19 % leased at beginning of quarter 97.7% % billed at beginning of quarter 94.9% ABR of new leases signed/not yet commenced - at beginning of quarter $ 6,804 less: ABR of new leases commenced during quarter (2,010) plus: ABR of new leases signed during quarter 1,726 ABR of new leases signed/not yet commenced - at end of quarter $ 6,520 % leased at end of quarter 97.8% % billed at end of quarter 95.2% ABR of new leases commenced during quarter - actual cash received $ 283 - 19 -
Supplemental Disclosure Investor Information Quarter Ended March 31, 2019 Retail Opportunity Investments Corp. www.roireit.net Investor Relations: Transfer Agent: NASDAQ: ROIC Carol Merriman Constance Adams 11250 El Camino Real, Suite 200 cmerriman@roireit.net ComputerShare San Diego, CA 92130 858.255.7426 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 - 20 -