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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2023
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission file number 001-33749
RETAIL OPPORTUNITY INVESTMENTS CORP.
RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP
(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | |
Maryland | (Retail Opportunity Investments Corp.) | | 26-0500600 | (Retail Opportunity Investments Corp.) |
Delaware | (Retail Opportunity Investments Partnership, LP) | | 94-2969738 | (Retail Opportunity Investments Partnership, LP) |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | | | | | | | | | | | | | | | | |
11250 El Camino Real | | | |
Suite 200 | | | | |
San Diego, | California | | | 92130 |
(Address of Principal Executive Offices) | | | (Zip Code) |
(858) 677-0900
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| | | | | | | | | | | | | | |
Retail Opportunity Investments Corp. | Yes | ☒ | No | ☐ |
Retail Opportunity Investments Partnership, LP | Yes | ☒ | No | ☐ |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). | | | | | | | | | | | | | | |
Retail Opportunity Investments Corp. | Yes | ☒ | No | ☐ |
Retail Opportunity Investments Partnership, LP | Yes | ☒ | No | ☐ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Retail Opportunity Investments Corp. | | | | | | | | | | | | | | | | | | | | | | | |
Large accelerated filer | ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
Emerging growth company | ☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
Retail Opportunity Investments Partnership, LP | | | | | | | | | | | | | | | | | | | | | | | |
Large accelerated filer | ☐ | Accelerated filer | ☐ | Non-accelerated filer | ☒ | Smaller reporting company | ☐ |
Emerging growth company | ☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | | | | | | | | | | | | | | |
Retail Opportunity Investments Corp. | Yes | ☐ | No | ☒ |
Retail Opportunity Investments Partnership, LP | Yes | ☐ | No | ☒ |
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | |
Name of Registrant | Title of each class | Trading Symbol | Name of each exchange on which registered |
Retail Opportunity Investments Corp. | Common Stock, par value $0.0001 per share | ROIC | NASDAQ |
Retail Opportunity Investments Partnership, LP | None | None | None |
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: 126,024,887 shares of common stock, par value $0.0001 per share, of Retail Opportunity Investments Corp. outstanding as of April 20, 2023.
EXPLANATORY PARAGRAPH
This report combines the quarterly reports on Form 10-Q for the quarter ended March 31, 2023 of Retail Opportunity Investments Corp., a Maryland corporation (“ROIC”), and Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), of which ROIC is the parent company and general partner. Unless otherwise indicated or unless the context requires otherwise, all references in this report to “the Company,” “we,” “us,” “our,” or “our company” refer to ROIC together with its consolidated subsidiaries, including the Operating Partnership. Unless otherwise indicated or unless the context requires otherwise, all references in this report to “the Operating Partnership” refer to Retail Opportunity Investments Partnership, LP together with its consolidated subsidiaries.
ROIC operates as a real estate investment trust and as of March 31, 2023, ROIC owned an approximate 93.6% partnership interest in the Operating Partnership. Retail Opportunity Investments GP, LLC, ROIC’s wholly-owned subsidiary, is the sole general partner of the Operating Partnership, and as the parent company, ROIC has the full and complete authority over the Operating Partnership’s day-to-day management and control.
The Company believes that combining the quarterly reports on Form 10-Q of ROIC and the Operating Partnership into a single report will result in the following benefits:
•facilitate a better understanding by the investors of ROIC and the Operating Partnership by enabling them to view the business as a whole in the same manner as management views and operates the business;
•remove duplicative disclosures and provide a more straightforward presentation in light of the fact that a substantial portion of the disclosure applies to both ROIC and the Operating Partnership; and
•create time and cost efficiencies through the preparation of one combined report instead of two separate reports.
Management operates ROIC and the Operating Partnership as one enterprise. The management of ROIC and the Operating Partnership are the same.
There are a few differences between ROIC and the Operating Partnership, which are reflected in the disclosures in this report. The Company believes it is important to understand the differences between ROIC and the Operating Partnership in the context of how these entities operate as an interrelated consolidated company. ROIC is a real estate investment trust, whose only material asset is its ownership of direct or indirect partnership interests in the Operating Partnership and membership interest in Retail Opportunity Investments GP, LLC, which is the sole general partner of the Operating Partnership. As a result, ROIC does not conduct business itself, other than acting as the parent company of the Operating Partnership and issuing equity from time to time. The Operating Partnership holds substantially all the assets of the Company and directly or indirectly holds the ownership interests in the Company’s real estate ventures. The Operating Partnership conducts the operations of the Company’s business and is structured as a partnership with no publicly traded equity. Except for net proceeds from equity issuances by ROIC, which are contributed to the Operating Partnership, the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations, by the Operating Partnership’s incurrence of indebtedness (directly and through subsidiaries) or through the issuance of operating partnership units (“OP Units”).
Non-controlling interests is the primary area of difference between the Consolidated Financial Statements for ROIC and the Operating Partnership. The OP Units in the Operating Partnership that are not owned by ROIC are accounted for as partners’ capital in the Operating Partnership’s financial statements and as non-controlling interests in ROIC’s financial statements. Accordingly, this report presents the Consolidated Financial Statements for ROIC and the Operating Partnership separately, as required, as well as Earnings Per Share / Earnings Per Unit and Capital of the Operating Partnership.
This report also includes separate Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources, Item 4. Controls and Procedures sections and separate Chief Executive Officer and Chief Financial Officer certifications for each of ROIC and the Operating Partnership as reflected in Exhibits 31 and 32.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
RETAIL OPPORTUNITY INVESTMENTS CORP.
Consolidated Balance Sheets
(In thousands, except share data) | | | | | | | | | | | |
| March 31, 2023 (unaudited) | | December 31, 2022 |
ASSETS | | | |
Real Estate Investments: | | | |
Land | $ | 958,300 | | | $ | 958,236 | |
Building and improvements | 2,455,644 | | | 2,452,857 | |
| 3,413,944 | | | 3,411,093 | |
Less: accumulated depreciation | 593,277 | | | 578,593 | |
| 2,820,667 | | | 2,832,500 | |
Mortgage note receivable | 4,764 | | | 4,786 | |
Real Estate Investments, net | 2,825,431 | | | 2,837,286 | |
Cash and cash equivalents | 11,536 | | | 5,598 | |
Restricted cash | 2,132 | | | 1,861 | |
Tenant and other receivables, net | 59,298 | | | 57,546 | |
Deposits | 500 | | | 500 | |
Acquired lease intangible assets, net | 50,410 | | | 52,428 | |
Prepaid expenses | 4,219 | | | 5,957 | |
Deferred charges, net | 31,576 | | | 26,683 | |
Other assets | 16,411 | | | 16,420 | |
Total assets | $ | 3,001,513 | | | $ | 3,004,279 | |
| | | |
LIABILITIES AND EQUITY | | | |
Liabilities: | | | |
Term loan | $ | 299,344 | | | $ | 299,253 | |
Credit facility | 67,000 | | | 88,000 | |
Senior Notes | 947,260 | | | 946,849 | |
Mortgage notes payable | 60,699 | | | 60,917 | |
Acquired lease intangible liabilities, net | 148,769 | | | 152,117 | |
Accounts payable and accrued expenses | 54,628 | | | 22,885 | |
Tenants’ security deposits | 7,832 | | | 7,701 | |
Other liabilities | 43,087 | | | 41,959 | |
Total liabilities | 1,628,619 | | | 1,619,681 | |
| | | |
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; 125,024,887 and 124,538,811 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively | 12 | | | 12 | |
Additional paid-in capital | 1,612,150 | | | 1,612,126 | |
Accumulated dividends in excess of earnings | (326,686) | | | (315,984) | |
Accumulated other comprehensive income | 9 | | | 14 | |
Total Retail Opportunity Investments Corp. stockholders’ equity | 1,285,485 | | | 1,296,168 | |
Non-controlling interests | 87,409 | | | 88,430 | |
Total equity | 1,372,894 | | | 1,384,598 | |
Total liabilities and equity | $ | 3,001,513 | | | $ | 3,004,279 | |
See accompanying notes to consolidated financial statements.
RETAIL OPPORTUNITY INVESTMENTS CORP.
Consolidated Statements of Operations and Comprehensive Income
(Unaudited)
(In thousands, except share data)
| | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | | | | 2023 | | 2022 |
Revenues | | | | | | | |
Rental revenue | | | | | $ | 78,999 | | | $ | 75,037 | |
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Other income | | | | | 297 | | | 1,436 | |
Total revenues | | | | | 79,296 | | | 76,473 | |
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Operating expenses | | | | | | | |
Property operating | | | | | 14,202 | | | 12,091 | |
Property taxes | | | | | 8,844 | | | 8,520 | |
Depreciation and amortization | | | | | 25,104 | | | 23,762 | |
General and administrative expenses | | | | | 5,320 | | | 5,240 | |
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Other expense | | | | | 172 | | | 179 | |
Total operating expenses | | | | | 53,642 | | | 49,792 | |
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Operating income | | | | | 25,654 | | | 26,681 | |
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Non-operating expenses | | | | | | | |
Interest expense and other finance expenses | | | | | (16,958) | | | (14,215) | |
Net income | | | | | 8,696 | | | 12,466 | |
Net income attributable to non-controlling interests | | | | | (554) | | | (825) | |
Net Income Attributable to Retail Opportunity Investments Corp. | | | | | $ | 8,142 | | | $ | 11,641 | |
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Earnings per share – basic and diluted | | | | | $ | 0.06 | | | $ | 0.09 | |
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Dividends per common share | | | | | $ | 0.15 | | | $ | 0.13 | |
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Comprehensive income: | | | | | | | |
Net income | | | | | $ | 8,696 | | | $ | 12,466 | |
Other comprehensive (loss) income: | | | | | | | |
Unrealized swap derivative gain arising during the period | | | | | 11 | | | 808 | |
Reclassification adjustment for amortization of interest expense included in net income | | | | | (16) | | | 1,395 | |
Other comprehensive (loss) income: | | | | | (5) | | | 2,203 | |
Comprehensive income | | | | | 8,691 | | | 14,669 | |
Comprehensive income attributable to non-controlling interests | | | | | (554) | | | (969) | |
Comprehensive income attributable to Retail Opportunity Investments Corp. | | | | | $ | 8,137 | | | $ | 13,700 | |
See accompanying notes to consolidated financial statements.
RETAIL OPPORTUNITY INVESTMENTS CORP.
Consolidated Statements of Equity
(Unaudited)
(In thousands, except share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Additional paid-in capital | | Accumulated dividends in excess of earnings | | Accumulated other comprehensive income | | Non- controlling interests | | Equity |
| Shares | | Amount | | | | | |
Balance at December 31, 2022 | 124,538,811 | | | $ | 12 | | | $ | 1,612,126 | | | $ | (315,984) | | | $ | 14 | | | $ | 88,430 | | | $ | 1,384,598 | |
Shares issued under the Equity Incentive Plan | 697,691 | | | — | | | 32 | | | — | | | — | | | — | | | 32 | |
Shares withheld for employee taxes | (211,615) | | | — | | | (3,181) | | | — | | | — | | | — | | | (3,181) | |
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Stock based compensation expense | — | | | — | | | 2,840 | | | — | | | — | | | 87 | | | 2,927 | |
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Adjustment to non-controlling interests ownership in Operating Partnership | — | | | — | | | 343 | | | — | | | — | | | (343) | | | — | |
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Registration expenditures | — | | | — | | | (10) | | | — | | | — | | | — | | | (10) | |
Cash dividends ($0.15 per share) | — | | | — | | | — | | | (18,753) | | | — | | | (1,267) | | | (20,020) | |
Dividends payable to officers | — | | | — | | | — | | | (91) | | | — | | | (52) | | | (143) | |
Net income attributable to Retail Opportunity Investments Corp. | — | | | — | | | — | | | 8,142 | | | — | | | — | | | 8,142 | |
Net income attributable to non-controlling interests | — | | | — | | | — | | | — | | | — | | | 554 | | | 554 | |
Other comprehensive loss | — | | | — | | | — | | | — | | | (5) | | | — | | | (5) | |
Balance at March 31, 2023 | 125,024,887 | | | $ | 12 | | | $ | 1,612,150 | | | $ | (326,686) | | | $ | 9 | | | $ | 87,409 | | | $ | 1,372,894 | |
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| Common Stock | | Additional paid-in capital | | Accumulated dividends in excess of earnings | | Accumulated other comprehensive loss | | Non- controlling interests | | Equity |
| Shares | | Amount | | | | | |
Balance at December 31, 2021 | 122,685,266 | | | $ | 12 | | | $ | 1,577,837 | | | $ | (297,801) | | | $ | (3,154) | | | $ | 89,459 | | | $ | 1,366,353 | |
Shares issued under the Equity Incentive Plan | 406,106 | | | — | | | 302 | | | — | | | — | | | — | | | 302 | |
Shares withheld for employee taxes | (122,658) | | | — | | | (2,405) | | | — | | | — | | | — | | | (2,405) | |
Cancellation of restricted stock | (10,649) | | | — | | | — | | | — | | | — | | | — | | | — | |
Stock based compensation expense | — | | | — | | | 2,572 | | | — | | | — | | | — | | | 2,572 | |
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Redemption of OP Units | 50,000 | | | — | | | 978 | | | — | | | — | | | (978) | | | — | |
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Adjustment to non-controlling interests ownership in Operating Partnership | — | | | — | | | (2,668) | | | — | | | — | | | 2,668 | | | — | |
Proceeds from the issuance of common stock | 724,279 | | | — | | | 14,211 | | | — | | | — | | | — | | | 14,211 | |
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Registration expenditures | — | | | — | | | (172) | | | — | | | — | | | — | | | (172) | |
Cash dividends ($0.13 per share) | — | | | — | | | — | | | (16,009) | | | — | | | (1,130) | | | (17,139) | |
Dividends payable to officers | — | | | — | | | — | | | (110) | | | — | | | — | | | (110) | |
Net income attributable to Retail Opportunity Investments Corp. | — | | | — | | | — | | | 11,641 | | | — | | | — | | | 11,641 | |
Net income attributable to non-controlling interests | — | | | — | | | — | | | — | | | — | | | 825 | | | 825 | |
Other comprehensive income | — | | | — | | | — | | | — | | | 2,059 | | | 144 | | | 2,203 | |
Balance at March 31, 2022 | 123,732,344 | | | $ | 12 | | | $ | 1,590,655 | | | $ | (302,279) | | | $ | (1,095) | | | $ | 90,988 | | | $ | 1,378,281 | |
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See accompanying notes to consolidated financial statements.
RETAIL OPPORTUNITY INVESTMENTS CORP.
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands) | | | | | | | | | | | |
| Three Months Ended March 31, |
| 2023 | | 2022 |
CASH FLOWS FROM OPERATING ACTIVITIES | | | |
Net income | $ | 8,696 | | | $ | 12,466 | |
Adjustments to reconcile net income to cash provided by operating activities: | | | |
Depreciation and amortization | 25,104 | | | 23,762 | |
Amortization of deferred financing costs and mortgage discounts and premiums, net | 742 | | | 543 | |
Straight-line rent adjustment | (347) | | | (451) | |
Amortization of above and below market rent | (2,864) | | | (3,057) | |
Amortization relating to stock based compensation | 2,927 | | | 2,572 | |
Provisions for tenant credit losses | 1,023 | | | 628 | |
Other noncash interest income | (14) | | | (14) | |
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Change in operating assets and liabilities: | | | |
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Tenant and other receivables | (2,503) | | | 777 | |
Prepaid expenses | 1,738 | | | 1,543 | |
Accounts payable and accrued expenses | 9,278 | | | 6,795 | |
Other assets and liabilities, net | 667 | | | 2,207 | |
Net cash provided by operating activities | 44,447 | | | 47,771 | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | |
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Improvements to properties | (8,026) | | | (16,031) | |
Deposits on real estate acquisitions, net | — | | | (1,000) | |
Proceeds on repayment of mortgage note receivable | 22 | | | 22 | |
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Net cash used in investing activities | (8,004) | | | (17,009) | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | |
Principal repayments on mortgages | (174) | | | (23,639) | |
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Proceeds from draws on credit facility | 2,000 | | | 24,000 | |
Payments on credit facility | (23,000) | | | (14,000) | |
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Distributions to OP Unitholders | — | | | (1,840) | |
Deferred financing and other costs | (5,604) | | | — | |
Proceeds from the sale of common stock | — | | | 14,211 | |
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Registration expenditures | (10) | | | (351) | |
Dividends paid to common stockholders | (297) | | | (22,050) | |
Common shares issued under the Equity Incentive Plan | 32 | | | 302 | |
Shares withheld for employee taxes | (3,181) | | | (2,405) | |
Net cash used in financing activities | (30,234) | | | (25,772) | |
Net increase in cash, cash equivalents and restricted cash | 6,209 | | | 4,990 | |
Cash, cash equivalents and restricted cash at beginning of period | 7,459 | | | 15,363 | |
Cash, cash equivalents and restricted cash at end of period | $ | 13,668 | | | $ | 20,353 | |
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Other non-cash investing and financing activities increase (decrease): | | | |
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Interest rate swap asset | $ | 211 | | | $ | — | |
Interest rate swap liability | $ | 203 | | | $ | (2,218) | |
Accrued real estate improvement costs | $ | 5,937 | | | $ | 5,840 | |
Equity redemption of OP Units | $ | — | | | $ | 978 | |
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Dividends and distributions payable | $ | 20,714 | | | $ | 17,578 | |
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows:
| | | | | | | | | | | |
| Three Months Ended March 31, |
| 2023 | | 2022 |
Cash and cash equivalents | $ | 11,536 | | | $ | 17,867 | |
Restricted cash | 2,132 | | | 2,486 | |
Total cash, cash equivalents and restricted cash shown in Statements of Cash Flows | $ | 13,668 | | | $ | 20,353 | |
See accompanying notes to consolidated financial statements.
RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP
Consolidated Balance Sheets
(In thousands)
| | | | | | | | | | | |
| March 31, 2023 (unaudited) | | December 31, 2022 |
ASSETS | | | |
Real Estate Investments: | | | |
Land | $ | 958,300 | | | $ | 958,236 | |
Building and improvements | 2,455,644 | | | 2,452,857 | |
| 3,413,944 | | | 3,411,093 | |
Less: accumulated depreciation | 593,277 | | | 578,593 | |
| 2,820,667 | | | 2,832,500 | |
Mortgage note receivable | 4,764 | | | 4,786 | |
Real Estate Investments, net | 2,825,431 | | | 2,837,286 | |
Cash and cash equivalents | 11,536 | | | 5,598 | |
Restricted cash | 2,132 | | | 1,861 | |
Tenant and other receivables, net | 59,298 | | | 57,546 | |
Deposits | 500 | | | 500 | |
Acquired lease intangible assets, net | 50,410 | | | 52,428 | |
Prepaid expenses | 4,219 | | | 5,957 | |
Deferred charges, net | 31,576 | | | 26,683 | |
Other assets | 16,411 | | | 16,420 | |
Total assets | $ | 3,001,513 | | | $ | 3,004,279 | |
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LIABILITIES AND CAPITAL | | | |
Liabilities: | | | |
Term loan | $ | 299,344 | | | $ | 299,253 | |
Credit facility | 67,000 | | | 88,000 | |
Senior Notes | 947,260 | | | 946,849 | |
Mortgage notes payable | 60,699 | | | 60,917 | |
Acquired lease intangible liabilities, net | 148,769 | | | 152,117 | |
Accounts payable and accrued expenses | 54,628 | | | 22,885 | |
Tenants’ security deposits | 7,832 | | | 7,701 | |
Other liabilities | 43,087 | | | 41,959 | |
Total liabilities | 1,628,619 | | | 1,619,681 | |
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Commitments and contingencies | | | |
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Capital: | | | |
Partners’ capital, unlimited partnership units authorized: | | | |
ROIC capital | 1,285,476 | | | 1,296,154 | |
Limited partners’ capital | 87,408 | | | 88,429 | |
Accumulated other comprehensive income | 10 | | | 15 | |
Total capital | 1,372,894 | | | 1,384,598 | |
Total liabilities and capital | $ | 3,001,513 | | | $ | 3,004,279 | |
See accompanying notes to consolidated financial statements.
RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP
Consolidated Statements of Operations and Comprehensive Income
(Unaudited)
(In thousands, except unit data)
| | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | | | | 2023 | | 2022 |
Revenues | | | | | | | |
Rental revenue | | | | | $ | 78,999 | | | $ | 75,037 | |
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Other income | | | | | 297 | | | 1,436 | |
Total revenues | | | | | 79,296 | | | 76,473 | |
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Operating expenses | | | | | | | |
Property operating | | | | | 14,202 | | | 12,091 | |
Property taxes | | | | | 8,844 | | | 8,520 | |
Depreciation and amortization | | | | | 25,104 | | | 23,762 | |
General and administrative expenses | | | | | 5,320 | | | 5,240 | |
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Other expense | | | | | 172 | | | 179 | |
Total operating expenses | | | | | 53,642 | | | 49,792 | |
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Operating income | | | | | 25,654 | | | 26,681 | |
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Non-operating expenses | | | | | | | |
Interest expense and other finance expenses | | | | | (16,958) | | | (14,215) | |
Net Income Attributable to Retail Opportunity Investments Partnership, LP | | | | | $ | 8,696 | | | $ | 12,466 | |
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Earnings per unit - basic and diluted | | | | | $ | 0.06 | | | $ | 0.09 | |
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Distributions per unit | | | | | $ | 0.15 | | | $ | 0.13 | |
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Comprehensive income: | | | | | | | |
Net income attributable to Retail Opportunity Investments Partnership, LP | | | | | $ | 8,696 | | | $ | 12,466 | |
Other comprehensive (loss) income: | | | | | | | |
Unrealized swap derivative gain arising during the period | | | | | 11 | | | 808 | |
Reclassification adjustment for amortization of interest expense included in net income | | | | | (16) | | | 1,395 | |
Other comprehensive (loss) income: | | | | | (5) | | | 2,203 | |
Comprehensive income attributable to Retail Opportunity Investments Partnership, LP | | | | | $ | 8,691 | | | $ | 14,669 | |
See accompanying notes to consolidated financial statements.
RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP
Consolidated Statements of Partners’ Capital (continued)
(Unaudited)
(In thousands, except unit data)
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| Limited Partner’s Capital (1) | | ROIC Capital (2) | | Accumulated other comprehensive income | | |
| Units | | Amount | | Units | | Amount | | | Capital |
Balance at December 31, 2022 | 8,447,117 | | | $ | 88,429 | | | 124,538,811 | | | $ | 1,296,154 | | | $ | 15 | | | $ | 1,384,598 | |
OP Units issued under the Equity Incentive Plan | — | | | — | | | 697,691 | | | 32 | | | — | | | 32 | |
OP Units withheld for employee taxes | — | | | — | | | (211,615) | | | (3,181) | | | — | | | (3,181) | |
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Stock based compensation expense | — | | | 87 | | | — | | | 2,840 | | | — | | | 2,927 | |
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Adjustment to non-controlling interests ownership in Operating Partnership | — | | | (343) | | | — | | | 343 | | | — | | | — | |
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Registration expenditures | — | | | — | | | — | | | (10) | | | — | | | (10) | |
Cash distributions ($0.15 per unit) | — | | | (1,267) | | | — | | | (18,753) | | | — | | | (20,020) | |
Distributions payable to officers | — | | | (52) | | | — | | | (91) | | | — | | | (143) | |
Net income attributable to Retail Opportunity Investments Partnership, LP | — | | | 554 | | | — | | | 8,142 | | | — | | | 8,696 | |
Other comprehensive loss | — | | | — | | | — | | | — | | | (5) | | | (5) | |
Balance at March 31, 2023 | 8,447,117 | | | $ | 87,408 | | | 125,024,887 | | | $ | 1,285,476 | | | $ | 10 | | | $ | 1,372,894 | |
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| Limited Partner’s Capital (1) | | ROIC Capital (2) | | Accumulated other comprehensive loss | | |
| Units | | Amount | | Units | | Amount | | | Capital |
Balance at December 31, 2021 | 8,542,097 | | | $ | 89,680 | | | 122,685,266 | | | $ | 1,280,048 | | | $ | (3,375) | | | $ | 1,366,353 | |
OP Units issued under the Equity Incentive Plan | 201,860 | | | — | | | 406,106 | | | 302 | | | — | | | 302 | |
OP Units withheld for employee taxes | — | | | — | | | (122,658) | | | (2,405) | | | — | | | (2,405) | |
Cancellation of OP Units | — | | | — | | | (10,649) | | | — | | | — | | | — | |
Stock based compensation expense | — | | | — | | | — | | | 2,572 | | | — | | | 2,572 | |
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Equity redemption of OP Units | (50,000) | | | (978) | | | 50,000 | | | 978 | | | — | | | — | |
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Adjustment to non-controlling interests ownership in Operating Partnership | — | | | 2,668 | | | — | | | (2,668) | | | — | | | — | |
Issuance of OP Units in connection with sale of common stock | — | | | — | | | 724,279 | | | 14,211 | | | — | | | 14,211 | |
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Registration expenditures | — | | | — | | | — | | | (172) | | | — | | | (172) | |
Cash distributions ($0.13 per unit) | — | | | (1,130) | | | — | | | (16,009) | | | — | | | (17,139) | |
Distributions payable to officers | — | | | — | | | — | | | (110) | | | — | | | (110) | |
Net income attributable to Retail Opportunity Investments Partnership, LP | — | | | 825 | | | — | | | 11,641 | | | — | | | 12,466 | |
Other comprehensive income | — | | | — | | | — | | | — | | | 2,203 | | | 2,203 | |
Balance at March 31, 2022 | 8,693,957 | | | $ | 91,065 | | | 123,732,344 | | | $ | 1,288,388 | | | $ | (1,172) | | | $ | 1,378,281 | |
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1.Consists of limited partnership interests held by third parties.
2.Consists of general and limited partnership interests held by ROIC.
See accompanying notes to consolidated financial statements.
RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands) | | | | | | | | | | | |
| Three Months Ended March 31, |
| 2023 | | 2022 |
CASH FLOWS FROM OPERATING ACTIVITIES | | | |
Net income | $ | 8,696 | | | $ | 12,466 | |
Adjustments to reconcile net income to cash provided by operating activities: | | | |
Depreciation and amortization | 25,104 | | | 23,762 | |
Amortization of deferred financing costs and mortgage discounts and premiums, net | 742 | | | 543 | |
Straight-line rent adjustment | (347) | | | (451) | |
Amortization of above and below market rent | (2,864) | | | (3,057) | |
Amortization relating to stock based compensation | 2,927 | | | 2,572 | |
Provisions for tenant credit losses | 1,023 | | | 628 | |
Other noncash interest income | (14) | | | (14) | |
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Change in operating assets and liabilities: | | | |
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Tenant and other receivables | (2,503) | | | 777 | |
Prepaid expenses | 1,738 | | | 1,543 | |
Accounts payable and accrued expenses | 9,278 | | | 6,795 | |
Other assets and liabilities, net | 667 | | | 2,207 | |
Net cash provided by operating activities | |