Document And Entity Information
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9 Months Ended | |
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Sep. 30, 2012
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Nov. 02, 2011
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Document and Entity Information [Abstract] | ||
Entity Registrant Name | Retail Opportunity Investments Corp | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 52,923,514 | |
Amendment Flag | false | |
Entity Central Index Key | 0001407623 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Accelerated Filer | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Sep. 30, 2012 | |
Document Fiscal Year Focus | 2012 | |
Document Fiscal Period Focus | Q3 |
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- Definition
If the value is true, then the document is an amendment to previously-filed/accepted document. No definition available.
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- Definition
End date of current fiscal year in the format --MM-DD. No definition available.
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- Definition
This is focus fiscal period of the document report. For a first quarter 2006 quarterly report, which may also provide financial information from prior periods, the first fiscal quarter should be given as the fiscal period focus. Values: FY, Q1, Q2, Q3, Q4, H1, H2, M9, T1, T2, T3, M8, CY. No definition available.
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- Definition
This is focus fiscal year of the document report in CCYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006. No definition available.
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- Definition
The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is CCYY-MM-DD. No definition available.
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- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word "Other". No definition available.
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- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument. No definition available.
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- Definition
Indicate "Yes" or "No" whether registrants (1) have 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 registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure. No definition available.
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- Definition
Indicate whether the registrant is one of the following: (1) Large Accelerated Filer, (2) Accelerated Filer, (3) Non-accelerated Filer, (4) Smaller Reporting Company (Non-accelerated) or (5) Smaller Reporting Accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure. No definition available.
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- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Indicate "Yes" or "No" if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. No definition available.
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- Definition
Indicate "Yes" or "No" if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A. No definition available.
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- Details
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- Details
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X | ||||||||||
- Definition
Sum of the carrying values as of the balance sheet date of obligations incurred through that date, including liabilities incurred and payable to vendors for goods and services received, taxes, interest, rent and utilities, compensation costs, payroll taxes and fringe benefits (other than pension and postretirement obligations), contractual rights and obligations, and statutory obligations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders. Includes adjustments to additional paid in capital. Some examples of such adjustments include recording the issuance of debt with a beneficial conversion feature and certain tax consequences of equity instruments awarded to employees. Use this element for the aggregate amount of additional paid-in capital associated with common and preferred stock. For additional paid-in capital associated with only common stock, use the element additional paid in capital, common stock. For additional paid-in capital associated with only preferred stock, use the element additional paid in capital, preferred stock. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Amount before accumulated depreciation of building structures held for productive use including addition, improvement, or renovation to the structure, including, but not limited to, interior masonry, interior flooring, electrical, and plumbing. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the carrying amounts of deferred costs that are expected to be recognized as a charge against earnings in periods after one year or beyond the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying value of amounts transferred to third parties for security purposes that are expected to be returned or applied towards payment in the future. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
This element represents the amount of value allocated by a lessor (acquirer) to lease agreements which exist at acquisition of a leased property. Such amount may include the value assigned to existing tenant relationships and excludes the market adjustment component of the value assigned for above or below-market leases acquired. No definition available.
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- Definition
Total investments in (A) an entity in which the entity has significant influence, but does not have control, (B) subsidiaries that are not required to be consolidated and are accounted for using the equity and or cost method, and (C) an entity in which the reporting entity shares control of the entity with another party or group. Includes long-term advances receivable from a party that is affiliated with the reporting entity by means of direct or indirect ownership. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying amount as of the balance sheet date of real estate held for productive use. This excludes land held for sale. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total of all Liabilities and Stockholders' Equity items (or Partners' Capital, as applicable), including the portion of equity attributable to noncontrolling interests, if any. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount before allowance of commercial loans and leases receivable includes, but not limited to, commercial and industrial loans, agricultural loans, mortgage loans, promissory notes, interbank and other loans to financial institutions, draws against credit facilities, trade financing, lease financings. Includes deferred interest and fees, undisbursed portion of loan balance, unamortized costs and premiums and discounts from face amounts. Excludes loans and leases covered under loss sharing agreements. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Including the current and noncurrent portions, aggregate carrying value as of the balance sheet date of loans payable (with maturities initially due after one year or beyond the operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount before allowance of mortgage loans on existing land or building. Includes deferred interest and fees, undisbursed portion of loan balance, unamortized costs and premiums and discounts from face amounts. Excludes loans covered under loss sharing agreements. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which is directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent (that is, noncontrolling interest, previously referred to as minority interest). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total carrying amount of mortgage loans as of the balance sheet date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
This element represents a liability associated with the acquisition of an off-market lease when the terms of the lease are unfavorable to the market terms for the lease at the date of acquisition. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The aggregate carrying amounts, as of the balance sheet date, of assets not separately disclosed in the balance sheet. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The aggregate carrying amount, as of the balance sheet date, of liabilities not separately disclosed in the balance sheet. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying amount as of the balance sheet date of expenditures made in advance of when the economic benefit of the cost will be realized, and which will be expensed in future periods with the passage of time or when a triggering event occurs. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Gross amount of real estate as of the balance sheet date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cumulative amount of depreciation for real estate property held for investment purposes. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount of real estate investment property, net of accumulated depreciation, which may include the following: (1) land available-for-sale; (2) land available-for-development; (3) investments in building and building improvements; (4) tenant allowances; (5) developments in-process; (6) rental properties; and (7) other real estate investments. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount of real estate investments, net of accumulated depreciation, which may include the following: (1) land available-for-sale; (2) land available-for-development; (3) investments in building and building improvements; (4) tenant allowances; (5) developments in-process; (6) rental properties; (7) other real estate investments; (8) real estate joint ventures; and (9) unconsolidated real estate and other joint ventures not separately presented. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The carrying amounts of cash and cash equivalent items which are restricted as to withdrawal or usage. Restrictions may include legally restricted deposits held as compensating balances against borrowing arrangements, contracts entered into with others, or entity statements of intention with regard to particular deposits; however, time deposits and short-term certificates of deposit are not generally included in legally restricted deposits. Excludes compensating balance arrangements that are not agreements which legally restrict the use of cash amounts shown on the balance sheet. This element is for unclassified presentations; for classified presentations there is a separate and distinct element. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cumulative amount of the reporting entity's undistributed earnings or deficit. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
This element represents money paid in advance to protect the provider of a product or service, such as a lessor, against damage or nonpayment by the buyer or tenant (lessee) during the term of the agreement. Such damages may include physical damage to the property, theft of property, and other contractual breaches. Security deposits held may be interest or noninterest bearing. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Consolidated Balance Sheets (September 30, 2012 unaudited) (Parentheticals) (USD $)
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Sep. 30, 2012
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Dec. 31, 2011
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Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in Shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in Shares) | 0 | 0 |
Preferred stock, shares outstanding (in Shares) | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in Shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in Shares) | 52,518,066 | 49,375,738 |
Common stock, shares outstanding (in Shares) | 52,518,066 | 49,375,738 |
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- Definition
Face amount or stated value of common stock per share; generally not indicative of the fair market value per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Face amount or stated value per share of nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer); generally not indicative of the fair market value per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Consolidated Statements Of Operations And Comprehensive Income (unaudited) (USD $)
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3 Months Ended | 9 Months Ended | ||
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Sep. 30, 2012
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Sep. 30, 2011
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Sep. 30, 2012
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Sep. 30, 2011
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Revenues | ||||
Base rents | $ 15,196,646 | $ 10,469,729 | $ 42,734,688 | $ 26,440,798 |
Recoveries from tenants | 3,502,633 | 2,655,549 | 10,018,997 | 6,945,309 |
Mortgage interest | 189,995 | 430,086 | 901,645 | 1,704,094 |
Total revenues | 18,889,274 | 13,555,364 | 53,655,330 | 35,090,201 |
Operating expenses | ||||
Property operating | 3,072,670 | 2,195,280 | 9,324,140 | 5,283,526 |
Property taxes | 1,781,639 | 1,259,174 | 5,115,361 | 3,561,641 |
Depreciation and amortization | 7,070,557 | 5,890,170 | 20,737,917 | 14,661,366 |
General & Administrative Expenses | 3,699,852 | 2,427,693 | 8,716,378 | 7,253,816 |
Acquisition transaction costs | 194,191 | 1,346,851 | 947,404 | 1,775,534 |
Total operating expenses | 15,818,909 | 13,119,168 | 44,841,200 | 32,535,883 |
Operating income | 3,070,365 | 436,196 | 8,814,130 | 2,554,318 |
Interest expense and other finance expenses | (3,094,023) | (1,739,279) | (8,144,879) | (3,732,625) |
Gain on consolidation of JV | 2,144,696 | 2,144,696 | ||
Gain on bargain purchase | 3,687,205 | 3,864,145 | 9,449,059 | |
Equity in earnings from unconsolidated joint ventures | 497,311 | 159,989 | 1,481,132 | 1,137,502 |
Interest Income | 419 | 772 | 11,280 | 14,489 |
Net Income Attributable to Retail Opportunity Investments Corp. | 2,618,768 | 2,544,883 | 8,170,504 | 9,422,743 |
Basic and diluted per share: (in Dollars per share) | $ 0.05 | $ 0.06 | $ 0.16 | $ 0.22 |
Dividends per common share (in Dollars per share) | $ 0.14 | $ 0.10 | $ 0.39 | $ 0.27 |
Other comprehensive loss | ||||
Unrealized loss on swap derivative | (1,638,969) | (10,269,493) | (5,153,383) | (12,322,595) |
Total other comprehensive loss | (1,638,969) | (10,269,493) | (5,153,383) | (12,322,595) |
Total Comprehensive (loss) income | $ 979,799 | $ (7,724,610) | $ 3,017,121 | $ (2,899,852) |
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- Definition
This element represents the minimum amount of rents earned during the period from lessees based on the terms of contractual arrangements. No definition available.
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- Definition
Gain on the consolidation of a joint venture. No definition available.
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- Details
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- Definition
The capitalized costs incurred during the period (excluded from amortization) to purchase, lease or otherwise acquire an unproved property, including costs of lease bonuses and options to purchase or lease properties, the portion of costs applicable to minerals when land including mineral rights is purchased in fee, brokers' fees, recording fees, legal costs, and other costs incurred in acquiring properties. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
In a business combination in which the amount of net identifiable assets acquired and liabilities assumed exceeds the aggregate consideration transferred or to be transferred (as defined), this element represents the amount of gain recognized by the entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate dividends paid during the period for each share of common stock outstanding. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
The change in equity [net assets] of a business enterprise during a period from transactions and other events and circumstances from non-owner sources which are attributable to the reporting entity. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners, but excludes any and all transactions which are directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
Costs incurred and are directly related to generating revenues from leased and rented property or equipment. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
The amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or loss for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. No definition available.
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- Definition
The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
This item represents the entity's proportionate share for the period of the net income (loss) of its investee (such as unconsolidated subsidiaries and joint ventures) to which the equity method of accounting is applied. This item includes income or expense related to stock-based compensation based on the investor's grant of stock to employees of an equity method investee. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Interest and fee income generated from loans secured by commercial properties. Examples of properties commonly securing commercial real estate loans may include office buildings, apartment buildings, shopping centers, industrial property, and hotels. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
The cost of borrowed funds accounted for as interest that was charged against earnings during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
Income derived from investments in debt securities and on cash and cash equivalents the earnings of which reflect the time value of money or transactions in which the payments are for the use or forbearance of money. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Excludes Selling, General and Administrative Expense. No definition available.
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- Details
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X | ||||||||||
- Definition
The net result for the period of deducting operating expenses from operating revenues. No definition available.
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X | ||||||||||
- Definition
Net of tax amount of other comprehensive income (loss) attributable to the parent entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
The aggregate total of real estate taxes and insurance expense. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
Aggregate revenue recognized during the period (derived from goods sold, services rendered, insurance premiums, or other activities that constitute an entity's earning process). For financial services companies, also includes investment and interest income, and sales and trading gains. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
In accordance with the provisions of their lease agreement, this element represents allowable charges due a landlord from its tenant. In retail store and office building leases, for example, tenant reimbursements may cover items such as taxes, utilities, and common area expenses. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The net change in the difference between the fair value and the carrying value, or in the comparative fair values, of derivative instruments, including options, swaps, futures, and forward contracts, held at each balance sheet date, that was included in earnings for the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Consolidated Statements of Equity (unaudited) (USD $)
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Common Stock [Member]
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Additional Paid-in Capital [Member]
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Retained Earnings [Member]
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Accumulated Other Comprehensive Income (Loss) [Member]
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Noncontrolling Interest [Member]
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Total
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Balance at Dec. 31, 2011 | $ 4,938 | $ 484,194,434 | $ (19,617,877) | $ (14,094,830) | $ 2,389 | $ 450,489,054 |
Balance (in Shares) at Dec. 31, 2011 | 49,375,738 | 49,375,738 | ||||
Compensation expense related to options granted | 188,486 | 188,486 | ||||
Compensation expense related to restricted stock grants | 2,110,485 | 2,110,485 | ||||
Shares issued under the 2009 Plan | 19 | 19 | ||||
Shares issued under the 2009 Plan (in Shares) | 186,750 | |||||
Proceeds from the sale of stock | 298 | 36,860,055 | 36,860,353 | |||
Proceeds from the sale of stock (in Shares) | 2,977,445 | 2,977,445 | ||||
Forfeited Shares (in Shares) | (21,867) | |||||
Forfeited Shares | (2) | (2) | ||||
Registration expenditures | (821,781) | (821,781) | ||||
Dividends ($.39 per share) | (19,739,210) | (19,739,210) | ||||
Net Income Attributable to Retail Opportunity Investments Corp. | 8,170,504 | 8,170,504 | ||||
Other Comprehensive Loss | (5,153,383) | (5,153,383) | ||||
Balance at Sep. 30, 2012 | $ 5,253 | $ 522,531,679 | $ (31,186,583) | $ (19,248,213) | $ 2,389 | $ 472,104,525 |
Balance (in Shares) at Sep. 30, 2012 | 52,518,066 | 52,518,066 |
X | ||||||||||
- Definition
This element represents the amount of recognized equity-based compensation during the period, that is, the amount recognized as expense in the income statement (or as asset if compensation is capitalized). Alternate captions include the words "stock-based compensation". Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Direct costs (e.g., legal and accounting fees) associated with issuing stock that is deducted from additional paid in capital. Also includes any direct costs associated with stock issues under a shelf registration. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Equity impact of aggregate cash, stock, and paid-in-kind dividends declared for all securities (common shares, preferred shares, etc.) during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Net of tax amount of other comprehensive income (loss) attributable to the parent entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Number of shares issued during the period as a result of an employee stock purchase plan. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Number of new stock issued during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Number of shares (or other type of equity) forfeited during the period. No definition available.
|
X | ||||||||||
- Definition
Aggregate change in value for stock issued during the period as a result of employee stock purchase plan. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Value of stock (or other type of equity) issued during the period as a result of any equity-based compensation plan other than an employee stock ownership plan (ESOP), net of stock value of such awards forfeited. Stock issued could result from the issuance of restricted stock, the exercise of stock options, stock issued under employee stock purchase plans, and/or other employee benefit plans. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Value of stock (or other type of equity) forfeited during the period. No definition available.
|
Consolidated Statements of Equity (unaudited) (Parentheticals) (USD $)
|
9 Months Ended |
---|---|
Sep. 30, 2012
|
|
Dividends per share (in Dollars per share) | $ 0.39 |
Retained Earnings [Member]
|
|
Dividends per share (in Dollars per share) | $ 0.39 |
X | ||||||||||
- Definition
Aggregate dividends paid during the period for each share of common stock outstanding. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
This represents the amortization of restricted stock over the vesting period of the grants No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Gain on the consolidation of a joint venture. No definition available.
|
X | ||||||||||
- Definition
Amount of noncash expense included in interest expense to issue debt and obtain financing associated with the related debt instruments. Alternate captions include noncash interest expense. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
In a business combination in which the amount of net identifiable assets acquired and liabilities assumed exceeds the aggregate consideration transferred or to be transferred (as defined), this element represents the amount of gain recognized by the entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount of increase (decrease) in cash and cash equivalents. Cash and cash equivalents are the amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
This item represents disclosure of the amount of dividends or other distributions received from unconsolidated subsidiaries, certain corporate joint ventures, and certain noncontrolled corporation; these investments are accounted for under the equity method of accounting. This element excludes distributions that constitute a return of investment, which are classified as investing activities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
This item represents the entity's proportionate share for the period of the net income (loss) of its investee (such as unconsolidated subsidiaries and joint ventures) to which the equity method of accounting is applied. This item includes income or expense related to stock-based compensation based on the investor's grant of stock to employees of an equity method investee. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The increase (decrease) during the reporting period in the amounts payable to vendors for goods and services received and the amount of obligations and expenses incurred but not paid. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The increase (decrease) during the reporting period in the value of expenditures made during the current reporting period for benefits that will be received over a period of years. Deferred charges differ from prepaid expenses in that they usually extend over a long period of time and may or may not be regularly recurring costs of operation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The increase (decrease) during the reporting period in other assets used in operating activities less other operating liabilities used in operating activities not separately disclosed in the statement of cash flows. May include changes in other current assets and liabilities, other noncurrent assets and liabilities, or a combination of other current and noncurrent assets and liabilities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The increase (decrease) during the reporting period in the amount of outstanding money paid in advance for goods or services that bring economic benefits for future periods. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The increase (decrease) during the reporting period in the total amount due within one year (or one operating cycle) from all parties, associated with underlying transactions that are classified as operating activities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The net cash inflow or outflow for the increase (decrease) associated with funds that are not available for withdrawal or use (such as funds held in escrow) and are associated with underlying transactions that are classified as investing activities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The net cash inflow or outflow for the increase (decrease) associated with funds that are not available for withdrawal or use (such as funds held in escrow) and are associated with underlying transactions that are classified as operating activities. This may include cash restricted for regulatory purposes. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The net cash inflow or outflow from financing activity for the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The net cash inflow or outflow from investing activity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The net cash from (used in) all of the entity's operating activities, including those of discontinued operations, of the reporting entity. Operating activities generally involve producing and delivering goods and providing services. Operating activity cash flows include transactions, adjustments, and changes in value that are not defined as investing or financing activities. While for technical reasons this element has no balance attribute, the default assumption is a debit balance consistent with its label. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The cash outflow for acquisition of or capital improvements to properties held for investment (operating, managed, leased) or for use. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Net cash outflow or inflow from the amount given in advance to show intention to complete the acquisition piece of land, anything permanently fixed to it, including buildings, structures on it, and so forth. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Cash outflow in the form of ordinary dividends to common shareholders, generally out of earnings. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The cash outflow for cost incurred directly with the issuance of an equity security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The cash outflow from the acquisition of property as primarily intended to generate income for its owner. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The cash outflow associated with the investment in or advances to an entity in which the reporting entity shares control of the entity with another party or group. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The cash outflow to acquire an agreement for an unconditional promise by the maker to pay the entity (holder) a definite sum of money at a future date. Such amount may include accrued interest receivable in accordance with the terms of the note. The note also may contain provisions including a discount or premium, payable on demand, secured, or unsecured, interest bearing or noninterest bearing, among myriad other features and characteristics. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The cash inflow associated with principal collections from a borrowing supported by a written promise to pay an obligation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The cash inflow from an entity that is affiliated with the entity by means of direct or indirect ownership. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The cash inflow from the additional capital contribution to the entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The cash inflow from a contractual arrangement with the lender, including letter of credit, standby letter of credit and revolving credit arrangements, under which borrowings can be made up to a specific amount at any point in time with either short term or long term maturity that is collateralized (backed by pledge, mortgage or other lien in the entity's assets). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The cash inflow from the sale of land held for use; excludes sales of land held as inventory or investments. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Aggregate amount of credit losses from transactions other than loan and lease transactions. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The cash outflow to repay long-term debt that is wholly or partially secured by collateral. Excludes repayments of tax exempt secured debt. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Difference between actual rental income due and rental income recognized on a straight-line basis. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies
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Significant Accounting Policies [Text Block] |
1. Organization,
Basis of Presentation and Summary of Significant
Accounting Policies
Business
Retail
Opportunity Investments Corp. (the "Company") is a fully
integrated and self-managed real estate investment trust
("REIT"). The Company specializes in the
acquisition, ownership and management of necessity-based
community and neighborhood shopping centers in the
western and eastern regions of the United States anchored
by national and regional supermarkets and
drugstores. The Company refers to the
properties it targets for investments as its target
assets.
With
the approval of its stockholders, the Company
reincorporated as a Maryland corporation on June 2,
2011. The Company began operations as a
Delaware corporation, known as NRDC Acquisition Corp.,
which was incorporated on July 10, 2007,
for the purpose of acquiring assets or operating business
through a merger, capital stock exchange, stock purchase,
asset acquisition or other similar business combination
with one or more assets or control of one or more
operating businesses. On October 20,
2009, the Company's stockholders and warrantholders
approved each of the proposals presented at the special
meetings of stockholders and warrantholders,
respectively, in connection with the transactions
contemplated by the Framework Agreement (the "Framework
Agreement") the Company entered into on August 7,
2009 with NRDC Capital Management, LLC, which, among
other things, set forth the steps to be taken by the
Company to continue its business as a corporation that
has elected to qualify as a REIT for U.S. federal income
tax purposes, commencing with its taxable year ended
December 31, 2010. The Company is
organized in a traditional umbrella partnership real
estate investment trust ("UpREIT") format pursuant to
which Retail Opportunity Investments GP, LLC, its
wholly-owned subsidiary, serves as the general partner
of, and the Company conducts substantially all of its
business through, its wholly-owned operating partnership
subsidiary, Retail Opportunity Investments Partnership,
LP, a Delaware limited partnership (the "operating
partnership"), and its subsidiaries. The
Company has elected to be taxed as a REIT, for U.S.
federal income tax purposes commencing with the year
ended December 31, 2010.
Recent
Accounting Pronouncements
In
May 2011, the Financial Accounting Standards Board
("FASB") issued guidance on fair value measurements and
disclosure requirements. The guidance provides a
consistent definition of fair value to ensure fair value
measurement and disclosure requirements are similar
between accounting principles generally accepted in the
United States (“GAAP”) and International
Financial Reporting Standards. This guidance is effective
for interim and annual periods beginning on or after
December 15, 2011. Adoption of this guidance did
not have a material impact on the Company’s
consolidated financial statements.
In June 2011 and December
2011, the FASB issued updated guidance on disclosures
relating to the reporting of other comprehensive income.
The updated guidance eliminates the option to present
components of other comprehensive income as part of the
statement of equity and also requires presentation of
reclassification adjustments from other comprehensive
income to net income on the face of the financial
statements. This guidance is effective for fiscal
years and interim periods beginning after December 15,
2011, with the exception of the requirement to present
reclassification adjustments from other comprehensive
income to net income on the face of the financial
statements, which has been deferred pending further
deliberation by the FASB. The adoption of this
guidance did not have a material impact on the Company's
consolidated financial
statements.
Principles
of Consolidation
The
accompanying consolidated financial statements are
prepared on the accrual basis in accordance with GAAP for
interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the disclosures
required by GAAP for complete financial statement
disclosures. In the opinion of management, all
adjustments considered necessary for a fair presentation
have been included. Results of operations for the nine
month period ended September 30, 2012 are not necessarily
indicative of the results that may be expected for the
year ending December 31, 2012. It is suggested that these
financial statements be read in conjunction with the
financial statements and notes thereto included in the
Company’s annual report on Form 10-K for the fiscal
year ended December 31, 2011.
The
consolidated financial statements include the accounts of
the Company and those of its subsidiaries, which are
wholly-owned or controlled by the
Company. Entities which the Company does not
control through its voting interest and entities which
are variable interest entities ("VIEs"), but where it is
not the primary beneficiary, are accounted for under the
equity method. All significant intercompany
balances and transactions have been
eliminated.
The
Company follows the FASB guidance for determining whether
an entity is a VIE and requires the performance of a
qualitative rather than a quantitative analysis to
determine the primary beneficiary of a
VIE. Under this guidance, an entity would be
required to consolidate a VIE if it has (i) the power to
direct the activities that most significantly impact the
entity's economic performance and (ii) the obligation to
absorb losses of the VIE or the right to receive benefits
from the VIE that could be significant to the
VIE.
A
non-controlling interest in a consolidated subsidiary is
defined as the portion of the equity (net assets) in a
subsidiary not attributable, directly or indirectly, to a
parent. Non-controlling interests are required
to be presented as a separate component of equity in the
consolidated balance sheet and modifies the presentation
of net income by requiring earnings and other
comprehensive income to be attributed to controlling and
non-controlling interests.
The
Company assesses the accounting treatment for each joint
venture. This assessment includes a review of
each joint venture or limited liability company agreement
to determine which party has what rights and whether
those rights are protective or
participating. For all VIEs, the Company
reviews such agreements in order to determine which party
has the power to direct the activities that most
significantly impact the entity's economic
performance. In situations where the Company
or its partner approves, among other things, the annual
budget, receives a detailed monthly reporting package
from the Company, meets on a quarterly basis to review
the results of the joint venture, reviews and approves
the joint venture's tax return before filing, and
approves all leases that cover more than a nominal amount
of space relative to the total rentable space at each
property, the Company does not consolidate the joint
venture as it considers these to be substantive
participation rights that result in shared power of the
activities that most significantly impact the performance
of the joint venture. The Company's joint
venture agreements also contain certain protective rights
such as the requirement of partner approval to sell,
finance or refinance the property and the payment of
capital expenditures and operating expenditures outside
of the approved budget or operating
plan.
Use
of Estimates
The
preparation of financial statements in conformity with
GAAP requires management to make estimates and
assumptions that affect the disclosure of contingent
assets and liabilities, the reported amounts of assets
and liabilities at the date of the financial statements,
and the reported amounts of revenue and expenses during
the periods covered by the financial
statements. The most significant assumptions
and estimates relate to the purchase price allocations,
depreciable lives, revenue recognition and the
collectability of tenant receivables, other receivables,
notes receivables, the valuation of options and warrants
and derivatives. Actual results could differ
from these estimates.
Federal
Income Taxes
Commencing
with the Company's taxable year ended December 31,
2010, the Company has elected to qualify as a REIT under
Sections 856-860 of the Internal Revenue Code (the
"Code"). Under those sections, a REIT that,
among other things, distributes at least 90% of REIT
taxable income and meets certain other qualifications
prescribed by the Code will not be taxed on that portion
of its taxable income that is
distributed.
Although
it may qualify as a REIT for U.S. federal income tax
purposes, the Company is subject to state income or
franchise taxes in certain states in which some of its
properties are located. In addition, taxable
income from non-REIT activities managed through the
Company's taxable REIT subsidiary ("TRS") is fully
subject to U.S. federal, state and local income
taxes.
The
Company follows the FASB guidance that defines a
recognition threshold and measurement attribute for the
financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax
return. The FASB also provides guidance on
de-recognition, classification, interest and penalties,
accounting in interim periods, disclosure, and
transition. The Company records interest and
penalties relating to unrecognized tax benefits, if any,
as interest expense. As of September 30, 2012,
the tax years 2007 through and including 2011 remain open
to examination by the Internal Revenue Service ("IRS")
and state taxing authorities. During the year
ended December 31, 2011, the IRS conducted an
examination of the Company's 2009 federal tax
return. During the nine months ended September
30, 2012 the Company reached a settlement with the IRS in
which the Company paid to the IRS approximately
$122,000.
Real
Estate Investments
All
costs related to the improvement or replacement of real
estate properties are capitalized. Additions,
renovations and improvements that enhance and/or extend
the useful life of a property are also
capitalized. Expenditures for ordinary
maintenance, repairs and improvements that do not
materially prolong the normal useful life of an asset are
charged to operations as incurred. The Company
expenses transaction costs associated with business
combinations in the period incurred. During
the nine months ended September 30, 2012 and 2011,
capitalized costs related to the improvements or
replacement of real estate properties were approximately
$5.8 million and $5.1 million,
respectively.
Upon
the acquisition of real estate properties, the fair value
of the real estate purchased is allocated to the acquired
tangible assets (consisting of land, buildings and
improvements), and acquired intangible assets and
liabilities (consisting of above-market and below-market
leases and acquired in-place leases). Acquired
lease intangible assets include above-market leases and
acquired in-place leases in the accompanying consolidated
balance sheet. The fair value of the tangible
assets of an acquired property is determined by valuing
the property as if it were vacant, which value is then
allocated to land, buildings and improvements based on
management's determination of the relative fair values of
these assets. In valuing an acquired
property's intangibles, factors considered by management
include an estimate of carrying costs during the expected
lease-up periods, and estimates of lost rental revenue
during the expected lease-up periods based on its
evaluation of current market
demand. Management also estimates costs to
execute similar leases, including leasing commissions,
tenant improvements, legal and other related
costs. Leasing commissions, legal and other
related costs ("lease origination costs") are classified
as deferred charges in the accompanying consolidated
balance sheet.
The
value of in-place leases is measured by the excess of
(i) the purchase price paid for a property after
adjusting existing in-place leases to market rental
rates, over (ii) the estimated fair value of the
property as if vacant. Above-market and
below-market lease values are recorded based on the
present value (using a discount rate which reflects the
risks associated with the leases acquired) of the
difference between the contractual amounts to be received
and management's estimate of market lease rates, measured
over the terms of the respective leases that management
deemed appropriate at the time of
acquisition. Such valuations include a
consideration of the non-cancellable terms of the
respective leases as well as any applicable renewal
periods. The fair values associated with
below-market rental renewal options are determined based
on the Company's experience and the relevant facts and
circumstances that existed at the time of the
acquisitions. The value of the above-market
and below-market leases associated with the original
lease term is amortized to rental income, over the terms
of the respective leases. The value of
below-market rental lease renewal options is deferred
until such time as the renewal option is exercised and
subsequently amortized over the corresponding renewal
period. The value of in-place leases are
amortized to expense, and the above-market and
below-market lease values are amortized to rental income,
over the remaining non-cancellable terms of the
respective leases. If a lease were to be
terminated prior to its stated expiration, all
unamortized amounts relating to that lease would be
recognized in operations at that time. The
Company may record a bargain purchase gain if it
determines that the purchase price for the acquired
assets was less than the fair value. The
Company will record a liability in situations where any
part of the cash consideration is
deferred. The amounts payable in the future
are discounted to their present value. The
liability is subsequently re-measured to fair value with
changes in fair value recognized in the consolidated
statements of operations. If, up to one year
from the acquisition date, information regarding fair
value of assets acquired and liabilities assumed is
received and estimates are refined, appropriate property
adjustments are made to the purchase price allocation on
a retrospective basis.
In
conjunction with the Company's pursuit and acquisition of
real estate investments, the Company expensed acquisition
transaction costs during the three months ended September
30, 2012 and 2011 of approximately $194,000 and $1.3
million, respectively and approximately $947,000 and $1.8
million during the nine months ended September 30, 2012
and 2011, respectively.
Regarding
the Company's 2012 property acquisitions (see
Note 2), the fair values of in-place leases and
other intangibles have been allocated to intangible
assets and liability accounts. Such
allocations are preliminary and may be adjusted as final
information becomes available.
Asset
Impairment
The
Company reviews long-lived assets for impairment whenever
events or changes in circumstances indicate that the
carrying amount of an asset may not be
recoverable. Recoverability of assets to be
held and used is measured by a comparison of the carrying
amount of the asset to aggregate future net cash flows
(undiscounted and without interest) expected to be
generated by the asset. If such assets are
considered impaired, the impairment to be recognized is
measured by the amount by which the carrying amounts of
the assets exceed the fair value. Management
does not believe that the value of any of the Company's
real estate investments was impaired at
September 30, 2012.
The
Company reviews its investments in its unconsolidated
joint ventures for impairment periodically and the
Company would record an impairment charge when events or
circumstances change indicating that a decline in the
fair values below the carrying values has occurred and
such decline is other-than temporary. The
ultimate realization of the Company's investment in its
unconsolidated joint ventures is dependent on a number of
factors, including the performance of each investment and
market conditions. Management does not believe
that the carrying value of the Company's unconsolidated
joint venture was impaired at September 30,
2012.
Cash
and Cash Equivalents
The
Company considers all highly liquid investments with an
original maturity of three months or less when purchased
to be cash equivalents. Cash and cash
equivalents are maintained at financial institutions and,
at times, balances may exceed the federally insured limit
by the Federal Deposit Insurance
Corporation. The Company has not experienced
any losses related to these
balances.
Restricted
Cash
The
terms of several of the Company's mortgage loans payable
require the Company to deposit certain replacement and
other reserves with its lenders. Such
"restricted cash" is generally available only for
property-level requirements for which the reserves have
been established and is not available to fund other
property-level or Company-level
obligations.
Revenue
Recognition
Management
has determined that all of the Company's leases with its
various tenants are operating leases. Rental
income is generally recognized based on the terms of
leases entered into with tenants. In those
instances in which the Company funds tenant improvements
and the improvements are deemed to be owned by the
Company, revenue recognition will commence when the
improvements are substantially completed and possession
or control of the space is turned over to the
tenant. When the Company determines that the
tenant allowances are lease incentives, the Company
commences revenue recognition and lease incentive
amortization when possession or control of the space is
turned over to the tenant for tenant work to
begin. Minimum rental income from leases with
scheduled rent increases is recognized on a straight-line
basis over the lease term. Percentage rent is
recognized when a specific tenant's sales breakpoint is
achieved. Property operating expense
recoveries from tenants of common area maintenance, real
estate taxes and other recoverable costs are recognized
in the period the related expenses are
incurred. Lease incentives are amortized as a
reduction of rental revenue over the respective tenant
lease terms.
Termination
fees (included in rental revenue) are fees that the
Company has agreed to accept in consideration for
permitting certain tenants to terminate their lease prior
to the contractual expiration date. The
Company recognizes termination fees in accordance with
Securities and Exchange Commission Staff Accounting
Bulletin 104, "Revenue Recognition," when the following
conditions are met: (a) the termination
agreement is executed; (b) the termination fee is
determinable; (c) all landlord services pursuant to
the terminated lease have been rendered; and
(d) collectivity of the termination fee is
assured. Interest income is recognized as it
is earned. Gains or losses on disposition of
properties are recorded when the criteria for recognizing
such gains or losses under generally accepted accounting
principles have been met.
The
Company must make estimates as to the collectability of
its accounts receivable related to base rent,
straight-line rent, expense reimbursements and other
revenues. Management analyzes accounts
receivable and the allowance for bad debts by considering
tenant creditworthiness, current economic trends, and
changes in tenants' payment patterns when evaluating the
adequacy of the allowance for doubtful accounts
receivable. The Company also provides an
allowance for future credit losses of the deferred
straight-line rents receivable. The provision
for doubtful accounts at September 30, 2012 and
December 31, 2011 was approximately $2.8 million and $2.1
million, respectively.
Depreciation
and Amortization
The
Company uses the straight-line method for depreciation
and amortization. Buildings are depreciated
over the estimated useful lives which the Company
estimates to be 39-40 years. Property
improvements are depreciated over the estimated useful
lives that range from 10 to
20 years. Furniture and fixtures are
depreciated over the estimated useful lives that range
from 3 to 10 years. Tenant improvements
are amortized over the shorter of the life of the related
leases or their useful life.
Deferred
Charges
Deferred
charges consist principally of leasing commissions and
acquired lease origination costs (which are amortized
ratably over the life of the tenant leases) and financing
fees (which are amortized over the term of the related
debt obligation). Deferred charges in the
accompanying consolidated balance sheets are shown at
cost, net of accumulated amortization of approximately
$7.9 million and $4.7 million, as of
September 30, 2012 and December 31, 2011,
respectively.
Reclassifications
Certain
prior period amounts have been reclassified to conform to
the current period presentation.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to
concentrations of credit risk consist primarily of cash
and cash equivalents and tenant
receivables. The Company places its cash and
cash equivalents in excess of insured amounts with high
quality financial institutions. The Company
performs ongoing credit evaluations of its tenants and
requires tenants to provide security
deposits.
Earnings
(Loss) Per Share
Basic
earnings (loss) per share ("EPS") excludes the impact of
dilutive shares and is computed by dividing net income
(loss) by the weighted average number of shares of common
stock outstanding for the period. Diluted EPS
reflects the potential dilution that could occur if
securities or other contracts to issue shares of common
stock were exercised or converted into shares of common
stock and then shared in the earnings of the
Company.
During
the three and nine months ended September 30, 2011 the
effect of the 41,400,000 warrants to purchase the
Company's common stock (the "Public Warrants")
issued in connection with the Company's initial public
offering (the "IPO"), the 8,000,000 warrants (the
"Private Placement Warrants") purchased by NRDC Capital
Management, LLC (the "Sponsor") simultaneously with the
consummation of the IPO were not included in the
calculation of diluted EPS since the weighted average
share price was less than the exercise price during these
periods. During the three and nine months
ended September 30, 2012, the effect of the 41,400,000
Public Warrants and the 8,000,000 Private Placement
Warrants were included in the calculation of diluted EPS
since the weighted average share price was greater than
the exercise price during this
period.
For
the three and nine months ended September 30, 2012
and 2011, basic EPS was determined by dividing net income
allocable to common stockholders for the applicable
period by the weighted average number of shares of common
stock outstanding during such period. Net income during
the applicable period is also allocated to the time-based
unvested restricted stock as these grants are entitled to
receive dividends and are therefore considered a
participating security. Time-based unvested
restricted stock is not allocated net losses and/or any
excess of dividends declared over net income; such
amounts are allocated entirely to the common stockholders
other than the holders of time-based unvested restricted
stock. For the three and nine months ended September 30,
2012, the Company had 512,198 and 425,495 weighted
average unvested restricted shares outstanding,
respectively. The performance based restricted
stock grants awarded under the 2009 Plan described in
Note 6 are excluded from the basic EPS calculation, as
these units are not participating
securities.
The
following table sets forth the reconciliation between
basic and diluted EPS:
Stock-Based
Compensation
The
Company has a stock-based employee compensation plan,
which is more fully described in
Note 6.
The
Company accounts for its stock-based compensation plans
based on the FASB guidance which requires that
compensation expense be recognized based on the fair
value of the stock awards less estimated
forfeitures. Restricted stock grants vest
based upon the completion of a service period
("time-based grants") and/or the Company meeting certain
established financial performance criteria
("performance-based grants"). Time-based
grants are valued according to the market price for the
Company's common stock at the date of
grant. For performance-based grants, the
Company generally engages an independent appraisal
company to determine the value of the shares at the date
of grant, taking into account the underlying contingency
risks associated with the performance
criteria. It is the Company's policy to grant
options with an exercise price equal to the quoted
closing market price of stock on the grant
date. Awards of stock options and time-based
grants stock are expensed as compensation over the
vesting period. Awards of performance-based
grants are expensed as compensation under an accelerated
method and are recognized in income (loss) regardless of
the results of the performance
criteria.
Derivatives
The
Company records all derivatives on the balance sheet at
fair value. The accounting for changes in the
fair value of derivatives depends on the intended use of
the derivative, whether the Company has elected to
designate a derivative in a hedging relationship and
apply hedge accounting and whether the hedging
relationship has satisfied the criteria necessary to
apply hedge accounting. Derivatives designated
and qualifying as a hedge of the exposure to changes in
the fair value of an asset, liability, or firm commitment
attributable to a particular risk, such as interest rate
risk, are considered fair value
hedges. Derivatives designated and qualifying
as a hedge of the exposure to variability in expected
future cash flows, or other types of forecasted
transactions, are considered cash flow
hedges. Hedge accounting generally provides
for the matching of the timing of gain or loss
recognition on the hedging instrument with the
recognition of the changes in the fair value of the
hedged asset or liability that are attributable to the
hedged risk in a fair value hedge or the earnings effect
of the hedged forecasted transactions in a cash flow
hedge.
Segment
Reporting
The
Company operates in one industry segment, ownership of
commercial real estate properties. The Company
does not distinguish in property operations for purposes
of measuring performance. The Company
reassesses its conclusion that it has one reportable
operating segment at least annually.
Cash
Flows
Supplemental
Consolidated Statements of Cash Flow
Information
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- Definition
The entire disclosure for all significant accounting policies of the reporting entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Note 2 - Real Estate Investments
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Real Estate Investment Financial Statements, Disclosure [Table Text Block] |
2. Real
Estate Investments
The
following real estate investment transactions have
occurred during the nine months ended September 30,
2012.
Property
Acquisitions
On
February 16, 2012, the Company acquired a shopping
center in Marysville, Washington, within the Settle
metropolitan area ("Gateway Shopping Center") for a
purchase price of approximately
$29.5 million. The Gateway Shopping
Center is anchored by WinCo Foods (NAP) and Rite Aid. The
property was acquired with cash.
On
March 29, 2012, the Company acquired a shopping
center in San Diego, California ("Euclid Plaza") for a
purchase price of approximately $15.9 million.
Euclid Plaza is anchored by a Vallarta Supermarkets and
Walgreens. The property was acquired with cash of
approximately $7.5 million and the assumption of an
existing mortgage of approximately $8.4
million.
On
April 2, 2012, the Company acquired a mortgage note from
a bank for an aggregate purchase price of $8.3 million in
cash. The note was secured by a shopping center located
in Cameron Park, California, within the Sacramento
metropolitan area (“Green Valley
Station”). At the time of closing on the
note, the borrower was in default since April 2009,
having failed to repay the loan upon maturity of the
note. On June 8, 2012, the Company entered into a deed in
lieu of foreclosure agreement (the “Green Valley
Station Agreement”) with the borrower to acquire
Green Valley Station. Pursuant to the Green Valley
Station Agreement, the Company, as the holder of the
note, agreed not to bring any action against the borrower
or the guarantors, subject to certain exceptions, and the
borrowers agreed to transfer Green Valley Station to the
Company. The conveyance was completed on June
18, 2012. Green Valley Station is a
neighborhood shopping center that is anchored by CVS
Pharmacy. The Company recorded a bargain purchase gain of
approximately $3.2 million based on its determination of
the fair value of the property at the time of the
purchase.
On
May 3, 2012, the Company acquired a shopping center
in Shoreline, Washington, within the Seattle metropolitan
area ("Aurora Square") for a purchase price of
approximately $4.2 million. Aurora Square is
anchored by a Central Supermarket. The property was
acquired with cash.
On
May 4, 2012, the Company acquired a shopping center
in Foster City, California, within the San Francisco Bay
Area ("Marlin Cove") for a purchase price of
approximately $17.4 million. Marlin Cove is anchored
by a 99 Ranch Supermarket. The property was acquired with
cash.
On
May 25, 2012, the Company acquired a mortgage note from a
special servicer for an aggregate purchase price of $18.8
million in cash. The note was secured by a shopping
center located in Oxnard, California, within the Los
Angeles metropolitan area (“Seabridge
Marketplace”). At the time of closing on
the note, the borrower was in default, having failed to
meet debt service payments since February, 2012. On May
29, 2012, the Company entered into a real estate
purchase, sale, and conveyance in lieu of foreclosure
agreement (the “Seabridge Marketplace
Agreement”) with the borrower to acquire Seabridge
Marketplace. Pursuant to the Seabridge Marketplace
Agreement, the Company, as the holder of the note, agreed
not to bring any action against the borrower or the
guarantors, subject to certain exceptions, and the
borrowers agreed to transfer Seabridge Marketplace to the
Company. The conveyance was completed on May
31, 2012. Seabridge Marketplace is a shopping center that
is anchored by Von’s Supermarket. The
Company recorded a bargain purchase gain of approximately
$622,000 based on its determination of the fair value of
the property at the time of the
purchase.
On
July 24, 2012, the Company acquired a shopping
center in Novato, California, within the San Francisco
metropolitan area (“Village at Novato”) for
a purchase price of $10.5 million. The Village at Novato
is anchored by a Trader Joe’s supermarket. Included
in the acquisition is an adjacent vacant parcel entitled
for 55,000 square of additional retail
space. The property was acquired with
cash.
On
August 1, 2012, the Company acquired a shopping
center in Glendora, California, within the Los Angeles
metropolitan area (“Glendora Shopping
Center”) for a purchase price of $14.9 million.
Glendora Shopping Center is anchored by an
Albertson’s supermarket. The property
was acquired with cash.
On
August 1, 2012, the Company acquired its joint
venture partner's interest in Wilsonville Old Town Square
for approximately $1.6 million and paid off an existing
$13.3 million construction loan securing the property.
The property is a newly developed shopping center that is
anchored by a Kroger (Fred Meyer) supermarket. The
property is located in Wilsonville, Oregon, within the
Portland metropolitan area. The purchase of its remaining
interest and the loan repayment were funded with cash.
The Company recorded a gain of approximately $2.1 million
when determining the fair value of the property at the
time of the purchase of the remaining interest in the
property.
The
Company assessed the fair value of the lease intangibles
based on estimated cash flow projections that utilize
appropriate discount rates and available market
information. Such inputs are Level 3 in the fair
value hierarchy. See "Note 7 - Fair Value of Financial
Instruments" for a discussion of the framework for
measuring fair value.
The
financial information set forth below summarizes the
Company's preliminary purchase price allocation for the
properties acquired during the nine months ended
September 30, 2012 and 2011.
Pro
Forma Financial Information
The
pro forma financial information set forth below is based
upon the Company's historical consolidated statements of
operations for the three and nine months ended
September 30, 2012 and 2011, adjusted to give effect
of these transactions as if they had been completed at
the beginning of each year.
The
pro forma financial information is presented for
informational purposes only and may not be indicative of
what actual results of operations would have been had the
transaction occurred at the beginning of each year, nor
does it purport to represent the results of future
operations.
The
following table summarizes the operating results included
in the Company's historical consolidated statement of
operations for the nine months ended September 30,
2012 and 2011, for the properties acquired during the
nine months ended September 30, 2012 and
2011.
Mortgage
Notes Receivable
The
Company holds a $10.0 million second mortgage loan
to the joint venture that owns the Crossroads Shopping
Center. The Company owns a 49% equity interest
in the joint venture. The interest rate
on the loan is 8% per annum and matures on
September 1, 2015, which is coterminous with the
existing first mortgage.
Unconsolidated
Joint Ventures
At
September 30, 2012 and December 31, 2011,
investments in and advances to unconsolidated joint
ventures consisted of the following (with the Company's
ownership percentage in
parentheses).
On
August 1, 2012, the Company acquired the remaining
interest in Wilsonville Old Town Square from its joint
venture partner for approximately $1.6 million and paid
off an existing $13.3 million construction loan securing
the property. Upon the acquisition of the remaining
interest in the property the Company reclassified
approximately $4.0 million from "Investment in and
advances to unconsolidated joint ventures" to "Real
estate investments" in the accompanying consolidated
balance sheet. The Company recorded a gain of
approximately $2.1 million based on its determination of
the fair value of the property at the time of the
purchase of the remaining interest in the property. The
purchase of its remaining interest and the loan repayment
were funded with cash.
On
September 20, 2012, the Company was repaid $7.8 million,
representing its full B-note participation in a first
mortgage secured by Riverside Plaza Shopping
Center. The Company previously acquired its
interest from John Hancock Life Insurance Company through
a 50/50 joint venture with Winthrop Realty
Trust.
The
Company has no contractual capital contribution
commitments to its joint ventures.
The
Company has evaluated its investments in the joint
ventures and has concluded that the joint ventures are
not VIEs. The Company accounts for its
investment in its unconsolidated joint ventures under the
equity method of accounting since it exercises
significant influence over, but does not control the
unconsolidated joint ventures. The other
members in the unconsolidated joint ventures have
substantial participation rights in the financial
decisions and operations of the unconsolidated joint
ventures.
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- Definition
Tabular disclosure of nonconsolidated investments in real estate including interests in corporations, partnerships and joint ventures. Disclosures may include summarized aggregate financial statements for the real estate investments. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Note 3 - Mortgage Notes Payable and Credit Facilities
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Debt Disclosure [Text Block] |
3. Mortgage
Notes Payable and Credit Facilities
Mortgage
Notes Payable
The
mortgage notes payable collateralized by respective
properties and assignment of leases at September 30,
2012 and December 31, 2011, respectively, were as
follows:
On
March 29, 2012, the Company assumed an existing mortgage
loan with an outstanding principal balance of
approximately $8.4 million as part of the acquisition of
Euclid Plaza. The Euclid Plaza loan bears
interest at a rate of 5.23% per annum and has a maturity
date of November 2014. The fair market value
of the mortgage note was $8.8 million at the time it was
assumed.
On
April 10, 2012, the Company paid off $6.9 million of
mortgage debt that was secured by the Cascade Summit Town
Square shopping center.
Credit
Facilities
On
August 29, 2012, the Company entered into an amended and
restated credit facility with KeyBank National
Association, as Administrative Agent, Swing Line Lender
and L/C Issuer, Bank of America, N.A. as Syndication
Agent, PNC Bank, National Association and U.S. Bank
National Association, as Co-Documentation Agents, and the
other lenders party thereto, under which the lenders
agreed to provide a $200.0 million senior unsecured
revolving credit facility, with a letter of credit
sub-limit of up to 20% of the then-current aggregate
commitments. The credit facility also provides
that the Company may from time to time request increased
aggregate commitments of $100.0 million under
certain conditions set forth in the credit facility,
including the consent of the lenders for the additional
commitments. The initial maturity date of the
credit facility is August 29, 2016, subject to a one-year
extension option, which may be exercised by the Company
upon satisfaction of certain conditions, including
payment of an extension fee to the credit facility
administrative agent in an amount equal to 0.25%
multiplied by the aggregate commitments to be shared pro
rata among the lenders thereto.
On
August 29, 2012, the Company entered into an amended and
restated term loan agreement with KeyBank National
Association, as Administrative Agent, Bank of America,
N.A., as Syndication Agent, PNC Bank, National
Association, and U.S. Bank, National Association, as
Co-Documentation Agents, and the other lenders party
thereto, under which the lenders agreed to provide a
$200.0 million senior unsecured term loan
facility. The term loan also provides that the
Company may from time to time request increased aggregate
commitments of $100.0 million under certain
conditions set forth in the term loan, including the
consent of the lenders for the additional
commitments. The maturity date of the term
loan is August 29, 2017.
Borrowings
under the amended and restated credit facility and the
amended and restated term loan agreement (collectively,
the “loan agreements”) bear interest on the
outstanding principal amount at a rate equal to, prior to
such time as the Company has obtained an investment grade
rating from at least two rating agencies, an applicable
rate based on the consolidated leverage ratio of the
Company and its subsidiaries, plus, as applicable,
(i) a LIBOR rate determined by reference to the cost
of funds for dollar deposits for the relevant period (the
"Eurodollar Rate"), or (ii) a base rate determined
by reference to the highest of (a) the federal funds
rate plus 0.50%, (b) the rate of interest announced
by KeyBank National Association as its "prime rate," and
(c) the Eurodollar Rate plus 1.00% (the "Base
Rate"). From, and after the time the Company
obtains an investment grade rating from at least two
rating agencies, borrowings under the loan agreements
will bear interest on the outstanding principal amount at
a rate equal to an applicable rate based on the credit
rating level of the Company, plus, as applicable,
(i) the Eurodollar Rate, or (ii) the Base
Rate. With respect to the amended and restated
credit facility, the Company is obligated to pay
(i) prior to such time as the Company has obtained
an investment grade rating from at least two rating
agencies, an unused fee of (a) 0.35% if
the total outstanding principal amount is less than 50%
of the aggregate commitments or (b) 0.25% if the
total outstanding principal amount is greater than or
equal to 50% of the aggregate commitments, (ii) from
and after such time as the Company has obtained an
investment grade rating from at least two rating
agencies, a facility fee at a facility fee rate based on
the credit rating level of the Company, and (iii) a
fronting fee at a rate of 0.125% per year with respect to
each letter of credit issued under
the agreements. The loan agreements
contain certain representations, financial and other
covenants typical for these types of
facilities. The Company's ability to borrow
under the loan agreements is subject to its compliance
with the covenants and other restrictions on an ongoing
basis. The Company was in compliance with such
covenants at September 30, 2012.
As
of September 30, 2012, $200.0 million was
outstanding under the term loan and nothing outstanding
under the credit facility. The average
interest rate on the term loan during the nine months
ended September, 2012 was 1.8%. The Company
had $200.0 million available to borrow under the
credit facility at September 30, 2012. The Company
had no available borrowings under the term
loan.
In
connection with the amended and restated credit facility
and amended and restated term loan the Company incurred
approximately $2.3 million of deferred financing costs
which are being amortized over the term of the revised
credit facility and term loan.
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- Definition
The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Note 4 - Preferred Stock
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9 Months Ended |
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Sep. 30, 2012
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Preferred Stock [Text Block] |
4. Preferred
Stock
The
Company is authorized to issue 50,000,000 shares of
preferred stock with such designations, voting and other
rights and preferences as may be determined from time to
time by the board of directors. As of
September 30, 2012 and 2011, there were no shares of
preferred stock outstanding.
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- Definition
The entire disclosure for terms, amounts, nature of changes, rights and privileges, dividends, and other matters related to preferred stock. No definition available.
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Note 5 - Common Stock and Warrants
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Sep. 30, 2012
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Stockholders' Equity Note Disclosure [Text Block] |
5. Common
Stock and Warrants
On
June 23, 2011, the Company entered into an ATM
Equity OfferingSM
Sales Agreement ("sales agreement") with Merrill Lynch,
Pierce, Fenner & Smith Incorporated to sell shares of
the Company's common stock par value $0.0001 per share,
having aggregate sales proceeds of $50.0 million from
time to time, through an "at the market" equity offering
program under which Merrill Lynch, Pierce, Fenner &
Smith Incorporated acts as sales (“agent”)
and/or principal agent. During the three and
nine months ended September 30, 2012, the Company
sold 1,883,813 and 2,977,445 shares,
respectively under the sales agreement,
which resulted in gross proceeds of approximately $23.5
million and $36.9 million, respectively and commissions
of approximately $376,000 and $643,000, respectively paid
to the agent. At September 30, 2012, the Company had
sold since the inception of the plan a total of 3,109,245
shares under the sales agreement, which resulted in gross
proceeds of approximately $38.4 million and commissions
of approximately $673,000 paid to the
agent.
Simultaneously
with the consummation of the IPO, the Sponsor purchased
8,000,000 Private Placement Warrants at a purchase price
of $1.00 per warrant. The Private Placement
Warrants were identical to the Public Warrants except
that the Private Placement Warrants are exercisable on a
cashless basis as long as they are still held by the
Sponsor or its members, members of its members’
immediate family or their controlled
affiliates. The purchase price of the Private
Placement Warrants approximated the fair value of such
warrants at the purchase date.
The
Company has the right to redeem all of the warrants it
issued in the IPO and the Private Placement Warrants, at
a price of $0.01 per warrant upon 30 days' notice
while the warrants are exercisable, only in the event
that the last sale price of the common stock is at least
a specified price. The terms of the warrants
are as follows:
The
Company has reserved 53,400,000 shares for the exercise
of the Public Warrants and the Private Placement
Warrants, and issuance of shares under the Company's 2009
Equity Incentive Plan (the "2009
Plan").
Warrant
Repurchase
In
May 2010, the Company's board of directors authorized a
warrant repurchase program to repurchase up to a maximum
of $40.0 million of the Company's
warrants. To date, the Company has not
repurchased warrants under such
program.
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- Definition
The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Note 6 - Stock Compensation and Other Benefit Plans
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Disclosure of Compensation Related Costs, Share-based Payments [Text Block] |
6. Stock
Compensation and Other Benefit
Plans
The
Company follows the FASB guidance related to stock
compensation which establishes financial accounting and
reporting standards for stock-based employee compensation
plans, including all arrangements by which employees
receive shares of stock or other equity instruments of
the employer, or the employer incurs liabilities to
employees in amounts based on the price of the employer's
stock. The guidance also defines a fair
value-based method of accounting for an employee stock
option or similar equity instrument.
During
2009, the Company adopted the 2009 Plan. The
2009 Plan provides for grants of restricted common stock
and stock option awards up to an aggregate of 7.5% of the
issued and outstanding shares of the Company's common
stock at the time of the award, subject to a ceiling of
4,000,000 shares.
Restricted
Stock
During
the nine months ended September 30, 2012, the Company
awarded 303,000 shares of restricted common stock under
the 2009 Plan of which 116,250 shares are
performance-based grants and the remainder of the shares
are time based grants. The performance-based
grants vest in three equal annual tranches, depending on
the Company achieving an 7% total return to shareholders,
or exceeding the top one-third of a certain peer group of
companies over a three-year period from January 1, 2012,
through January 1, 2015. An
independent appraisal company determined the value of the
performance-based grants to be $8.72 per share, compared
to a market price of the Company’s common stock at
the date of grant of $12.04.
As
of September 30, 2012, there remained a total of
$3.3 million of unrecognized restricted stock
compensation related to outstanding non-vested restricted
stock grants awarded under the 2009
Plan. Restricted stock compensation is
expected to be expensed over a remaining weighted average
period of 1.1 years (irrespective of achievement of
the performance conditions). For the three months ended
September 30, 2012 and 2011, amounts charged to
compensation expense totaled approximately $900,000 and
$494,000, respectively. For the nine months
ended September 30, 2012 and 2011, amounts charged to
compensation expense totaled approximately $2.1 million
and $1.5 million, respectively.
A
summary of the status of the Company's non-vested
restricted stock awards as of September 30, 2012,
and changes during the nine months ended
September 30, 2012 are presented
below:
A
summary of the status of the Company's non-vested
restricted stock awards as of September 30, 2011, and
changes during the nine months ended September 30, 2011
are presented below:
Stock
Options
During
the nine months ended September 30, 2012, the Company
awarded a total of 9,500 options to purchase shares under
the 2009 Plan. The Company has used the Monte
Carlo method for purposes of estimating the fair value in
determining compensation expense for the options that
were granted during the nine months ended September 30,
2012. The assumption for expected volatility
has a significant effect on the grant fair
value. Volatility is determined based on the
historical volatilities of REITs similar to the
Company. The Company used the simplified
method to determine the expected life which is calculated
as an average of the vesting period and the contractual
term. The fair value for the options awarded
by the Company during the nine months ended September 30,
2012, was estimated at the date of the grant using the
following weighted-average
assumptions.
A
summary of options activity as of September 30, 2012, and
changes during the nine months ended September 30, 2012
are presented below:
A
summary of options activity as of September 30, 2011,
and changes during the nine months ended September
30, 2011 are presented below:
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