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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Retail Oppurtunity Investments Corporation | NASDAQ:ROIC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.10 | -0.80% | 12.38 | 9.91 | 18.95 | 12.73 | 12.29 | 12.66 | 559,947 | 05:00:07 |
Maryland (Retail Opportunity Investments Corp.)
Delaware (Retail Opportunity Investments Partnership, LP)
(State or other jurisdiction of
incorporation or organization)
|
26-0500600 (Retail Opportunity Investments Corp.)
94-2969738 (Retail Opportunity Investments Partnership, LP)
(I.R.S. Employer
Identification No.)
|
8905 Towne Centre Drive, Suite 108
San Diego, California
(Address of principal executive
offices)
|
92122
(Zip code)
|
|
Retail Opportunity Investments Corp.
|
Yes [X] No [_]
|
|
Retail Opportunity Investments Partnership, LP
|
Yes [X] No [_]
|
|
Retail Opportunity Investments Corp.
|
Yes [X] No [_]
|
|
Retail Opportunity Investments Partnership, LP
|
Yes [X] No [_]
|
Large accelerated filer [X]
|
Accelerated filer [_]
|
Non-accelerated filer [_]
(Do not check if a smaller
reporting company)
|
Smaller reporting company [_]
|
Emerging growth company [_]
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]
|
Large accelerated filer [_]
|
Accelerated filer [_]
|
Non-accelerated filer [X]
(Do not check if a smaller
reporting company)
|
Smaller reporting company [_]
|
Emerging growth company [_]
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]
|
|
Retail Opportunity Investments Corp.
|
Yes [_] No [X]
|
|
Retail Opportunity Investments Partnership, LP
|
Yes [_] No [X]
|
|
|
|
|
|
March 31, 2017
(unaudited) |
|
December 31,
2016 |
||||
ASSETS
|
|
|
|
|
|
||
Real Estate Investments:
|
|
|
|
|
|
||
Land
|
$
|
787,765
|
|
|
$
|
766,199
|
|
Building and improvements
|
1,996,526
|
|
|
1,920,819
|
|
||
|
2,784,291
|
|
|
2,687,018
|
|
||
Less: accumulated depreciation
|
207,858
|
|
|
193,021
|
|
||
Real Estate Investments, net
|
2,576,433
|
|
|
2,493,997
|
|
||
Cash and cash equivalents
|
19,430
|
|
|
13,125
|
|
||
Restricted cash
|
163
|
|
|
125
|
|
||
Tenant and other receivables, net
|
35,946
|
|
|
35,820
|
|
||
Deposits
|
2,000
|
|
|
—
|
|
||
Acquired lease intangible assets, net
|
75,466
|
|
|
79,205
|
|
||
Prepaid expenses
|
2,480
|
|
|
3,317
|
|
||
Deferred charges, net
|
33,807
|
|
|
34,753
|
|
||
Other assets
|
2,812
|
|
|
2,627
|
|
||
Total assets
|
$
|
2,748,537
|
|
|
$
|
2,662,969
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
||
Liabilities:
|
|
|
|
|
|
||
Term loan
|
$
|
299,288
|
|
|
$
|
299,191
|
|
Credit facility
|
184,936
|
|
|
95,654
|
|
||
Senior Notes Due 2026
|
199,731
|
|
|
199,727
|
|
||
Senior Notes Due 2024
|
245,486
|
|
|
245,354
|
|
||
Senior Notes Due 2023
|
245,211
|
|
|
245,051
|
|
||
Mortgage notes payable
|
70,968
|
|
|
71,303
|
|
||
Acquired lease intangible liabilities, net
|
148,986
|
|
|
154,958
|
|
||
Accounts payable and accrued expenses
|
26,941
|
|
|
18,294
|
|
||
Tenants’ security deposits
|
6,288
|
|
|
5,950
|
|
||
Other liabilities
|
13,076
|
|
|
11,922
|
|
||
Total liabilities
|
1,440,911
|
|
|
1,347,404
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
||
|
|
|
|
||||
Equity:
|
|
|
|
|
|
||
Preferred stock, $.0001 par value 50,000,000 shares authorized; none issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.0001 par value, 500,000,000 shares authorized, 109,726,196 and 109,301,762 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively
|
11
|
|
|
11
|
|
||
Additional paid-in capital
|
1,360,700
|
|
|
1,357,910
|
|
||
Accumulated dividends in excess of earnings
|
(176,414
|
)
|
|
(165,951
|
)
|
||
Accumulated other comprehensive loss
|
(3,013
|
)
|
|
(3,729
|
)
|
||
Total Retail Opportunity Investments Corp. stockholders’ equity
|
1,181,284
|
|
|
1,188,241
|
|
||
Non-controlling interests
|
126,342
|
|
|
127,324
|
|
||
Total equity
|
1,307,626
|
|
|
1,315,565
|
|
||
Total liabilities and equity
|
$
|
2,748,537
|
|
|
$
|
2,662,969
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Revenues
|
|
|
|
|
|
||
Base rents
|
$
|
51,479
|
|
|
$
|
43,848
|
|
Recoveries from tenants
|
13,668
|
|
|
11,860
|
|
||
Other income
|
753
|
|
|
386
|
|
||
Total revenues
|
65,900
|
|
|
56,094
|
|
||
|
|
|
|
||||
Operating expenses
|
|
|
|
|
|
||
Property operating
|
9,300
|
|
|
7,498
|
|
||
Property taxes
|
7,068
|
|
|
5,655
|
|
||
Depreciation and amortization
|
23,058
|
|
|
20,933
|
|
||
General and administrative expenses
|
3,499
|
|
|
3,319
|
|
||
Acquisition transaction costs
|
—
|
|
|
136
|
|
||
Other expense
|
49
|
|
|
154
|
|
||
Total operating expenses
|
42,974
|
|
|
37,695
|
|
||
|
|
|
|
||||
Operating income
|
22,926
|
|
|
18,399
|
|
||
|
|
|
|
||||
Non-operating expenses
|
|
|
|
|
|
||
Interest expense and other finance expenses
|
(11,675
|
)
|
|
(9,474
|
)
|
||
Net income
|
11,251
|
|
|
8,925
|
|
||
Net income attributable to non-controlling interests
|
(1,081
|
)
|
|
(898
|
)
|
||
Net Income Attributable to Retail Opportunity Investments Corp.
|
$
|
10,170
|
|
|
$
|
8,027
|
|
|
|
|
|
||||
Earnings per share - basic and diluted:
|
$
|
0.09
|
|
|
$
|
0.08
|
|
|
|
|
|
||||
Dividends per common share
|
$
|
0.1875
|
|
|
$
|
0.1800
|
|
|
|
|
|
||||
Comprehensive income:
|
|
|
|
|
|
||
Net income
|
$
|
11,251
|
|
|
$
|
8,925
|
|
Other comprehensive income
|
|
|
|
|
|
||
Unrealized swap derivative gain (loss) arising during the period
|
161
|
|
|
(297
|
)
|
||
Reclassification adjustment for amortization of interest expense included in net income
|
555
|
|
|
593
|
|
||
Other comprehensive income
|
716
|
|
|
296
|
|
||
Comprehensive income
|
11,967
|
|
|
9,221
|
|
||
Comprehensive income attributable to non-controlling interests
|
(1,081
|
)
|
|
(898
|
)
|
||
Comprehensive income attributable to Retail Opportunity Investments Corp.
|
$
|
10,886
|
|
|
$
|
8,323
|
|
|
Common Stock
|
|
Additional
paid-in capital |
|
Accumulated dividends in excess of earnings
|
|
Accumulated
other comprehensive loss |
|
Non-
controlling interests |
|
Equity
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||
Balance at December 31, 2016
|
109,301,762
|
|
|
$
|
11
|
|
|
$
|
1,357,910
|
|
|
$
|
(165,951
|
)
|
|
$
|
(3,729
|
)
|
|
$
|
127,324
|
|
|
$
|
1,315,565
|
|
Shares issued under the 2009 Plan
|
349,261
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43
|
|
||||||
Repurchase of common stock
|
(74,331
|
)
|
|
—
|
|
|
(1,571
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,571
|
)
|
||||||
Cancellation of restricted stock
|
(999
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock based compensation expense
|
—
|
|
|
—
|
|
|
1,217
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,217
|
|
||||||
Issuance of OP Units to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,559
|
|
|
3,559
|
|
||||||
OP Unit redemption
|
150,503
|
|
|
—
|
|
|
3,202
|
|
|
—
|
|
|
—
|
|
|
(3,202
|
)
|
|
—
|
|
||||||
Adjustment to non-controlling interests ownership in Operating Partnership
|
—
|
|
|
—
|
|
|
321
|
|
|
—
|
|
|
—
|
|
|
(321
|
)
|
|
—
|
|
||||||
Registration expenditures
|
—
|
|
|
—
|
|
|
(422
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(422
|
)
|
||||||
Cash dividends ($0.1875 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,574
|
)
|
|
—
|
|
|
(2,099
|
)
|
|
(22,673
|
)
|
||||||
Dividends payable to officers
|
—
|
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
||||||
Net income attributable to Retail Opportunity Investments Corp.
|
—
|
|
|
—
|
|
|
—
|
|
|
10,170
|
|
|
—
|
|
|
—
|
|
|
10,170
|
|
||||||
Net income attributable to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,081
|
|
|
1,081
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
716
|
|
|
—
|
|
|
716
|
|
||||||
Balance at March 31, 2017
|
109,726,196
|
|
|
$
|
11
|
|
|
$
|
1,360,700
|
|
|
$
|
(176,414
|
)
|
|
$
|
(3,013
|
)
|
|
$
|
126,342
|
|
|
$
|
1,307,626
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||
Net income
|
$
|
11,251
|
|
|
$
|
8,925
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
23,058
|
|
|
20,933
|
|
||
Amortization of deferred financing costs and mortgage premiums, net
|
532
|
|
|
536
|
|
||
Straight-line rent adjustment
|
(1,066
|
)
|
|
(1,170
|
)
|
||
Amortization of above and below market rent
|
(6,049
|
)
|
|
(4,135
|
)
|
||
Amortization relating to stock based compensation
|
1,217
|
|
|
1,082
|
|
||
Provisions for tenant credit losses
|
636
|
|
|
386
|
|
||
Other noncash interest expense
|
535
|
|
|
535
|
|
||
Change in operating assets and liabilities:
|
|
|
|
|
|
||
Restricted cash
|
(38
|
)
|
|
(63
|
)
|
||
Tenant and other receivables
|
304
|
|
|
(873
|
)
|
||
Prepaid expenses
|
837
|
|
|
(68
|
)
|
||
Accounts payable and accrued expenses
|
7,416
|
|
|
7,577
|
|
||
Other assets and liabilities, net
|
980
|
|
|
1,848
|
|
||
Net cash provided by operating activities
|
39,613
|
|
|
35,513
|
|
||
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||
Investments in real estate
|
(88,187
|
)
|
|
(1,305
|
)
|
||
Improvements to properties
|
(7,337
|
)
|
|
(8,855
|
)
|
||
Deposits on real estate acquisitions
|
(2,000
|
)
|
|
500
|
|
||
Net cash used in investing activities
|
(97,524
|
)
|
|
(9,660
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||
Principal repayments on mortgages
|
(189
|
)
|
|
(130
|
)
|
||
Proceeds from draws on credit facility
|
99,000
|
|
|
49,000
|
|
||
Payments on credit facility
|
(10,000
|
)
|
|
(15,000
|
)
|
||
Proceeds on repayment of promissory note receivable
|
—
|
|
|
6,710
|
|
||
Redemption of OP Units
|
—
|
|
|
(38,820
|
)
|
||
Distributions to OP Unitholders
|
(2,099
|
)
|
|
(1,945
|
)
|
||
Deferred financing and other costs
|
(3
|
)
|
|
—
|
|
||
Registration expenditures
|
(256
|
)
|
|
(49
|
)
|
||
Dividends paid to common stockholders
|
(20,709
|
)
|
|
(18,125
|
)
|
||
Common shares issued under the 2009 Plan
|
43
|
|
|
—
|
|
||
Repurchase of common stock
|
(1,571
|
)
|
|
(1,351
|
)
|
||
Net cash provided by (used in) financing activities
|
64,216
|
|
|
(19,710
|
)
|
||
Net increase in cash and cash equivalents
|
6,305
|
|
|
6,143
|
|
||
Cash and cash equivalents at beginning of period
|
13,125
|
|
|
8,844
|
|
||
Cash and cash equivalents at end of period
|
$
|
19,430
|
|
|
$
|
14,987
|
|
|
|
|
|
||||
Other non-cash investing and financing activities increase (decrease):
|
|
|
|
|
|
||
Issuance of OP Units in connection with acquisitions
|
$
|
3,559
|
|
|
$
|
46,140
|
|
Fair value of assumed mortgages upon acquisition
|
$
|
—
|
|
|
$
|
17,618
|
|
Intangible lease liabilities
|
$
|
1,118
|
|
|
$
|
—
|
|
Interest rate swap assets
|
$
|
181
|
|
|
$
|
—
|
|
Interest rate swap liabilities
|
$
|
—
|
|
|
$
|
239
|
|
Accrued real estate improvement costs
|
$
|
1,531
|
|
|
$
|
3,377
|
|
|
March 31, 2017
(unaudited) |
|
December 31, 2016
|
||||
ASSETS
|
|
|
|
|
|
||
Real Estate Investments:
|
|
|
|
|
|
||
Land
|
$
|
787,765
|
|
|
$
|
766,199
|
|
Building and improvements
|
1,996,526
|
|
|
1,920,819
|
|
||
|
2,784,291
|
|
|
2,687,018
|
|
||
Less: accumulated depreciation
|
207,858
|
|
|
193,021
|
|
||
Real Estate Investments, net
|
2,576,433
|
|
|
2,493,997
|
|
||
Cash and cash equivalents
|
19,430
|
|
|
13,125
|
|
||
Restricted cash
|
163
|
|
|
125
|
|
||
Tenant and other receivables, net
|
35,946
|
|
|
35,820
|
|
||
Deposits
|
2,000
|
|
|
—
|
|
||
Acquired lease intangible assets, net
|
75,466
|
|
|
79,205
|
|
||
Prepaid expenses
|
2,480
|
|
|
3,317
|
|
||
Deferred charges, net
|
33,807
|
|
|
34,753
|
|
||
Other assets
|
2,812
|
|
|
2,627
|
|
||
Total assets
|
$
|
2,748,537
|
|
|
$
|
2,662,969
|
|
|
|
|
|
||||
LIABILITIES AND CAPITAL
|
|
|
|
|
|
||
Liabilities:
|
|
|
|
|
|
||
Term loan
|
$
|
299,288
|
|
|
$
|
299,191
|
|
Credit facility
|
184,936
|
|
|
95,654
|
|
||
Senior Notes Due 2026
|
199,731
|
|
|
199,727
|
|
||
Senior Notes Due 2024
|
245,486
|
|
|
245,354
|
|
||
Senior Notes Due 2023
|
245,211
|
|
|
245,051
|
|
||
Mortgage notes payable
|
70,968
|
|
|
71,303
|
|
||
Acquired lease intangible liabilities, net
|
148,986
|
|
|
154,958
|
|
||
Accounts payable and accrued expenses
|
26,941
|
|
|
18,294
|
|
||
Tenants’ security deposits
|
6,288
|
|
|
5,950
|
|
||
Other liabilities
|
13,076
|
|
|
11,922
|
|
||
Total liabilities
|
1,440,911
|
|
|
1,347,404
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
||
|
|
|
|
||||
Capital:
|
|
|
|
|
|
||
Partners’ capital, unlimited partnership units authorized:
|
|
|
|
|
|
||
ROIC capital (consists of general and limited partnership interests held by ROIC)
|
1,184,297
|
|
|
1,191,970
|
|
||
Limited partners’ capital (consists of limited partnership interests held by third parties)
|
126,342
|
|
|
127,324
|
|
||
Accumulated other comprehensive loss
|
(3,013
|
)
|
|
(3,729
|
)
|
||
Total capital
|
1,307,626
|
|
|
1,315,565
|
|
||
Total liabilities and capital
|
$
|
2,748,537
|
|
|
$
|
2,662,969
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Revenues
|
|
|
|
|
|
||
Base rents
|
$
|
51,479
|
|
|
$
|
43,848
|
|
Recoveries from tenants
|
13,668
|
|
|
11,860
|
|
||
Other income
|
753
|
|
|
386
|
|
||
Total revenues
|
65,900
|
|
|
56,094
|
|
||
|
|
|
|
||||
Operating expenses
|
|
|
|
|
|
||
Property operating
|
9,300
|
|
|
7,498
|
|
||
Property taxes
|
7,068
|
|
|
5,655
|
|
||
Depreciation and amortization
|
23,058
|
|
|
20,933
|
|
||
General and administrative expenses
|
3,499
|
|
|
3,319
|
|
||
Acquisition transaction costs
|
—
|
|
|
136
|
|
||
Other expense
|
49
|
|
|
154
|
|
||
Total operating expenses
|
42,974
|
|
|
37,695
|
|
||
|
|
|
|
||||
Operating income
|
22,926
|
|
|
18,399
|
|
||
Non-operating expenses
|
|
|
|
|
|
||
Interest expense and other finance expenses
|
(11,675
|
)
|
|
(9,474
|
)
|
||
Net Income Attributable to Retail Opportunity Investments Partnership, LP
|
$
|
11,251
|
|
|
$
|
8,925
|
|
|
|
|
|
||||
Earnings per unit - basic and diluted:
|
$
|
0.09
|
|
|
$
|
0.08
|
|
|
|
|
|
||||
Distributions per unit
|
$
|
0.1875
|
|
|
$
|
0.1800
|
|
|
|
|
|
||||
Comprehensive income:
|
|
|
|
|
|
||
Net income
|
$
|
11,251
|
|
|
$
|
8,925
|
|
Other comprehensive income
|
|
|
|
|
|
||
Unrealized swap derivative gain (loss) arising during the period
|
161
|
|
|
(297
|
)
|
||
Reclassification adjustment for amortization of interest expense included in net income
|
555
|
|
|
593
|
|
||
Other comprehensive income
|
716
|
|
|
296
|
|
||
Comprehensive income
|
$
|
11,967
|
|
|
$
|
9,221
|
|
|
Limited Partner’s Capital
(1)
|
|
ROIC Capital
(2)
|
|
Accumulated
other comprehensive loss |
|
|
||||||||||||||
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
|
Capital
|
|||||||||||
Balance at December 31, 2016
|
11,668,061
|
|
|
$
|
127,324
|
|
|
109,301,762
|
|
|
$
|
1,191,970
|
|
|
$
|
(3,729
|
)
|
|
$
|
1,315,565
|
|
OP units issued under the 2009 Plan
|
—
|
|
|
—
|
|
|
349,261
|
|
|
43
|
|
|
—
|
|
|
43
|
|
||||
Repurchase of OP Units
|
—
|
|
|
—
|
|
|
(74,331
|
)
|
|
(1,571
|
)
|
|
—
|
|
|
(1,571
|
)
|
||||
Cancellation of restricted stock
|
—
|
|
|
—
|
|
|
(999
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Stock based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
1,217
|
|
|
—
|
|
|
1,217
|
|
||||
Issuance of OP Units
|
168,497
|
|
|
3,559
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,559
|
|
||||
Equity redemption of OP Units
|
(150,503
|
)
|
|
(3,202
|
)
|
|
150,503
|
|
|
3,202
|
|
|
—
|
|
|
—
|
|
||||
Adjustment to non-controlling interests ownership in Operating Partnership
|
—
|
|
|
(321
|
)
|
|
—
|
|
|
321
|
|
|
—
|
|
|
—
|
|
||||
Registration expenditures
|
—
|
|
|
—
|
|
|
—
|
|
|
(422
|
)
|
|
—
|
|
|
(422
|
)
|
||||
Cash distributions ($0.1875 per unit)
|
—
|
|
|
(2,099
|
)
|
|
—
|
|
|
(20,574
|
)
|
|
—
|
|
|
(22,673
|
)
|
||||
Dividends payable to officers
|
—
|
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
|
—
|
|
|
(59
|
)
|
||||
Net income attributable to Retail Opportunity Investments Partnership, LP
|
—
|
|
|
1,081
|
|
|
—
|
|
|
10,170
|
|
|
—
|
|
|
11,251
|
|
||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
716
|
|
|
716
|
|
||||
Balance at March 31, 2017
|
11,686,055
|
|
|
$
|
126,342
|
|
|
109,726,196
|
|
|
$
|
1,184,297
|
|
|
$
|
(3,013
|
)
|
|
$
|
1,307,626
|
|
(1)
|
Consists of limited partnership interests held by third parties.
|
(2)
|
Consists of general and limited partnership interests held by ROIC.
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||
Net income
|
$
|
11,251
|
|
|
$
|
8,925
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
23,058
|
|
|
20,933
|
|
||
Amortization of deferred financing costs and mortgage premiums, net
|
532
|
|
|
536
|
|
||
Straight-line rent adjustment
|
(1,066
|
)
|
|
(1,170
|
)
|
||
Amortization of above and below market rent
|
(6,049
|
)
|
|
(4,135
|
)
|
||
Amortization relating to stock based compensation
|
1,217
|
|
|
1,082
|
|
||
Provisions for tenant credit losses
|
636
|
|
|
386
|
|
||
Other noncash interest expense
|
535
|
|
|
535
|
|
||
Change in operating assets and liabilities:
|
|
|
|
|
|
||
Restricted cash
|
(38
|
)
|
|
(63
|
)
|
||
Tenant and other receivables
|
304
|
|
|
(873
|
)
|
||
Prepaid expenses
|
837
|
|
|
(68
|
)
|
||
Accounts payable and accrued expenses
|
7,416
|
|
|
7,577
|
|
||
Other assets and liabilities, net
|
980
|
|
|
1,848
|
|
||
Net cash provided by operating activities
|
39,613
|
|
|
35,513
|
|
||
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||
Investments in real estate
|
(88,187
|
)
|
|
(1,305
|
)
|
||
Improvements to properties
|
(7,337
|
)
|
|
(8,855
|
)
|
||
Deposits on real estate acquisitions
|
(2,000
|
)
|
|
500
|
|
||
Net cash used in investing activities
|
(97,524
|
)
|
|
(9,660
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||
Principal repayments on mortgages
|
(189
|
)
|
|
(130
|
)
|
||
Proceeds from draws on credit facility
|
99,000
|
|
|
49,000
|
|
||
Payments on credit facility
|
(10,000
|
)
|
|
(15,000
|
)
|
||
Proceeds on repayment of promissory note receivable
|
—
|
|
|
6,710
|
|
||
Redemption of OP Units
|
—
|
|
|
(38,820
|
)
|
||
Deferred financing and other costs
|
(3
|
)
|
|
—
|
|
||
Registration expenditures
|
(256
|
)
|
|
(49
|
)
|
||
Distributions to Unitholders
|
(22,808
|
)
|
|
(20,070
|
)
|
||
Issuance of OP Units under the 2009 Plan
|
43
|
|
|
—
|
|
||
Repurchase of OP Units
|
(1,571
|
)
|
|
(1,351
|
)
|
||
Net cash provided by (used in) financing activities
|
64,216
|
|
|
(19,710
|
)
|
||
Net increase in cash and cash equivalents
|
6,305
|
|
|
6,143
|
|
||
Cash and cash equivalents at beginning of period
|
13,125
|
|
|
8,844
|
|
||
Cash and cash equivalents at end of period
|
$
|
19,430
|
|
|
$
|
14,987
|
|
|
|
|
|
||||
Other non-cash investing and financing activities increase (decrease):
|
|
|
|
|
|
||
Issuance of OP Units in connection with acquisitions
|
$
|
3,559
|
|
|
$
|
46,140
|
|
Fair value of assumed mortgages upon acquisition
|
$
|
—
|
|
|
$
|
17,618
|
|
Intangible lease liabilities
|
$
|
1,118
|
|
|
$
|
—
|
|
Interest rate swap assets
|
$
|
181
|
|
|
$
|
—
|
|
Interest rate swap liabilities
|
$
|
—
|
|
|
$
|
239
|
|
Accrued real estate improvement costs
|
$
|
1,531
|
|
|
$
|
3,377
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Numerator:
|
|
|
|
|
|
||
Net income
|
$
|
11,251
|
|
|
$
|
8,925
|
|
Less income attributable to non-controlling interests
|
(1,081
|
)
|
|
(898
|
)
|
||
Less earnings allocated to unvested shares
|
(80
|
)
|
|
(68
|
)
|
||
Net income available for common stockholders, basic
|
$
|
10,090
|
|
|
$
|
7,959
|
|
Numerator:
|
|
|
|
|
|
||
Net income
|
$
|
11,251
|
|
|
$
|
8,925
|
|
Less earnings allocated to unvested shares
|
(80
|
)
|
|
(68
|
)
|
||
Net income available for common stockholders, diluted
|
$
|
11,171
|
|
|
$
|
8,857
|
|
Denominator:
|
|
|
|
|
|
||
Denominator for basic EPS – weighted average common equivalent shares
|
109,226,809
|
|
|
99,410,942
|
|
||
OP units
|
11,569,171
|
|
|
11,093,870
|
|
||
Restricted stock awards - performance-based
|
122,234
|
|
|
88,618
|
|
||
Stock options
|
135,837
|
|
|
118,060
|
|
||
Denominator for diluted EPS – weighted average common equivalent shares
|
121,054,051
|
|
|
110,711,490
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Numerator:
|
|
|
|
|
|
||
Net income
|
$
|
11,251
|
|
|
$
|
8,925
|
|
Less earnings allocated to unvested shares
|
(80
|
)
|
|
(68
|
)
|
||
Net income available to unitholders, basic and diluted
|
$
|
11,171
|
|
|
$
|
8,857
|
|
Denominator:
|
|
|
|
|
|
||
Denominator for basic earnings per unit – weighted average common equivalent units
|
120,795,980
|
|
|
110,504,812
|
|
||
Restricted stock awards – performance-based
|
122,234
|
|
|
88,618
|
|
||
Stock options
|
135,837
|
|
|
118,060
|
|
||
Denominator for diluted earnings per unit – weighted average common equivalent units
|
121,054,051
|
|
|
110,711,490
|
|
|
Three Months Ended March 31, 2017
|
||
Statement of operations:
|
|
|
|
Revenues
|
$
|
329
|
|
Net income attributable to Retail Opportunity Investments Corp.
|
$
|
74
|
|
|
Minimum Rents
|
||
Remaining 2017
|
$
|
130,342
|
|
2018
|
155,814
|
|
|
2019
|
134,029
|
|
|
2020
|
114,133
|
|
|
2021
|
93,307
|
|
|
Thereafter
|
400,943
|
|
|
Total minimum lease payments
|
$
|
1,028,568
|
|
Property
|
Maturity Date
|
|
Interest Rate
|
|
March 31, 2017
|
|
December 31, 2016
|
|||||
Bernardo Heights Plaza
|
July 2017
|
|
5.70
|
%
|
|
8,167
|
|
|
8,216
|
|
||
Santa Teresa Village
|
February 2018
|
|
6.20
|
%
|
|
10,323
|
|
|
10,383
|
|
||
Magnolia Shopping Center
|
October 2018
|
|
5.50
|
%
|
|
9,090
|
|
|
9,135
|
|
||
Casitas Plaza Shopping Center
|
June 2022
|
|
5.32
|
%
|
|
7,414
|
|
|
7,449
|
|
||
Diamond Hills Plaza
|
October 2025
|
|
3.55
|
%
|
|
35,500
|
|
|
35,500
|
|
||
|
|
|
|
|
|
$
|
70,494
|
|
|
$
|
70,683
|
|
Mortgage premiums
|
|
|
|
|
|
866
|
|
|
1,037
|
|
||
Net unamortized deferred financing costs
|
|
|
|
|
|
(392
|
)
|
|
(417
|
)
|
||
Total mortgage notes payable
|
|
|
|
|
|
$
|
70,968
|
|
|
$
|
71,303
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Term Loan
|
$
|
300,000
|
|
|
$
|
300,000
|
|
Net unamortized deferred financing costs
|
(712
|
)
|
|
(809
|
)
|
||
Term Loan:
|
$
|
299,288
|
|
|
$
|
299,191
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Credit Facility
|
$
|
187,000
|
|
|
$
|
98,000
|
|
Net unamortized deferred financing costs
|
(2,064
|
)
|
|
(2,346
|
)
|
||
Credit Facility:
|
$
|
184,936
|
|
|
$
|
95,654
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Principal amount
|
$
|
200,000
|
|
|
$
|
200,000
|
|
Net unamortized deferred financing costs
|
(269
|
)
|
|
(273
|
)
|
||
Senior Notes Due 2026:
|
$
|
199,731
|
|
|
$
|
199,727
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Principal amount
|
$
|
250,000
|
|
|
$
|
250,000
|
|
Unamortized debt discount
|
(2,814
|
)
|
|
(2,891
|
)
|
||
Net unamortized deferred financing costs
|
(1,700
|
)
|
|
(1,755
|
)
|
||
Senior Notes Due 2024:
|
$
|
245,486
|
|
|
$
|
245,354
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Principal amount
|
$
|
250,000
|
|
|
$
|
250,000
|
|
Unamortized debt discount
|
(3,026
|
)
|
|
(3,119
|
)
|
||
Net unamortized deferred financing costs
|
(1,763
|
)
|
|
(1,830
|
)
|
||
Senior Notes Due 2023:
|
$
|
245,211
|
|
|
$
|
245,051
|
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
Non-vested at December 31, 2016
|
660,458
|
|
|
$
|
16.10
|
|
Granted
|
419,394
|
|
|
$
|
19.94
|
|
Vested
|
(296,386
|
)
|
|
$
|
15.61
|
|
Forfeited
|
(999
|
)
|
|
$
|
18.02
|
|
Non-vested at March 31, 2017
|
782,467
|
|
|
$
|
18.34
|
|
Swap Counterparty
|
Notional Amount
|
|
Effective Date
|
|
Maturity Date
|
||
Bank of Montreal
|
$
|
50,000
|
|
|
1/29/2016
|
|
1/31/2019
|
Regions Bank
|
$
|
50,000
|
|
|
2/29/2016
|
|
1/31/2019
|
|
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|
Total
|
||||||||
March 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative financial instruments
|
$
|
—
|
|
|
$
|
1,056
|
|
|
$
|
—
|
|
|
$
|
1,056
|
|
Derivatives designed as hedging instruments
|
|
Balance sheet location
|
|
March 31, 2017 Fair Value
|
|
December 31, 2016 Fair Value
|
||||
Interest rate products
|
|
Other assets
|
|
$
|
1,056
|
|
|
$
|
875
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Amount of gain (loss) recognized in OCI on derivative
|
$
|
161
|
|
|
$
|
(297
|
)
|
Amount of loss reclassified from accumulated OCI into interest
|
$
|
555
|
|
|
$
|
593
|
|
|
Operating
Leases
|
||
Remaining 2017
|
$
|
931
|
|
2018
|
1,273
|
|
|
2019
|
1,278
|
|
|
2020
|
1,286
|
|
|
2021
|
1,282
|
|
|
Thereafter
|
36,651
|
|
|
Total minimum lease payments
|
$
|
42,701
|
|
•
|
the conditions in the local markets in which we operate and our concentration in those markets, as well as changes in national economic and market conditions;
|
•
|
our ability to enter into new leases or to renew leases with existing tenants at the properties we own or acquire at favorable rates;
|
•
|
our use of debt as part of our financing strategy and our ability to make payments or to comply with any covenants under our senior unsecured notes, our unsecured credit facilities or other debt facilities we currently have or subsequently obtain;
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Operating income per GAAP
|
$
|
22,926
|
|
|
$
|
18,399
|
|
Plus: Depreciation and amortization
|
23,058
|
|
|
20,933
|
|
||
General and administrative expenses
|
3,499
|
|
|
3,319
|
|
||
Acquisition transaction costs
|
—
|
|
|
136
|
|
||
Other expense
|
49
|
|
|
154
|
|
||
Total portfolio property operating income
|
$
|
49,532
|
|
|
$
|
42,941
|
|
|
Three Months Ended March 31, 2017
|
||||||||||
|
Same-Center
|
|
Non Same-Center
|
|
Total
|
||||||
Operating income per GAAP
|
$
|
22,216
|
|
|
$
|
710
|
|
|
$
|
22,926
|
|
Plus: Depreciation and amortization
|
19,296
|
|
|
3,762
|
|
|
23,058
|
|
|||
General and administrative expenses
(1)
|
—
|
|
|
3,499
|
|
|
3,499
|
|
|||
Acquisition transaction costs
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other expense
(1)
|
—
|
|
|
49
|
|
|
49
|
|
|||
Property operating income
|
$
|
41,512
|
|
|
$
|
8,020
|
|
|
$
|
49,532
|
|
(1)
|
For illustration purposes, general and administrative expenses and other expense are included in non same-center because the Company does not allocate these types of expenses between same-center and non same-center.
|
|
Three Months Ended March 31, 2016
|
||||||||||
|
Same-Center
|
|
Non Same-Center
|
|
Total
|
||||||
Operating income (loss) per GAAP
|
$
|
21,631
|
|
|
$
|
(3,232
|
)
|
|
$
|
18,399
|
|
Plus: Depreciation and amortization
|
20,778
|
|
|
155
|
|
|
20,933
|
|
|||
General and administrative expenses
(1)
|
—
|
|
|
3,319
|
|
|
3,319
|
|
|||
Acquisition transaction costs
|
142
|
|
|
(6
|
)
|
|
136
|
|
|||
Other expenses
(1)
|
—
|
|
|
154
|
|
|
154
|
|
|||
Property operating income
|
$
|
42,551
|
|
|
$
|
390
|
|
|
$
|
42,941
|
|
(1)
|
For illustration purposes, general and administrative expenses and other expenses are included in non same-center because the Company does not allocate these types of expenses between same-center and non same-center.
|
•
|
does not represent cash flows from operating activities in accordance with GAAP (which, unlike FFO, generally reflects all cash effects of transactions and other events in the determination of net income); and
|
•
|
should not be considered an alternative to net income as an indication of our performance.
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Net income attributable to ROIC
|
$
|
10,170
|
|
|
$
|
8,027
|
|
Plus: Depreciation and amortization
|
23,058
|
|
|
20,933
|
|
||
Funds from operations – basic
|
33,228
|
|
|
28,960
|
|
||
Net income attributable to non-controlling interests
|
1,081
|
|
|
898
|
|
||
Funds from operations – diluted
|
$
|
34,309
|
|
|
$
|
29,858
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
GAAP operating income
|
$
|
22,926
|
|
|
$
|
18,399
|
|
Depreciation and amortization
|
23,058
|
|
|
20,933
|
|
||
General and administrative expenses
|
3,499
|
|
|
3,319
|
|
||
Acquisition transaction costs
|
—
|
|
|
136
|
|
||
Other expense
|
49
|
|
|
154
|
|
||
Property revenues and other expenses
(1)
|
(6,854
|
)
|
|
(4,934
|
)
|
||
Total Company cash NOI
|
42,678
|
|
|
38,007
|
|
||
Non same-center cash NOI
|
(4,288
|
)
|
|
(379
|
)
|
||
Same-center cash NOI
|
$
|
38,390
|
|
|
$
|
37,628
|
|
(1)
|
Includes straight-line rents, amortization of above and below-market lease intangibles, anchor lease termination fees, net of contractual amounts, and expense and recovery adjustments related to prior periods.
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Net Cash Provided by (Used in):
|
|
|
|
|
|
||
Operating Activities
|
$
|
39,613
|
|
|
$
|
35,513
|
|
Investing Activities
|
$
|
(97,524
|
)
|
|
$
|
(9,660
|
)
|
Financing Activities
|
$
|
64,216
|
|
|
$
|
(19,710
|
)
|
|
Remaining 2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||||||
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Mortgage Notes Payable Principal
(1)
|
$
|
8,599
|
|
|
$
|
19,237
|
|
|
$
|
157
|
|
|
$
|
166
|
|
|
$
|
282
|
|
|
$
|
42,053
|
|
|
$
|
70,494
|
|
Mortgage Notes Payable Interest
|
2,263
|
|
|
2,174
|
|
|
1,655
|
|
|
1,650
|
|
|
1,637
|
|
|
4,886
|
|
|
14,265
|
|
|||||||
Term loan
(2)
|
—
|
|
|
—
|
|
|
300,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300,000
|
|
|||||||
Credit facility
(3)
|
—
|
|
|
—
|
|
|
187,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
187,000
|
|
|||||||
Senior Notes Due 2026
(4)
|
3,950
|
|
|
7,900
|
|
|
7,900
|
|
|
7,900
|
|
|
7,900
|
|
|
239,500
|
|
|
275,050
|
|
|||||||
Senior Notes Due 2024
(4)
|
10,000
|
|
|
10,000
|
|
|
10,000
|
|
|
10,000
|
|
|
10,000
|
|
|
280,000
|
|
|
330,000
|
|
|||||||
Senior Notes Due 2023
(4)
|
12,500
|
|
|
12,500
|
|
|
12,500
|
|
|
12,500
|
|
|
12,500
|
|
|
275,000
|
|
|
337,500
|
|
|||||||
Operating lease obligations
|
931
|
|
|
1,273
|
|
|
1,278
|
|
|
1,286
|
|
|
1,282
|
|
|
36,651
|
|
|
42,701
|
|
|||||||
Total
|
$
|
38,243
|
|
|
$
|
53,084
|
|
|
$
|
520,490
|
|
|
$
|
33,502
|
|
|
$
|
33,601
|
|
|
$
|
878,090
|
|
|
$
|
1,557,010
|
|
(1)
|
Does not include unamortized mortgage premium of
$866,000
as of
March 31, 2017
.
|
(2)
|
For the purpose of the above table, the Company has assumed that borrowings under the term loan accrue interest at the average interest rate on the term loan during the
three
months ended
March 31, 2017
which was
1.9%
. Borrowings under the term loan accrue interest 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) 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 the Administrative Agent as its “prime rate,” and (c) the Eurodollar Rate plus 1.10%.
|
(3)
|
For the purpose of the above table, the Company has assumed that borrowings under the credit facility accrue interest at the average interest rate on the credit facility during the
three
months ended
March 31, 2017
which was
1.8%
. Borrowings under the credit facility accrue interest 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) 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%.
|
(4)
|
Represents payments of interest only in years
2017
through
2021
and payments of both principal and interest thereafter.
|
Swap Notional
|
|
Less 100 basis points
|
|
Less 50 basis points
|
|
March 31, 2017
Value |
|
Increase 50 basis points
|
|
Increase 100 basis points
|
|||||
$50,000
|
|
(387
|
)
|
|
54
|
|
|
488
|
|
|
917
|
|
|
1,342
|
|
$50,000
|
|
(303
|
)
|
|
138
|
|
|
571
|
|
|
1,001
|
|
|
1,425
|
|
|
|
Total Number of Shares Purchased
(1)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number of Shares That May Yet be Purchased Under the Plans or Programs
|
|||||
January 1, 2017 to January 31, 2017
|
|
74,331
|
|
|
$
|
21.13
|
|
|
—
|
|
|
—
|
|
February 1, 2017 to February 28, 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
March 1, 2017 to March 31, 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
74,331
|
|
|
$
|
21.13
|
|
|
—
|
|
|
—
|
|
(1)
|
Represents shares repurchased by the Company in connection with the net share settlement to cover the minimum taxes on vesting of restricted stock issued under the Company’s 2009 Equity Incentive Plan that vested.
|
RETAIL OPPORTUNITY INVESTMENTS CORP.
|
|
RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP,
by Retail Opportunity Investments GP, LLC, its sole general partner
|
|
|
|
|
|
|
Registrant
|
|
Registrant
|
|
|
|
/s/ Stuart A. Tanz
|
|
/s/ Stuart A. Tanz
|
Name: Stuart A. Tanz
|
|
Name: Stuart A. Tanz
|
Title:
Chief Executive Officer
|
|
Title:
Chief Executive Officer
|
|
|
|
Date: April 27, 2017
|
|
Date: April 27, 2017
|
|
|
|
|
|
|
/s/ Michael B. Haines
|
|
/s/ Michael B. Haines
|
Name: Michael B. Haines
|
|
Name: Michael B. Haines
|
Title:
Chief Financial Officer
|
|
Title:
Chief Financial Officer
|
|
|
|
Date: April 27, 2017
|
|
Date: April 27, 2017
|
|
|
|
|
|
|
1 Year Retail Oppurtunity Inves... Chart |
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