10-Q 1 roic-20240331.htm 10-Q roic-20240331
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2024
 
OR
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____

Commission file number 001-33749

RETAIL OPPORTUNITY INVESTMENTS CORP.
RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP
(Exact name of registrant as specified in its charter)
Maryland (Retail Opportunity Investments Corp.)26-0500600 (Retail Opportunity Investments Corp.)
Delaware (Retail Opportunity Investments Partnership, LP)94-2969738 (Retail Opportunity Investments Partnership, LP)
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
11250 El Camino Real
Suite 200
San Diego,California
92130
(Address of Principal Executive Offices)(Zip Code)


(858) 677-0900
(Registrant’s telephone number, including area code)
 
N/A
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
Retail Opportunity Investments Corp.YesNo
Retail Opportunity Investments Partnership, LPYesNo

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Retail Opportunity Investments Corp.Yes No
Retail Opportunity Investments Partnership, LPYes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 

Retail Opportunity Investments Corp.
Large accelerated filer Accelerated filerNon-accelerated filer Smaller reporting company
Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
Retail Opportunity Investments Partnership, LP
Large accelerated filerAccelerated filerNon-accelerated filer Smaller reporting company
Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Retail Opportunity Investments Corp.Yes  No
Retail Opportunity Investments Partnership, LPYes No

Securities registered pursuant to Section 12(b) of the Act:
Name of RegistrantTitle of each classTrading SymbolName of each exchange on which registered
Retail Opportunity Investments Corp.Common Stock, par value $0.0001 per shareROICNASDAQ
Retail Opportunity Investments Partnership, LPNoneNoneNone

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: 127,454,354 shares of common stock, par value $0.0001 per share, of Retail Opportunity Investments Corp. outstanding as of April 18, 2024.
 



EXPLANATORY PARAGRAPH
 
This report combines the quarterly reports on Form 10-Q for the quarter ended March 31, 2024 of Retail Opportunity Investments Corp., a Maryland corporation (“ROIC”), and Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), of which ROIC is the parent company and general partner. Unless otherwise indicated or unless the context requires otherwise, all references in this report to “the Company,” “we,” “us,” “our,” or “our company” refer to ROIC together with its consolidated subsidiaries, including the Operating Partnership. Unless otherwise indicated or unless the context requires otherwise, all references in this report to “the Operating Partnership” refer to Retail Opportunity Investments Partnership, LP together with its consolidated subsidiaries.
 
ROIC operates as a real estate investment trust and as of March 31, 2024, ROIC owned an approximate 94.5% partnership interest in the Operating Partnership. Retail Opportunity Investments GP, LLC, ROIC’s wholly-owned subsidiary, is the sole general partner of the Operating Partnership, and as the parent company, ROIC has the full and complete authority over the Operating Partnership’s day-to-day management and control.
 
The Company believes that combining the quarterly reports on Form 10-Q of ROIC and the Operating Partnership into a single report will result in the following benefits:
 
facilitate a better understanding by the investors of ROIC and the Operating Partnership by enabling them to view the business as a whole in the same manner as management views and operates the business;

remove duplicative disclosures and provide a more straightforward presentation in light of the fact that a substantial portion of the disclosure applies to both ROIC and the Operating Partnership; and

create time and cost efficiencies through the preparation of one combined report instead of two separate reports.

Management operates ROIC and the Operating Partnership as one enterprise. The management of ROIC and the Operating Partnership are the same.
 
There are a few differences between ROIC and the Operating Partnership, which are reflected in the disclosures in this report. The Company believes it is important to understand the differences between ROIC and the Operating Partnership in the context of how these entities operate as an interrelated consolidated company. ROIC is a real estate investment trust, whose only material asset is its ownership of direct or indirect partnership interests in the Operating Partnership and membership interest in Retail Opportunity Investments GP, LLC, which is the sole general partner of the Operating Partnership. As a result, ROIC does not conduct business itself, other than acting as the parent company of the Operating Partnership and issuing equity from time to time. The Operating Partnership holds substantially all the assets of the Company and directly or indirectly holds the ownership interests in the Company’s real estate ventures. The Operating Partnership conducts the operations of the Company’s business and is structured as a partnership with no publicly traded equity. Except for net proceeds from equity issuances by ROIC, which are contributed to the Operating Partnership, the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations, by the Operating Partnership’s incurrence of indebtedness (directly and through subsidiaries) or through the issuance of operating partnership units (“OP Units”).
 
Non-controlling interests is the primary area of difference between the Consolidated Financial Statements for ROIC and the Operating Partnership. The OP Units in the Operating Partnership that are not owned by ROIC are accounted for as partners’ capital in the Operating Partnership’s financial statements and as non-controlling interests in ROIC’s financial statements. Accordingly, this report presents the Consolidated Financial Statements for ROIC and the Operating Partnership separately, as required, as well as Earnings Per Share / Earnings Per Unit and Capital of the Operating Partnership.
 
This report also includes separate Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources, Item 4. Controls and Procedures sections and separate Chief Executive Officer and Chief Financial Officer certifications for each of ROIC and the Operating Partnership as reflected in Exhibits 31 and 32.




TABLE OF CONTENTS
 
 




PART I. FINANCIAL INFORMATION 
Item 1. Financial Statements

RETAIL OPPORTUNITY INVESTMENTS CORP.
Consolidated Balance Sheets
(In thousands, except share data)
 March 31, 2024
 (unaudited)
December 31, 2023
ASSETS  
Real Estate Investments:  
Land$965,516 $967,251 
Building and improvements2,501,886 2,500,647 
 3,467,402 3,467,898 
Less:  accumulated depreciation666,875 654,543 
2,800,527 2,813,355 
Mortgage note receivable4,670 4,694 
Real Estate Investments, net2,805,197 2,818,049 
Cash and cash equivalents1,768 6,302 
Restricted cash2,393 2,116 
Tenant and other receivables, net60,781 61,193 
Deposit on real estate acquisition5,000  
Acquired lease intangible assets, net41,787 42,791 
Prepaid expenses4,898 3,354 
Deferred charges, net27,199 27,294 
Other assets17,692 16,541 
Total assets$2,966,715 $2,977,640 
LIABILITIES AND EQUITY  
Liabilities:  
Term loan$199,805 $199,745 
Credit facility68,000 75,000 
Senior Notes1,044,057 1,043,593 
Mortgage notes payable59,831 60,052 
Acquired lease intangible liabilities, net133,700 137,820 
Accounts payable and accrued expenses60,807 50,598 
Tenants’ security deposits8,340 8,205 
Other liabilities38,529 39,420 
Total liabilities1,613,069 1,614,433 
Commitments and contingencies
Equity:  
Preferred stock, $0.0001 par value 50,000,000 shares authorized; none issued and outstanding
  
Common stock, $0.0001 par value, 500,000,000 shares authorized; 127,457,854 and 126,904,085 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively
13 13 
Additional paid-in capital1,643,300 1,643,908 
Accumulated dividends in excess of earnings(365,300)(357,160)
Accumulated other comprehensive income521 559 
Total Retail Opportunity Investments Corp. stockholders’ equity1,278,534 1,287,320 
Non-controlling interests75,112 75,887 
Total equity1,353,646 1,363,207 
Total liabilities and equity$2,966,715 $2,977,640 


See accompanying notes to consolidated financial statements.
- 1 -


RETAIL OPPORTUNITY INVESTMENTS CORP.
Consolidated Statements of Operations and Comprehensive Income
(Unaudited)
(In thousands, except share data)
 Three Months Ended March 31,
 20242023
Revenues  
Rental revenue$84,560 $78,999 
Other income770 297 
Total revenues85,330 79,296 
Operating expenses
Property operating14,083 14,202 
Property taxes8,560 8,844 
Depreciation and amortization26,269 25,104 
General and administrative expenses5,682 5,320 
Other expense152 172 
Total operating expenses54,746 53,642 
Operating income30,584 25,654 
Non-operating expenses  
Interest expense and other finance expenses(18,919)(16,958)
Net income11,665 8,696 
Net income attributable to non-controlling interests(647)(554)
Net Income Attributable to Retail Opportunity Investments Corp.$11,018 $8,142 
Earnings per share – basic and diluted$0.09 $0.06 
Dividends per common share$0.15 $0.15 
Comprehensive income:
Net income$11,665 $8,696 
Other comprehensive loss:
Unrealized swap derivative gain arising during the period343 11 
Reclassification adjustment for amortization to interest expense included in net income(383)(16)
Other comprehensive loss:(40)(5)
Comprehensive income11,625 8,691 
Comprehensive income attributable to non-controlling interests(645)(554)
Comprehensive income attributable to Retail Opportunity Investments Corp.$10,980 $8,137 


See accompanying notes to consolidated financial statements.
- 2 -



RETAIL OPPORTUNITY INVESTMENTS CORP.
Consolidated Statements of Equity
(Unaudited)
(In thousands, except share data)

 Common StockAdditional
paid-in capital
Accumulated dividends in excess of earningsAccumulated
other
comprehensive income (loss)
Non-
controlling
interests
Equity
 SharesAmount
Balance at December 31, 2023126,904,085 $13 $1,643,908 $(357,160)$559 $75,887 $1,363,207 
Shares issued under the Equity Incentive Plan810,507 —  — — —  
Shares withheld for employee taxes(251,738)— (3,532)— — — (3,532)
Cancellation of restricted stock(5,000)— — — — — — 
Stock based compensation expense— — 1,861 — — 926 2,787 
Adjustment to non-controlling interests ownership in Operating Partnership— — 1,096 — — (1,096) 
Registration expenditures— — (33)— — — (33)
Cash dividends ($0.15 per share)
— — — (19,118)— (1,116)(20,234)
Dividends payable to officers— — — (40)— (134)(174)
Net income attributable to Retail Opportunity Investments Corp.— — — 11,018 — — 11,018 
Net income attributable to non-controlling interests— — — — — 647 647 
Other comprehensive loss— — — — (38)(2)(40)
Balance at March 31, 2024127,457,854 $13 $1,643,300 $(365,300)$521 $75,112 $1,353,646 
Common StockAdditional
paid-in capital
Accumulated dividends in excess of earningsAccumulated
other
comprehensive income (loss)
Non-
controlling
interests
Equity
SharesAmount
Balance at December 31, 2022124,538,811 $12 $1,612,126 $(315,984)$14 $88,430 $1,384,598 
Shares issued under the Equity Incentive Plan697,691 — 32 — — — 32 
Shares withheld for employee taxes(211,615)— (3,181)— — — (3,181)
Stock based compensation expense— — 2,840 — — 87 2,927 
Adjustment to non-controlling interests ownership in Operating Partnership— — 343 — — (343) 
Registration expenditures— — (10)— — — (10)
Cash dividends ($0.15 per share)
— — — (18,753)— (1,267)(20,020)
Dividends payable to officers— — — (91)— (52)(143)
Net income attributable to Retail Opportunity Investments Corp.— — — 8,142 — — 8,142 
Net income attributable to non-controlling interests— — — — — 554 554 
Other comprehensive loss— — — — (5) (5)
Balance at March 31, 2023125,024,887 $12 $1,612,150 $(326,686)$9 $87,409 $1,372,894 


See accompanying notes to consolidated financial statements.
- 3 -


RETAIL OPPORTUNITY INVESTMENTS CORP.
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
 Three Months Ended March 31,
 20242023
CASH FLOWS FROM OPERATING ACTIVITIES  
Net income$11,665 $8,696 
Adjustments to reconcile net income to cash provided by operating activities:  
Depreciation and amortization26,269 25,104 
Amortization of deferred financing costs and mortgage discounts and premiums, net876 742 
Straight-line rent adjustment(192)(347)
Amortization of above-market and below-market rent, net(6,657)(2,864)
Amortization relating to stock based compensation2,787 2,927 
Provisions for tenant credit losses767 1,023 
Other noncash interest income (14)
Change in operating assets and liabilities:  
Tenant and other receivables(240)(2,503)
Prepaid expenses(1,544)1,738 
Accounts payable and accrued expenses11,489 9,278 
Other assets and liabilities, net(2,497)667 
Net cash provided by operating activities42,723 44,447 
CASH FLOWS FROM INVESTING ACTIVITIES
Investments in real estate(106) 
Improvements to properties(10,636)(8,026)
Deposit on real estate acquisition(5,000) 
Proceeds on repayment of mortgage note receivable24 22 
Net cash used in investing activities(15,718)(8,004)
CASH FLOWS FROM FINANCING ACTIVITIES  
Principal repayments on mortgages(177)(174)
Proceeds from draws on credit facility23,000 2,000 
Payments on credit facility(30,000)(23,000)
Distributions to OP Unitholders(1,116) 
Deferred financing and other costs (5,604)
Registration expenditures(33)(10)
Dividends paid to common stockholders(19,404)(297)
Common shares issued under the Equity Incentive Plan 32 
Shares withheld for employee taxes(3,532)(3,181)
Net cash used in financing activities(31,262)(30,234)
Net (decrease) increase in cash, cash equivalents and restricted cash(4,257)6,209 
Cash, cash equivalents and restricted cash at beginning of period8,418 7,459 
Cash, cash equivalents and restricted cash at end of period$4,161 $13,668 
Other non-cash investing and financing activities:
Increase in intangible lease liabilities$2,932 $ 
(Decrease) increase in interest rate swap asset$(40)$211 
Increase in interest rate swap liability$ $203 
Accrued real estate improvement costs$4,265 $5,937 
Dividends and distributions payable$20,899 $20,714 

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows:
Three Months Ended March 31,
20242023
Cash and cash equivalents$1,768 $11,536 
Restricted cash2,393 2,132 
Total cash, cash equivalents and restricted cash shown in Statements of Cash Flows$4,161 $13,668 

See accompanying notes to consolidated financial statements.
- 4 -



RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP
Consolidated Balance Sheets
(In thousands)
 March 31, 2024
 (unaudited)
December 31, 2023
ASSETS  
Real Estate Investments:  
Land$965,516 $967,251 
Building and improvements2,501,886 2,500,647 
 3,467,402 3,467,898 
Less:  accumulated depreciation666,875 654,543 
2,800,527 2,813,355 
Mortgage note receivable4,670 4,694 
Real Estate Investments, net2,805,197 2,818,049 
Cash and cash equivalents1,768 6,302 
Restricted cash2,393 2,116 
Tenant and other receivables, net60,781 61,193 
Deposit on real estate acquisition5,000  
Acquired lease intangible assets, net41,787 42,791 
Prepaid expenses4,898 3,354 
Deferred charges, net27,199 27,294 
Other assets17,692 16,541 
Total assets$2,966,715 $2,977,640 
LIABILITIES AND CAPITAL  
Liabilities:  
Term loan$199,805 $199,745 
Credit facility68,000 75,000 
Senior Notes1,044,057 1,043,593 
Mortgage notes payable59,831 60,052 
Acquired lease intangible liabilities, net133,700 137,820 
Accounts payable and accrued expenses60,807 50,598 
Tenants’ security deposits8,340 8,205 
Other liabilities38,529 39,420 
Total liabilities1,613,069 1,614,433 
Commitments and contingencies
Capital:  
Partners’ capital, unlimited partnership units authorized:  
ROIC capital1,278,013 1,286,761 
Limited partners’ capital75,081 75,854 
Accumulated other comprehensive income552 592 
Total capital1,353,646 1,363,207 
Total liabilities and capital$2,966,715 $2,977,640 
 

See accompanying notes to consolidated financial statements.

- 5 -


RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP
Consolidated Statements of Operations and Comprehensive Income
(Unaudited)
(In thousands, except unit data)
 Three Months Ended March 31,
 20242023
Revenues  
Rental revenue$84,560 $78,999 
Other income770 297 
Total revenues85,330 79,296 
Operating expenses  
Property operating14,083 14,202 
Property taxes8,560 8,844 
Depreciation and amortization26,269 25,104 
General and administrative expenses5,682 5,320 
Other expense152 172 
Total operating expenses54,746 53,642 
Operating income30,584 25,654 
Non-operating expenses  
Interest expense and other finance expenses(18,919)(16,958)
Net Income Attributable to Retail Opportunity Investments Partnership, LP$11,665 $8,696 
Earnings per unit - basic and diluted$0.09 $0.06 
Distributions per unit$0.15 $0.15 
Comprehensive income:  
Net income attributable to Retail Opportunity Investments Partnership, LP$11,665 $8,696 
Other comprehensive loss:  
Unrealized swap derivative gain arising during the period343 11 
Reclassification adjustment for amortization to interest expense included in net income(383)(16)
Other comprehensive loss:(40)(5)
Comprehensive income attributable to Retail Opportunity Investments Partnership, LP$11,625 $8,691 


See accompanying notes to consolidated financial statements.
- 6 -



RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP
Consolidated Statements of Partners’ Capital (continued)
(Unaudited)
(In thousands, except unit data) 

 
Limited Partner’s Capital (1)
ROIC Capital (2)
Accumulated
other
comprehensive income (loss)
 
 UnitsAmountUnitsAmountCapital
Balance at December 31, 20237,437,117 $75,854 126,904,085 $1,286,761 $592 $1,363,207 
OP Units issued under the Equity Incentive Plan — 810,507  —  
OP Units withheld for employee taxes— — (251,738)(3,532)— (3,532)
Cancellation of OP Units— — (5,000)— — — 
Stock based compensation expense— 926 — 1,861 — 2,787 
Adjustment to non-controlling interests ownership in Operating Partnership— (1,096)— 1,096 —  
Registration expenditures— — — (33)— (33)
Cash distributions ($0.15 per unit)
— (1,116)— (19,118)— (20,234)
Distributions payable to officers— (134)— (40)— (174)
Net income attributable to Retail Opportunity Investments Partnership, LP— 647 — 11,018 — 11,665 
Other comprehensive loss— — — — (40)(40)
Balance at March 31, 20247,437,117 $75,081 127,457,854 $1,278,013 $552 $1,353,646 
Limited Partner’s Capital (1)
ROIC Capital (2)
Accumulated
other
comprehensive income (loss)
 
UnitsAmountUnitsAmountCapital
Balance at December 31, 20228,447,117 $88,429 124,538,811 $1,296,154 $15 $1,384,598 
OP Units issued under the Equity Incentive Plan — 697,691 32 — 32 
OP Units withheld for employee taxes— — (211,615)(3,181)— (3,181)
Stock based compensation expense— 87 — 2,840 — 2,927 
Adjustment to non-controlling interests ownership in Operating Partnership— (343)— 343 —  
Registration expenditures— — — (10)— (10)
Cash distributions ($0.15 per unit)
— (1,267)— (18,753)— (20,020)
Distributions payable to officers— (52)— (91)— (143)
Net income attributable to Retail Opportunity Investments Partnership, LP— 554 — 8,142 — 8,696 
Other comprehensive loss— — — — (5)(5)
Balance at March 31, 20238,447,117 $87,408 125,024,887 $1,285,476 $10 $1,372,894 
 _________________________________
1.Consists of limited partnership interests held by third parties.
2.Consists of general and limited partnership interests held by ROIC.




See accompanying notes to consolidated financial statements.
- 7 -


RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
 Three Months Ended March 31,
 20242023
CASH FLOWS FROM OPERATING ACTIVITIES  
Net income$11,665 $8,696 
Adjustments to reconcile net income to cash provided by operating activities:  
Depreciation and amortization26,269 25,104 
Amortization of deferred financing costs and mortgage discounts and premiums, net876 742 
Straight-line rent adjustment(192)(347)
Amortization of above-market and below-market rent, net(6,657)(2,864)
Amortization relating to stock based compensation2,787 2,927 
Provisions for tenant credit losses767 1,023 
Other noncash interest income (14)
Change in operating assets and liabilities:  
Tenant and other receivables(240)(2,503)
Prepaid expenses(1,544)1,738 
Accounts payable and accrued expenses11,489 9,278 
Other assets and liabilities, net(2,497)667 
Net cash provided by operating activities42,723 44,447 
CASH FLOWS FROM INVESTING ACTIVITIES 
Investments in real estate(106) 
Improvements to properties(10,636)(8,026)
Deposit on real estate acquisition(5,000) 
Proceeds on repayment of mortgage note receivable24 22 
Net cash used in investing activities(15,718)(8,004)
CASH FLOWS FROM FINANCING ACTIVITIES  
Principal repayments on mortgages(177)(174)
Proceeds from draws on credit facility23,000 2,000 
Payments on credit facility(30,000)(23,000)
Deferred financing and other costs (5,604)
Registration expenditures(33)(10)
Distributions to OP Unitholders(20,520)(297)
Issuance of OP Units under the Equity Incentive Plan 32 
OP Units withheld for employee taxes(3,532)(3,181)
Net cash used in financing activities(31,262)(30,234)
Net (decrease) increase in cash, cash equivalents and restricted cash(4,257)6,209 
Cash, cash equivalents and restricted cash at beginning of period8,418 7,459 
Cash, cash equivalents and restricted cash at end of period$4,161 $13,668 
Other non-cash investing and financing activities:  
Increase in intangible lease liabilities$2,932 $ 
(Decrease) increase in interest rate swap asset$(40)$211 
Increase in interest rate swap liability$ $203 
Accrued real estate improvement costs$4,265 $5,937 
Distributions payable$20,899 $20,714 

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows:

Three Months Ended March 31,
20242023
Cash and cash equivalents$1,768 $11,536 
Restricted cash2,393 2,132 
Total cash, cash equivalents and restricted cash shown in Statements of Cash Flows$4,161 $13,668 


See accompanying notes to consolidated financial statements.
- 8 -


Notes to Consolidated Financial Statements
 
1. Organization, Basis of Presentation and Summary of Significant Accounting Policies

Business
 
Retail Opportunity Investments Corp., a Maryland corporation (“ROIC”), is a fully integrated and self-managed real estate investment trust (“REIT”). ROIC specializes in the acquisition, ownership and management of necessity-based community and neighborhood shopping centers on the west coast of the United States anchored by supermarkets and drugstores.
 
ROIC 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 ROIC conducts substantially all of its business through, its operating partnership subsidiary, Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), together with its subsidiaries. Unless otherwise indicated or unless the context requires otherwise, all references to the “Company”, “we,” “us,” “our,” or “our company” refer to ROIC together with its consolidated subsidiaries, including the Operating Partnership.
 
ROIC’s only material asset is its ownership of direct or indirect partnership interests in the Operating Partnership and membership interest in Retail Opportunity Investments GP, LLC, which is the sole general partner of the Operating Partnership. As a result, ROIC does not conduct business itself, other than acting as the parent company and issuing equity from time to time. The Operating Partnership holds substantially all the assets of the Company and directly or indirectly holds the ownership interests in the Company’s real estate ventures. The Operating Partnership conducts the operations of the Company’s business and is structured as a partnership with no publicly traded equity. Except for net proceeds from equity issuances by ROIC, which are contributed to the Operating Partnership, the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations, by the Operating Partnership’s incurrence of indebtedness (directly and through subsidiaries) or through the issuance of operating partnership units (“OP Units”) of the Operating Partnership.

Principles of Consolidation

The accompanying consolidated financial statements are prepared on the accrual basis in accordance with accounting principles generally accepted in the United States (“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, the consolidated financial statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of the Company’s financial position and the results of operations and cash flows for the periods presented. Results of operations for the three month period ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. 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, 2023.

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 Financial Accounting Standards Board (“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. The Company has concluded that the Operating Partnership is a VIE, and because they have both the power and the rights to control the Operating Partnership, they are the primary beneficiary and are required to continue to consolidate the Operating Partnership.
 
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 sheets and modify the presentation of net income by requiring earnings and other comprehensive income to be attributed to controlling and non-controlling interests.

- 9 -


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 recoverability of assets to be held and used, purchase price allocations, depreciable lives, revenue recognition and the collectability of tenant receivables, other receivables, notes receivables, and the valuation of performance-based restricted stock, LTIP Units (as defined below), and derivatives. Actual results could differ from these estimates.
 
Federal Income Taxes
 
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 its REIT taxable income (determined without regard to the dividends paid deduction and excluding net capital gains) 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. For all periods from inception through September 26, 2013, the Operating Partnership had been an entity disregarded from its sole owner, ROIC, for U.S. federal income tax purposes and as such had not been subject to U.S. federal income taxes. Effective September 27, 2013, the Operating Partnership issued OP Units in connection with the acquisitions of two shopping centers. Accordingly, the Operating Partnership ceased being a disregarded entity and instead is being treated as a partnership for U.S. federal income tax purposes.

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 March 31, 2024, the statute of limitations for the tax years 2019 through and including 2022 remain open for examination by the Internal Revenue Service (“IRS”) and state taxing authorities.

ROIC intends to make regular quarterly distributions to holders of its common stock. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay U.S. federal income tax at regular corporate rates to the extent that it annually distributes less than 100% of its net taxable income. ROIC intends to pay regular quarterly dividends to stockholders in an amount not less than its net taxable income, if and to the extent authorized by its board of directors. Before ROIC pays any dividend, whether for U.S. federal income tax purposes or otherwise, it must first meet both its operating requirements and its debt service on debt. If ROIC’s cash available for distribution is less than its net taxable income, it could be required to sell assets or borrow funds to make cash distributions or it may make a portion of the required distribution in the form of a taxable stock distribution or distribution of debt securities. The Company intends to continue to operate its business in a manner that will allow it to qualify as a REIT, including maintaining compliance with taxable income distribution requirements. 

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. During the three months ended March 31, 2024 and 2023, capitalized costs related to the improvement or replacement of real estate properties were approximately $9.7 million and $10.4 million, respectively.
 
The Company evaluates each acquisition of real estate to determine if the acquired property meets the definition of a business and needs to be accounted for as a business combination. The Company first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If this threshold is met, the acquired property does not meet the definition of a business and is accounted for as an asset acquisition. The Company expects that acquisitions of real estate properties will not meet the revised definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets).
 
The Company recognizes the acquisition of real estate properties, including acquired tangible assets (consisting of land, buildings and improvements) and acquired intangible assets and liabilities (consisting of above-market and below-market leases
- 10 -


and acquired in-place leases) at their relative fair value (for acquisitions not meeting the definition of a business) and fair value (for acquisitions meeting the definition of a business). The relative fair values used to allocate the cost of an asset acquisition are determined using the same methodologies and assumptions the Company utilizes to determine fair value in a business combination. Substantially all of the Company’s acquisitions are accounted for as asset acquisitions.

Acquired lease intangible assets include above-market leases and acquired in-place leases, and Acquired lease intangible liabilities represent below-market leases, in the accompanying consolidated balance sheets. 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 management’s 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 sheets.

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 it were 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 and option periods, if applicable, is amortized to Rental revenue over the terms of the respective leases including option periods. The value of in-place leases is amortized to Depreciation expense 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 expenses transaction costs associated with business combinations and unsuccessful property asset acquisitions in the period incurred and capitalizes transaction costs associated with successful property asset acquisitions. In conjunction with the Company’s pursuit and acquisition of real estate investments, the Company did not expense any acquisition transaction costs during the three months ended March 31, 2024 or 2023.

Sales of real estate are recognized only when it is determined that the Company will collect substantially all of the consideration to which it is entitled, possession and other attributes of ownership have been transferred to the buyer and the Company has no controlling financial interest. The application of these criteria can be complex and requires the Company to make assumptions.
 
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 amount 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 March 31, 2024 or December 31, 2023.

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 the Company’s mortgage loans payable may 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.

- 11 -


Revenue Recognition and Collectability

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. Each lease agreement is evaluated to identify the lease and nonlease components at lease inception. The Company combines lease and non-lease components into a single lease component presentation if (i) the timing and pattern of the revenue recognition of the combined single lease component is the same, and (ii) the related lease component and the combined single lease component would be classified as an operating lease. As a result of this assessment, rental revenues and tenant recoveries from the lease of real estate assets are accounted for as a single component. Lease incentives are amortized as a reduction of rental revenue over the respective tenant lease terms.
 
Termination fees (included in Other income in the consolidated statements of operations and comprehensive income) 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 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) collectability of substantially all of the termination fee is probable. The Company also enters into lease settlement agreements to resolve disputes with tenants who have defaulted. Lease settlement fee income is recognized in Other income during the period in which the settlement occurs. 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 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 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 allowance for doubtful accounts at March 31, 2024 and December 31, 2023 was approximately $18.0 million and $17.4 million, respectively.
 
Depreciation and Amortization
 
The Company uses the straight-line method for depreciation and amortization. Buildings are depreciated over estimated useful lives which the Company estimates to be 39 to 40 years. Property improvements are depreciated over estimated useful lives that range from 10 to 20 years. Furniture and fixtures are depreciated over 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 Leasing Costs
 
Costs incurred in obtaining tenant leases (principally leasing commissions and acquired lease origination costs) are amortized ratably over the life of the tenant leases. The amortization of deferred leasing costs is included in Depreciation and amortization in the consolidated statements of operations and comprehensive income.
 
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 Per Share
 
Basic earnings per share (“EPS”) excludes the impact of dilutive shares and is computed by dividing net income 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.
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For the three months ended March 31, 2024 and 2023, 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 non-forfeitable 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. The performance-based restricted stock awards and LTIP Units (as defined below) outstanding under the Equity Incentive Plan described in Note 6 are excluded from the basic EPS calculation, as these units are not participating securities until they vest.
 
The following table sets forth the reconciliation between basic and diluted EPS for ROIC (in thousands, except share data):
 Three Months Ended March 31,
 20242023
Numerator:  
Net income$11,665 $8,696 
Less income attributable to non-controlling interests(647)(554)
Less earnings allocated to participating securities(130)(120)
Net income available for common stockholders, basic$10,888 $8,022 
Numerator:  
Net income$11,665 $8,696 
Less earnings allocated to participating securities(130)(120)
Net income available for common stockholders, diluted$11,535 $8,576 
Denominator:  
Denominator for basic EPS – weighted average common equivalent shares126,593,414 124,227,368 
OP Units7,437,117 8,447,117 
Performance-based restricted stock awards and LTIP Units231,122 332,934 
Denominator for diluted EPS – weighted average common equivalent shares134,261,653 133,007,419 
 
Earnings Per Unit
 
The following table sets forth the reconciliation between basic and diluted earnings per unit for the Operating Partnership (in thousands, except unit data):
 Three Months Ended March 31,
 20242023
Numerator:  
Net income$11,665 $8,696 
Less earnings allocated to participating securities(130)(120)
Net income available to unitholders, basic and diluted$11,535 $8,576 
Denominator:  
Denominator for basic earnings per unit – weighted average common equivalent units134,030,531 132,674,485 
Performance-based restricted stock awards and LTIP Units231,122 332,934 
Denominator for diluted earnings per unit – weighted average common equivalent units134,261,653 133,007,419 
 
Stock-Based Compensation
 
The Company has a stock-based employee compensation plan, which is more fully described in Note 6.
 


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The Company accounts for its stock-based compensation plan based on the FASB guidance which requires that compensation expense be recognized based on the fair value of the stock awards less forfeitures. Restricted stock grants vest based upon the completion of a service period (“time-based restricted stock grants”) and/or the Company meeting certain pre-established operational performance goals and market-indexed financial performance criteria (“performance-based restricted stock grants”). Accordingly, if such vesting criteria are not met, the Company accounts for forfeitures as they occur. Time-based restricted stock grants are valued according to the market price for the Company’s common stock at the date of grant. For performance-based restricted stock grants subject to market-indexed performance criteria, a Monte Carlo valuation model is used, taking into account the underlying contingency risks associated with the performance criteria. All other performance-based restricted stock grants are valued according to the market price of the Company’s common stock at the date of grant. 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.

The Company has made certain separate awards in the form of units of limited partnership interests in its Operating Partnership called LTIP Units (“LTIP Units”). The LTIP Units are subject to such conditions and restrictions as the compensation committee may determine, including continued employment or service, achievement of pre-established operational performance goals and market-indexed performance criteria. For the LTIP Units subject to market-indexed performance criteria (the “marked-indexed LTIP Units”), a Monte Carlo valuation model is used, taking into account the underlying contingency risks associated with the performance criteria. All other LTIP Units (the “operational LTIP Units”) are valued according to the market price of the Company’s common stock at the date of grant.

Awards of stock options, time-based restricted stock grants, performance-based restricted stock subject to operational performance goals, and operational LTIP Units are expensed as compensation on a straight-line basis over the requisite service period. Awards of performance-based restricted stock subject to market-indexed performance criteria and market-indexed LTIP Units are expensed as compensation under the accelerated attribution method and are recognized in income regardless of the results of the performance criteria.
 
Derivatives
 
The Company records all derivatives on the balance sheets 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 forecasted transactions in a cash flow hedge. When the Company terminates a derivative for which cash flow hedging was being applied, the balance, which was recorded in Other comprehensive income, is amortized to interest expense over the remaining contractual term of the derivative as long as the hedged forecasted transactions continue to be probable of occurring. Amounts paid, or received, to cash settle interest rate derivatives prior to their maturity date are recorded in Accumulated other comprehensive income (“AOCI”) at the cash settlement amount, and are reclassified to Interest expense as interest expense is recognized on the hedged debt. The Company includes cash payments made to terminate interest rate derivatives as an operating activity on the statement of cash flows, given the nature of the underlying cash flows that the derivative was hedging.
 
Segment Reporting
 
The Company’s primary business is the ownership, management, and redevelopment of retail real estate properties. The Company reviews operating and financial information for each property on an individual basis and therefore, each property represents an individual operating segment. The Company evaluates financial performance using property operating income, defined as operating revenues (rental revenue and other income), less property and related expenses (property operating expenses and property taxes). The Company has aggregated the properties into one reportable segment as the properties share similar long-term economic characteristics and have other similarities including the fact that they are operated using consistent business strategies, are typically located in major metropolitan areas, and have similar tenant mixes.

2. Tenant Leases

Space in the Company’s shopping centers is leased to various tenants under operating leases that usually grant tenants renewal options and generally provide for additional rents based on certain operating expenses as well as tenants’ sales volume.
 
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Future minimum rents to be received under non-cancellable leases as of March 31, 2024 are summarized as follows (in thousands):
 Minimum Rents
Remaining 2024$169,919 
2025208,399 
2026180,322 
2027150,715 
2028117,939 
Thereafter393,108 
Total minimum lease payments$1,220,402 

3. Mortgage Notes Payable, Credit Facilities and Senior Notes

ROIC does not hold any indebtedness. All debt is held directly or indirectly by the Operating Partnership; however, ROIC has guaranteed the Operating Partnership’s unsecured term loan, unsecured revolving credit facility, carve-out guarantees on property-level debt, and the Senior Notes. Costs incurred in obtaining long-term financing are amortized ratably over the related debt agreement. The amortization of deferred financing costs and debt discounts is included in Interest expense and other finance expenses in the consolidated statements of operations and comprehensive income.

Mortgage Notes Payable

The mortgage notes payable collateralized by respective properties and assignment of leases at March 31, 2024 and December 31, 2023, respectively, were as follows (in thousands, except interest rates):

PropertyMaturity DateInterest RateMarch 31, 2024December 31, 2023
Fullerton CrossroadsApril 20244.728 %$26,000 $26,000 
Diamond Hills PlazaOctober 20253.550 %33,868 34,045 
   $59,868 $60,045 
Unamortized mortgage premiums 18 72 
Net unamortized deferred financing costs (55)(65)
Total mortgage notes payable $59,831 $60,052 

Term Loan and Credit Facility
 
The carrying values of the Operating Partnership’s unsecured term loan (the “term loan”) were as follows (in thousands):

 March 31, 2024December 31, 2023
Term loan$200,000 $200,000 
Net unamortized deferred financing costs(195)(255)
Term loan$199,805 $199,745 
 
The Operating Partnership has an unsecured term loan (the “term loan”) with several banks. Effective March 2, 2023, the Operating Partnership entered into a Third Amendment to the First Amended and Restated Term Loan Agreement, dated as of September 8, 2017, as amended (the “Term Loan Agreement”). Under the Term Loan Agreement, the lenders agreed to provide $300.0 million of unsecured borrowings. The maturity date of the term loan is January 20, 2025, without further options for extension. The Term Loan Agreement also provides that the Operating Partnership may from time to time request increased aggregate commitments of $200.0 million if certain conditions are met, including the consent of the lenders to the additional commitments.




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Under the Term Loan Agreement, Secured Overnight Financing Rate (“SOFR”) based loans bear interest at Daily Simple SOFR or Term SOFR plus an index adjustment of 0.10% plus an applicable rate based on the credit rating of the Company (currently 1.0%). Base Rate Loans bear interest at a rate equal to an applicable rate based on the credit rating of the Company (currently 0.0%) plus the greater of (i) the Federal Funds Rate plus 0.50%, (ii) the rate publicly announced by KeyBank National Association as its “prime rate,” and (iii) one month Adjusted Term SOFR plus 1.0%. Capitalized terms used in this paragraph but not otherwise defined herein have the meanings set forth in the Term Loan Agreement.
 
The Operating Partnership has an unsecured revolving credit facility (the “credit facility”) with several banks. Effective March 2, 2023, the Operating Partnership entered into a Third Amendment to the Second Amended and Restated Credit Agreement, dated as of September 8, 2017 (as amended, the “Credit Facility Agreement”). Under the Credit Facility Agreement, the Operating Partnership has borrowing capacity of up to $600.0 million. The maturity date under the Credit Facility Agreement is March 2, 2027, with two six-month extension options, which may be exercised by the Operating Partnership upon satisfaction of certain conditions including the payment of extension fees. Additionally, the Credit Facility Agreement contains an accordion feature, which allows the Operating Partnership to increase the borrowing capacity under the Credit Facility Agreement up to an aggregate of $1.2 billion, subject to lender consents and other conditions.

Under the Credit Facility Agreement, SOFR based loans bear interest at Daily Simple SOFR or Term SOFR plus an index adjustment of 0.10% plus an applicable rate based on the credit rating of the Company (currently 0.85%). Base Rate Loans and Swing Line Loans bear interest at a rate equal to an applicable rate based on the credit rating of the Company (currently 0.0%) plus the greater of (i) the Federal Funds Rate plus 0.50%, (ii) the rate publicly announced by KeyBank National Association as its “prime rate,” and (iii) one month Adjusted Term SOFR plus 1.0%. Capitalized terms used in this paragraph but not otherwise defined herein have the meanings set forth in the Credit Facility Agreement.

Additionally, the Operating Partnership is obligated to pay a facility fee at a rate based on the credit rating level of the Company (currently 0.20%) and a fronting fee at a rate of 0.125% per year with respect to each letter of credit issued under the Credit Facility Agreement, of which the Operating Partnership had $150,000 outstanding as of March 31, 2024. The Company has investment grade credit ratings from Moody’s Investors Service (Baa2), S&P Global Ratings (BBB-) and Fitch Ratings (BBB).

As of March 31, 2024, there was $68.0 million outstanding under the credit facility compared to $75.0 million outstanding as of December 31, 2023. The net unamortized deferred financing costs, which are included in Deferred charges, net in the accompanying consolidated balance sheets, were approximately $4.6 million as of March 31, 2024 compared to approximately $5.0 million as of December 31, 2023.

The weighted average interest rate on the term loan during the three months ended March 31, 2024 was 6.4%. As discussed in Note 8 of the accompanying consolidated financial statements, the Company uses interest rate swaps to help manage its interest rate risk. For the three months ended March 31, 2024, $150.0 million of the Company’s term loan was swapped at a blended interest rate of 5.4%. The weighted average interest rate on the credit facility during the three months ended March 31, 2024 was 6.3%. The Company had no amounts available to borrow under the term loan at March 31, 2024. The Company had approximately $532.0 million available to borrow under the credit facility at March 31, 2024.

Senior Notes

The Operating Partnership issued $350.0 million aggregate principal amount of unsecured senior notes in September 2023 (the “Senior Notes Due 2028”), $250.0 million aggregate principal amount of unsecured senior notes in December 2017 (the “Senior Notes Due 2027”), $200.0 million aggregate principal amount of unsecured senior notes in September 2016 (the “Senior Notes Due 2026”), and $250.0 million aggregate principal amount of unsecured senior notes in December 2014 (the “Senior Notes Due 2024” and collectively with the Senior Notes Due 2026, the Senior Notes Due 2027 and the Senior Notes Due 2028, the “Senior Notes”).

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The key terms of the Operating Partnership’s Senior Notes are as follows:

Senior NotesAggregate Principal Amount (in thousands)Issue Date and Interest Accrual DateMaturity DateContractual Interest RateFirst Interest PaymentInterest Payments Due
Senior Notes Due 2028$350,000 September 21, 2023October 15, 20286.75 %April 15, 2024April 15 and October 15
Senior Notes Due 2027$250,000 December 15, 2017December 15, 20274.19 %June 15, 2018June 15 and December 15
Senior Notes Due 2026$200,000 September 22, 2016September 22, 20263.95 %March 22, 2017March 22 and September 22
Senior Notes Due 2024$250,000 December 3, 2014December 15, 20244.00 %June 15, 2015June 15 and December 15

The Operating Partnership completed registered underwritten public offerings for the Senior Notes Due 2028 and the Senior Notes Due 2024 and completed private placements for the Senior Notes Due 2027 and the Senior Notes Due 2026. The Senior Notes are the Operating Partnership’s senior unsecured obligations that rank equally in right of payment with the Operating Partnership’s other unsecured indebtedness, and effectively junior to (i) all of the indebtedness and other liabilities, whether secured or unsecured, and any preferred equity of the Operating Partnership’s subsidiaries, and (ii) all of the Operating Partnership’s indebtedness that is secured by its assets, to the extent of the value of the collateral securing such indebtedness outstanding. ROIC fully and unconditionally guarantees the Operating Partnership’s obligations under the Senior Notes on a senior unsecured basis, including the due and punctual payment of principal of, and premium, if any, and interest on, the notes, whether at stated maturity, upon acceleration, notice of redemption or otherwise. ROIC’s guarantees are senior unsecured obligations of ROIC and rank equally in right of payment with all other senior unsecured indebtedness of ROIC. ROIC’s guarantees of the Senior Notes are effectively subordinated in right of payment to all liabilities, whether secured or unsecured, and any preferred equity of ROIC’s subsidiaries (including the Operating Partnership and any entity ROIC accounts for under the equity method of accounting).

The carrying value of the Operating Partnership’s Senior Notes are as follows (in thousands):
 
March 31, 2024December 31, 2023
Principal amount$1,050,000 $1,050,000 
Unamortized debt discount(1,858)(2,033)
Net unamortized deferred financing costs(4,085)(4,374)
Senior Notes$1,044,057 $1,043,593 

The Operating Partnership’s debt agreements contain customary representations, financial and other covenants, and its ability to borrow under these agreements is subject to its compliance with financial covenants and other restrictions on an ongoing basis. The Operating Partnership was in compliance with such covenants at March 31, 2024.

4. Preferred Stock of ROIC

ROIC 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 March 31, 2024 and December 31, 2023, there were no shares of preferred stock outstanding.

5. Common Stock of ROIC

ATM
 
On February 20, 2020, ROIC entered into an “at the market” sales agreement, as amended on April 27, 2022 (the “Sales Agreement”), with each of (i) KeyBanc Capital Markets Inc., BTIG, LLC, BMO Capital Markets Corp., BofA Securities, Inc., Capital One Securities, Inc., Citigroup Global Markets Inc., Jefferies LLC, J.P. Morgan Securities LLC, Raymond James & Associates, Inc., Regions Securities LLC, Robert W. Baird & Co. Incorporated and Wells Fargo Securities, LLC (collectively, the “Agents”) and (ii) the Forward Purchasers (as defined below), pursuant to which ROIC may sell, from time to time, shares (any such shares, the “Primary Shares”) of ROIC’s common stock, par value $0.0001 per share (“Common Stock”), to or
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through the Agents and instruct certain of the Agents, acting as forward sellers (the “Forward Sellers”), to offer and sell borrowed shares (any such shares, “Forward Hedge Shares,” and collectively with the Primary Shares, the “Shares”) with the Shares to be sold under the Sales Agreement having an aggregate offering price of up to $500.0 million.

The Sales Agreement contemplates that, in addition to the issuance and sale of Primary Shares to or through the Agents as principal or its sales agents, ROIC may enter into separate forward sale agreements with any of KeyBanc Capital Markets Inc., BMO Capital Markets Corp., BofA Securities, Inc., Citigroup Global Markets Inc., Jefferies LLC, J.P. Morgan Securities LLC, Raymond James & Associates, Inc. and Wells Fargo Securities, LLC or their respective affiliates (in such capacity, the “Forward Purchasers”). If ROIC enters into a forward sale agreement with any Forward Purchaser, ROIC expects that such Forward Purchaser or its affiliate will borrow from third parties and, through the relevant Forward Seller, sell a number of Forward Hedge Shares equal to the number of shares of Common Stock underlying the particular forward sale agreement, in accordance with the mutually accepted instructions related to such forward sale agreement. ROIC will not initially receive any proceeds from any sale of Forward Hedge Shares through a Forward Seller. ROIC expects to fully physically settle each particular forward sale agreement with the relevant Forward Purchaser on one or more dates specified by ROIC on or prior to the maturity date of that particular forward sale agreement by issuing shares of Common Stock, in which case ROIC expects to receive aggregate net cash proceeds at settlement equal to the number of shares of Common Stock underlying the particular forward sale agreement multiplied by the relevant forward sale price. However, ROIC may also elect to cash settle or net share settle a particular forward sale agreement, in which case ROIC may not receive any proceeds from the issuance of shares of Common Stock, and ROIC will instead receive or pay cash (in the case of cash settlement) or receive or deliver shares of Common Stock (in the case of net share settlement).

During the three months ended March 31, 2024, ROIC did not sell any shares under the Sales Agreement.
 
Stock Repurchase Program
 
On July 31, 2013, ROIC’s board of directors authorized a stock repurchase program to repurchase up to a maximum of $50.0 million of the Company’s common stock. During the three months ended March 31, 2024, the Company did not repurchase any shares of common stock under this program.

6. Stock Compensation for ROIC

ROIC 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.
 
On April 25, 2022, the Company adopted the Company’s Second Amended and Restated 2009 Equity Incentive Plan (the “Equity Incentive Plan”) that amended and restated the Amended and Restated 2009 Equity Incentive Plan (the “Prior Plan”). The types of awards that may be granted under the Equity Incentive Plan include stock options, restricted shares, share appreciation rights, phantom shares, dividend equivalent rights and other equity-based awards. The Equity Incentive Plan has a fungible unit system that counts the number of shares of the Company’s common stock used in the issuance of full-value awards, such as restricted shares and LTIP Units, differently than the number of shares of common stock used in the issuance of stock options. A total of 10,954,694 Fungible Units (as defined in the Equity Incentive Plan) are reserved for grant under the Equity Incentive Plan. The 10,954,694 Fungible Units represent a maximum of 5,002,143 shares of the Company’s common stock that could be granted pursuant to the Equity Incentive Plan as full-value awards, such as restricted shares, based on the 2.19 to 1.0 Fungible Unit-to-full-value award conversion ratio. A maximum of 10,954,694 shares of the Company’s common stock may be issued pursuant to the Equity Incentive Plan if all grants made under the Equity Incentive Plan are granted as stock options, based on a 1.0 to 1.0 Fungible Unit-to-stock option award conversion ratio. The Equity Incentive Plan will expire on April 25, 2032.

The Company has made, under both the Equity Incentive Plan and the Prior Plan, certain awards in the form of a separate series of units of limited partnership interests in its Operating Partnership called LTIP Units. LTIP Units can be granted either as free-standing awards or in tandem with other awards under the Equity Incentive Plan. The LTIP Units are subject to such conditions and restrictions as the compensation committee may determine, including continued employment or service, achievement of pre-established operational performance goals and market-indexed performance criteria. Upon the occurrence of specified events and subject to the satisfaction of applicable vesting conditions, LTIP Units (after conversion into OP Units, in accordance with the Partnership Agreement) are ultimately redeemable for cash or at ROIC’s option, for shares of ROIC common stock on a one-for-one basis.
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Restricted Stock
 
During the three months ended March 31, 2024, ROIC awarded 608,781 shares of time-based restricted common stock under the Equity Incentive Plan.
 
A summary of the status of the Company’s non-vested restricted stock awards as of March 31, 2024, and changes during the three months ended March 31, 2024 are presented below:
 SharesWeighted Average Grant Date Fair Value
Non-vested as of December 31, 20231,137,965 $16.74 
Vested(684,840)$16.07 
Granted608,781 $13.06 
Forfeited(5,000)$13.37 
Non-vested as of March 31, 20241,056,906 $15.07 
 
LTIP Units

During the three months ended March 31, 2024, ROIC awarded 290,522 LTIP Units under the Equity Incentive Plan. The LTIP Units vest based on both pre-defined operational and market-indexed performance criteria with a vesting date on January 1, 2027.

A summary of the status of the Company’s non-vested LTIP Unit awards as of March 31, 2024, and changes during the three months ended March 31, 2024 are presented below:
 SharesWeighted Average Grant Date Fair Value
Non-vested as of December 31, 2023245,972 $14.97 
Granted290,522 $13.23 
Non-vested as of March 31, 2024536,494 $14.03 

Stock Based Compensation Expense

For the three months ended March 31, 2024 and 2023, the amounts charged to expense for all stock-based compensation arrangements totaled approximately $2.8 million and $2.9 million, respectively.

7. Capital of the Operating Partnership

As of March 31, 2024, the Operating Partnership had 134,894,971 OP Units outstanding. ROIC owned an approximate 94.5% partnership interest in the Operating Partnership at March 31, 2024, or 127,457,854 OP Units. The remaining 7,437,117 OP Units are owned by other limited partners. A share of ROIC’s common stock and an OP Unit have essentially the same economic characteristics as they share equally in the total net income or loss and distributions of the Operating Partnership.
 
As of March 31, 2024, subject to certain exceptions, holders are able to redeem their OP Units for cash or, at ROIC’s option, for shares of ROIC common stock on a one-for-one basis. If cash is paid in the redemption, the redemption price is equal to the average closing price on the NASDAQ Stock Market for shares of ROIC’s common stock over the ten consecutive trading days immediately preceding the date a redemption notice is received by ROIC.

The redemption value of outstanding OP Units owned by the limited partners as of March 31, 2024, not including ROIC, had such units been redeemed at March 31, 2024, was approximately $93.6 million, calculated based on the average closing price of ROIC’s common stock on the NASDAQ Stock Market for the ten consecutive trading days immediately preceding March 31, 2024, which amounted to $12.58 per share.

Retail Opportunity Investments GP, LLC, ROIC’s wholly-owned subsidiary, is the sole general partner of the Operating Partnership, and as the parent company, ROIC has the full and complete authority over the Operating Partnership’s day-to-day
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management and control. As the sole general partner of the Operating Partnership, ROIC effectively controls the ability to issue common stock of ROIC upon redemption of any OP Units. The redemption provisions that permit ROIC to settle the redemption of OP Units in either cash or common stock, in the sole discretion of ROIC, are further evaluated in accordance with applicable accounting guidance to determine whether temporary or permanent equity classification on the balance sheet is appropriate. The Company evaluated this guidance, including the ability, in its sole discretion, to settle in unregistered shares of common stock, and determined that the OP Units meet the requirements to qualify for presentation as permanent equity.

8. Fair Value of Financial Instruments

The Company follows the FASB guidance that defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The guidance applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances.
 
The guidance emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).
 
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.
 
The following disclosures of estimated fair value were determined by management, using available market information and appropriate valuation methodologies as discussed in Note 1. Considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts realizable upon disposition of the financial instruments. The use of different market assumptions or estimation methodologies may have a material effect on the estimated fair value amounts.
 
The carrying values of cash and cash equivalents, restricted cash, tenant and other receivables, deposits, prepaid expenses, other assets, accounts payable and accrued expenses are reasonable estimates of their fair values because of the short-term nature of these instruments. The carrying values of the term loan and credit facility are deemed to be at fair value since the outstanding debt is directly tied to monthly SOFR contracts. The fair value of the outstanding Senior Notes Due 2028 and Senior Notes Due 2024 as of March 31, 2024 was approximately $362.9 million and $246.7 million, respectively, based on inputs not quoted on active markets, but corroborated by market data, or Level 2. The fair value of the outstanding Senior Notes Due 2027 and Senior Notes Due 2026 as of March 31, 2024 was approximately $229.6 million and $187.6 million, respectively, calculated using significant inputs which are not observable in the market, or Level 3. Assumed mortgage notes payable were recorded at their fair value at the time they were assumed. The Company’s outstanding mortgage notes payable were estimated to have a fair value of approximately $59.7 million with a weighted average interest rate of 7.5% as of March 31, 2024. These fair value measurements fall within Level 3 of the fair value hierarchy.
 
Derivative and Hedging Activities
 
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
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The following is a summary of the terms of the Company’s current interest rate swaps as of March 31, 2024 (in thousands):

Swap CounterpartyNotional AmountEffective DateMaturity Date
Wells Fargo $100,000 3/31/20238/31/2024
U.S. Bank$50,000 3/31/20238/31/2024

The changes in the fair value of derivatives that are designated as cash flow hedges are recorded in AOCI and are subsequently reclassified into earnings during the period in which the hedged forecasted transaction affects earnings.

The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the derivative. This analysis reflects the contractual terms of the derivative, including the period to maturity, and uses observable market-based inputs, including interest rate curves, and implied volatilities. The fair value of interest rate swaps is determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.
 
The Company incorporated credit valuation adjustments to appropriately reflect both its own non-performance risk and the respective counterparties’ non-performance risk in the fair value measurements. In adjusting the fair value of its derivative contract for the effect of non-performance risk, the Company considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of March 31, 2024, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuation in its entirety is classified in Level 2 of the fair value hierarchy.

The table below presents the Company’s assets and liabilities measured at fair value on a recurring basis, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):
 
 Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)