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Retail Opportunity Investments Partnership, Lp (1577230) SEC Filing 8-K Material Event for the period ending Wednesday, July 28, 2021

Retail Opportunity Investments Partnersh

CIK: 1577230

Retail Opportunity Investments Corp.                 TRADED: NASDAQ: ROIC
11250 El Camino Real, Suite 200
San Diego, CA 92130        

FOR IMMEDIATE RELEASE
Wednesday, July 28, 2021

Retail Opportunity Investments Corp. Reports
Second Quarter 2021 Results

San Diego, CA, July 28, 2021 - Retail Opportunity Investments Corp. (NASDAQ:ROIC) announced today financial and operating results for the three and six months ended June 30, 2021.

HIGHLIGHTS
$16.5 million of net income attributable to common stockholders ($0.14 per diluted share)
$31.7 million in Funds From Operations(1) ($0.25 per diluted share)
9.6% increase in same-center cash net operating income (2Q‘21 vs. 2Q‘20)
96.9% portfolio lease rate at June 30, 2021
338,230 square feet of leases executed (record second quarter activity)
15.8% increase in same-space cash rents on new leases (3.3% increase on renewals)
$61 million grocery-anchored shopping center acquisitions currently lined up
$25.8 million property disposition completed
$45 million property dispositions currently lined up (exiting Sacramento)
$34.8 million of common equity raised through ATM program ($46.1 million YTD)
$117 million of capital lined up year-to-date (equity issuance and sale proceeds combined)
$48.3 million debt reduction year-to-date (6/30/21 vs. 12/31/20)
No borrowings outstanding on unsecured credit facility at June 30, 2021
Investment-grade rating reaffirmed by Moody’s and S&P
Awarded 2021 Green Lease Leader Gold recognition for ESG initiatives
2021 FFO guidance range updated ($0.98 to $1.02 per diluted share)
$0.11 per share cash dividend declared
________________________________________
(1) A reconciliation of GAAP net income to Funds From Operations (FFO) is provided at the end of this press release.

Stuart A. Tanz, President and Chief Executive Officer of Retail Opportunity Investments Corp. stated, “Capitalizing on the strength and appeal of our grocery-anchored portfolio, we had a highly productive and active second quarter. We achieved a new second quarter record in terms of leasing activity, as well as double-digit rent growth on new leases. Additionally, we are moving forward with our investment recycling program. We currently have approximately $132 million of transactions completed or lined up, including approximately $61 million of grocery-anchored shopping center acquisitions and approximately $71 million of property dispositions.” Tanz further commented, “We are heading into the second half of 2021 with excellent momentum and look forward to continuing to advance our business and enhance long-term value.”





FINANCIAL RESULTS SUMMARY

For the three months ended June 30, 2021, GAAP net income attributable to common stockholders was $16.5 million, or $0.14 per diluted share, as compared to GAAP net income attributable to common stockholders of $4.6 million, or $0.04 per diluted share, for the three months ended June 30, 2020. For the six months ended June 30, 2021, GAAP net income attributable to common stockholders was $23.9 million, or $0.20 per diluted share, as compared to GAAP net income attributable to common stockholders of $16.6 million, or $0.14 per diluted share, for the six months ended June 30, 2020.

FFO for the second quarter of 2021 was $31.7 million, or $0.25 per diluted share, as compared to $29.2 million in FFO, or $0.23 per diluted share for the second quarter of 2020. FFO for the first six months of 2021 was $62.7 million, or $0.49 per diluted share, as compared to $66.6 million in FFO, or $0.52 per diluted share for the first six months of 2020. ROIC reports FFO as a supplemental performance measure in accordance with the definition set forth by the National Association of Real Estate Investment Trusts. A reconciliation of GAAP net income to FFO is provided at the end of this press release.

For the second quarter of 2021, same-center net operating income (NOI) was $48.6 million, as compared to $44.4 million in same-center NOI for the second quarter of 2020, representing a 9.6% increase. For the first six months of 2021, same-center NOI increased 1.5% as compared to same-center NOI for the first six months of 2020. ROIC reports same-center comparative NOI on a cash basis. A reconciliation of GAAP operating income to same-center comparative NOI is provided at the end of this press release.

At June 30, 2021, ROIC had total real estate assets (before accumulated depreciation) of approximately $3.2 billion and approximately $1.3 billion of principal debt outstanding. As of June 30, 2021, 93.6% of ROIC’s principal debt outstanding was unsecured, and no borrowings were outstanding on its $600 million unsecured revolving credit facility. Additionally, ROIC’s interest coverage for the second quarter 2021 was 3.2 times and 94.5% of its portfolio was unencumbered at June 30, 2021, based on GLA.

Year to date, ROIC has issued approximately 2.5 million shares of common stock through its ATM program, raising $46.1 million in gross proceeds, including issuing approximately 1.9 million shares of common stock during the second quarter, and approximately 0.6 million shares to date in the third quarter.

ACQUISITION SUMMARY

ROIC currently has lined up to acquire, in separate transactions, two grocery-anchored shopping centers totaling approximately $61 million, subject to completion of customary due diligence and other closing conditions. One property is located in Northern California and one property is located in Southern California.

DISPOSITION SUMMARY

During the second quarter, ROIC sold one property, located in San Diego, California, for $25.8 million. Additionally, ROIC currently has lined up to sell, in separate transactions, its final two properties in the Sacramento metropolitan area, for approximately $45 million, subject to completion of customary due diligence and other closing conditions.

PROPERTY OPERATIONS SUMMARY

At June 30, 2021, ROIC’s portfolio was 96.9% leased. During the second quarter, ROIC executed 118 leases, totaling 338,230 square feet, including 59 new leases, totaling 116,462 square feet, achieving a 15.8% increase in same-space comparative base rent, and 59 renewed leases, totaling 221,768 square feet, achieving a 3.3% increase in base rent. ROIC reports same-space comparative base rent on a cash basis.

CASH DIVIDEND

On July 9, 2021, ROIC distributed a cash dividend of $0.11 per share. On July 28, 2021, ROICs board of directors declared a cash dividend of $0.11 per share, payable on October 8, 2021 to stockholders of record on September 17, 2021.



2021 FFO GUIDANCE

ROIC currently estimates that FFO for the full year 2021 will be within the range of $0.98 to $1.02 per diluted share, and net income to be within the range of $0.29 to $0.33 per diluted share.

Year Ended December 31, 2021 (2)
Initial Guidance (2/23/21)Updated Guidance (7/28/21)
Low EndHigh EndLow EndHigh End
GAAP net income applicable to stockholders$21,034 $29,805 $33,695 $38,684 
Funds from operations (FFO) – diluted$120,555 $129,438 $124,950 $130,050 
GAAP net income per diluted share$0.18 $0.25 $0.29 $0.33 
FFO per diluted share$0.95 $1.02 $0.98 $1.02 
Key Drivers
General and administrative expenses$20,000 $19,000 $20,000 $19,000 
Straight-line rent$(500)$(500)$500 $500 
Amortization of above- and below-market rent$8,700 $8,700 $8,700 $8,700 
Bad debt$7,000 $3,000 $5,000 $3,000 
Acquisitions$— $40,000 $61,000 $100,000 
Dispositions$25,800 $25,800 $71,000 $71,000 
Common equity raised (gross proceeds)$— $— $46,000 $46,000 
Debt reduction (vs. 12/31/20)$40,000 $— $49,000 $49,000 
Equity proceeds (cash) at year-end$— $— $56,000 $17,000 
Same-center cash NOI growth (vs. 2020)— %%%%
________________________________________
(2) Data is unaudited, amounts in thousands except per share data.

ROIC’s management will discuss the companys guidance and underlying assumptions on its July 29, 2021 conference call. ROICs guidance is a forward-looking statement and is subject to risks and other factors described elsewhere in this press release.

CONFERENCE CALL

ROIC will conduct a conference call and audio webcast to discuss its results on Thursday, July 29, 2021 at 9:30 a.m. Eastern Time / 6:30 a.m. Pacific Time. Those interested in participating in the conference call should dial (877) 312-8783 (domestic), or (408) 940-3874 (international) at least ten minutes prior to the scheduled start of the call. When prompted, provide the Conference ID: 3092989. A live webcast will also be available in listen-only mode at http://www.roireit.net/. The conference call will be recorded and available for replay beginning at 3:00 p.m. Eastern Time on July 29, 2021 and will be available until 3:00 p.m. Eastern Time on August 5, 2021. To access the conference call recording, dial (855) 859-2056 (domestic) or (404) 537-3406 (international) and use the Conference ID: 3092989. The conference call will also be archived on http://www.roireit.net/ for approximately 90 days.

ABOUT RETAIL OPPORTUNITY INVESTMENTS CORP.

Retail Opportunity Investments Corp. (NASDAQ: ROIC), is a fully-integrated, self-managed real estate investment trust (REIT) that specializes in the acquisition, ownership and management of grocery-anchored shopping centers located in densely-populated, metropolitan markets across the West Coast. As of June 30, 2021, ROIC owned 87 shopping centers encompassing approximately 10.0 million square feet. ROIC is the largest publicly-traded, grocery-anchored shopping



center REIT focused exclusively on the West Coast. ROIC is a member of the S&P SmallCap 600 Index and has investment-grade corporate debt ratings from Moody's Investor Services, Standard & Poor’s, and Fitch Ratings, Inc. Additional information is available at: www.roireit.net.

When used herein, the words "believes," "anticipates," "projects," "should," "estimates," "expects," “guidance” and similar expressions are intended to identify forward-looking statements with the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and in Section 21F of the Securities and Exchange Act of 1934, as amended. Certain statements contained herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results of ROIC to differ materially from future results expressed or implied by such forward-looking statements. Information regarding such risks and factors is described in ROIC's filings with the SEC, including its most recent Annual Report on Form 10-K, which is available at: www.roireit.net.



RETAIL OPPORTUNITY INVESTMENTS CORP.
Consolidated Balance Sheets
(In thousands, except share data)
June 30, 2021
 (unaudited)
December 31, 2020
ASSETS  
Real Estate Investments:  
Land$874,514 $881,872 
Building and improvements2,279,520 2,274,680 
 3,154,034 3,156,552 
Less:  accumulated depreciation491,063 460,165 
2,662,971 2,696,387 
Mortgage note receivable4,917 4,959 
Real Estate Investments, net2,667,888 2,701,346 
Cash and cash equivalents45,033 4,822 
Restricted cash1,978 1,814 
Tenant and other receivables, net55,733 58,756 
Deposits500 — 
Acquired lease intangible assets, net45,992 50,110 
Prepaid expenses1,668 4,811 
Deferred charges, net23,597 25,655 
Other assets17,170 17,296 
Total assets$2,859,559 $2,864,610 
LIABILITIES AND EQUITY  
Liabilities:  
Term loan$298,706 $298,524 
Credit facility— 48,000 
Senior Notes944,438 943,655 
Mortgage notes payable85,988 86,509 
Acquired lease intangible liabilities, net119,796 125,796 
Accounts payable and accrued expenses31,343 17,687 
Tenants’ security deposits6,679 6,854 
Other liabilities42,975 46,426 
Total liabilities1,529,925 1,573,451 
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; 120,806,366 and 118,085,155 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively
12 12 
Additional paid-in capital1,539,263 1,497,662 
Dividends in excess of earnings(291,839)(289,309)
Accumulated other comprehensive loss(6,133)(8,812)
Total Retail Opportunity Investments Corp. stockholders’ equity1,241,303 1,199,553 
Non-controlling interests88,331 91,606 
Total equity1,329,634 1,291,159 
Total liabilities and equity$2,859,559 $2,864,610 



RETAIL OPPORTUNITY INVESTMENTS CORP.
Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share data)
Three Months Ended June 30,Six Months Ended June 30,
 2021202020212020
Revenues  
Rental revenue$70,114 $65,734 $139,018 $139,931 
Other income616 818 899 1,493 
Total revenues70,730 66,552 139,917 141,424 
Operating expenses
Property operating10,766 9,286 21,325 19,890 
Property taxes8,332 8,766 16,938 16,755 
Depreciation and amortization23,507 24,114 46,547 48,392 
General and administrative expenses5,232 3,929 9,607 7,873 
Other expense331 296 484 360 
Total operating expenses48,168 46,391 94,901 93,270 
Gain on sale of real estate9,460 — 9,460 — 
Operating income32,022 20,161 54,476 48,154 
Non-operating expenses  
Interest expense and other finance expenses(14,337)(15,125)(28,817)(29,982)
Net income17,685 5,036 25,659 18,172 
Net income attributable to non-controlling interests(1,201)(389)(1,760)(1,523)
Net Income Attributable to Retail Opportunity Investments Corp.$16,484 $4,647 $23,899 $16,649 
Earnings per share – basic and diluted$0.14 $0.04 $0.20 $0.14 
Dividends per common share$0.11 $— $0.22 $0.20 






CALCULATION OF FUNDS FROM OPERATIONS
(Unaudited)
(In thousands)
Three Months Ended June 30,Six Months Ended June 30,
2021202020212020
Net income attributable to ROIC$16,484 $4,647 $23,899 $16,649 
Plus:  Depreciation and amortization23,507 24,114 46,547 48,392 
Less: Gain on sale of real estate(9,460)— (9,460)— 
Funds from operations – basic30,531 28,761 60,986 65,041 
Net income attributable to non-controlling interests1,201 389 1,760 1,523 
Funds from operations – diluted$31,732 $29,150 $62,746 $66,564 

SAME-CENTER CASH NET OPERATING INCOME ANALYSIS
(Unaudited)
(In thousands, except number of shopping centers and percentages)
Three Months Ended June 30,Six Months Ended June 30,
20212020$ Change% Change20212020$ Change% Change
Number of shopping centers included in same-center analysis87 87 87 87 
Same-center occupancy96.9 %97.0 %(0.1)%96.9 %97.0 %(0.1)%
Revenues:
Base rents$50,534 $51,313 $(779)(1.5)%$100,860 $102,909 $(2,049)(2.0)%
Percentage rent(9)120 (129)(107.5)%173 213 (40)(18.8)%
Recoveries from tenants16,699 16,608 91 0.5 %33,663 33,762 (99)(0.3)%
Other property income444 413 31 7.5 %554 801 (247)(30.8)%
Bad debt152 (5,680)5,832 (102.7)%(1,352)(6,156)4,804 (78.0)%
Total Revenues67,820 62,774 5,046 8.0 %133,898 131,529 2,369 1.8 %
Operating Expenses
Property operating expenses10,916 9,806 1,110 11.3 %21,668 20,900 768 3.7 %
Property taxes8,272 8,601 (329)(3.8)%16,762 16,573 189 1.1 %
Total Operating Expenses19,188 18,407 781 4.2 %38,430 37,473 957 2.6 %
Same-Center Cash Net Operating Income$48,632 $44,367 $4,265 9.6 %$95,468 $94,056 $1,412 1.5 %




SAME-CENTER CASH NET OPERATING INCOME RECONCILIATION
(Unaudited)
(In thousands)
Three Months Ended June 30,Six Months Ended June 30,
 2021202020212020
GAAP operating income$32,022 $20,161 $54,476 $48,154 
Depreciation and amortization23,507 24,114 46,547 48,392 
General and administrative expenses5,232 3,929 9,607 7,873 
Other expense331 296 484 360 
Gain on sale of real estate(9,460)— (9,460)— 
Straight-line rent(294)(319)(312)(230)
Amortization of above- and below-market rent(2,214)(2,522)(4,446)(8,000)
Property revenues and other expenses (1)
(61)(99)(190)(249)
Total Company cash NOI49,063 45,560 96,706 96,300 
Non same-center cash NOI(431)(1,193)(1,238)(2,244)
Same-center cash NOI$48,632 $44,367 $95,468 $94,056 
____________________
(1)Includes anchor lease termination fees, net of contractual amounts, if any, expense and recovery adjustments related to prior periods and other miscellaneous adjustments.

NON-GAAP DISCLOSURES
Funds from operations (“FFO”), is a widely recognized non-GAAP financial measure for REITs that the Company believes when considered with financial statements presented in accordance with GAAP, provides additional and useful means to assess its financial performance. FFO is frequently used by securities analysts, investors and other interested parties to evaluate the performance of REITs, most of which present FFO along with net income as calculated in accordance with GAAP. The Company computes FFO in accordance with the “White Paper” on FFO published by the National Association of Real Estate Investment Trusts (“NAREIT”), which defines FFO as net income attributable to common stockholders (determined in accordance with GAAP) excluding gains or losses from debt restructuring, sales of depreciable property and impairments, plus real estate related depreciation and amortization, and after adjustments for partnerships and unconsolidated joint ventures.

The Company uses cash net operating income (“NOI”) internally to evaluate and compare the operating performance of the Company’s properties. The Company believes cash NOI provides useful information to investors regarding the Company’s financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level, and when compared across periods, can be used to determine trends in earnings of the Company’s properties as this measure is not affected by the non-cash revenue and expense recognition items, the cost of the Company’s funding, the impact of depreciation and amortization expenses, gains or losses from the acquisition and sale of operating real estate assets, general and administrative expenses or other gains and losses that relate to the Company’s ownership of properties. The Company believes the exclusion of these items from operating income is useful because the resulting measure captures the actual revenue generated and actual expenses incurred in operating the Company’s properties as well as trends in occupancy rates, rental rates and operating costs. Cash NOI is a measure of the operating performance of the Company’s properties but does not measure the Company’s performance as a whole and is therefore not a substitute for net income or operating income as computed in accordance with GAAP. The Company defines cash NOI as operating revenues (base rent and recoveries from tenants), less property and related expenses (property operating expenses and property taxes), adjusted for non-cash revenue and operating expense items such as straight-line rent and amortization of lease intangibles, debt-related expenses and other adjustments. Cash NOI also excludes general and administrative expenses, depreciation and amortization, acquisition transaction costs, other expense,



interest expense, gains and losses from property acquisitions and dispositions, extraordinary items, tenant improvements and leasing commissions. Other REITs may use different methodologies for calculating cash NOI, and accordingly, the Company’s cash NOI may not be comparable to other REITs.

Contact:
Ashley Rubino, Investor Relations
858-677-0900
arubino@roireit.net


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CIK: 1577230
Form Type: 8-K Corporate News
Accession Number: 0001407623-21-000065
Submitted to the SEC: Wed Jul 28 2021 4:24:06 PM EST
Accepted by the SEC: Wed Jul 28 2021
Period: Wednesday, July 28, 2021
Industry: Real Estate Investment Trusts
Events:
  1. Earnings Release
  2. Financial Exhibit

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