EXHIBIT 99.2
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Maryland
(State or other jurisdiction of incorporation)
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001-33749
(Commission
File Number)
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26-0500600
(I.R.S. Employer
Identification No.)
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Delaware
(State or other jurisdiction of incorporation)
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333-189057-01
(Commission File Number)
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94-2969738
(LR.S. Employer Identification No.)
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8905 Towne Centre Drive, Suite 108 San Diego, California
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92122
(Zip Code)
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(858) 677-0900
(Registrants' Telephone Number, Including Area Code)
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Not applicable
(Former Name or Former Address, if Changed Since Last Report)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Exhibit No.
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Description
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99.1
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Earnings Release, dated April 29, 2015
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99.2
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Supplemental Information for the quarter ended March 31, 2015
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RETAIL OPPORTUNITY INVESTMENTS CORP.
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Dated: April 29, 2015
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By: /s/ Michael B. Haines
Name: Michael B. Haines
Title: Chief Financial Officer
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RETAIL OPPORTUNITY INVESTMENTS
PARTNERSHIP, LP
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By: RETAIL OPPORTUNITY INVESTMENTS GP, LLC, its general partner
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By: /s/ Michael B. Haines
Name: Michael B. Haines
Title: Chief Financial Officer
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EXHIBIT 99.1
9.5% Increase in FFO Per Diluted Share
$207.2MM of Acquisitions Committed Year-to-Date
Increases 2015 FFO Guidance
SAN DIEGO, April 29, 2015 (GLOBE NEWSWIRE) -- Retail Opportunity Investments Corp. (Nasdaq:ROIC) announced today financial and operating results for the first quarter ended March 31, 2015.
HIGHLIGHTS
__________________________________
(1) A reconciliation of GAAP net income to Funds From Operation (FFO) is provided at the end of this press release.
Stuart A. Tanz, President and Chief Executive Officer of Retail Opportunity Investments Corp. stated, "We are off to a great start in 2015 as we continue to fully capitalize on the strong fundamentals across our portfolio and core West Coast markets. Through our long-standing relationships, we have already secured $207 million in off-market, grocery-anchored shopping center acquisitions. Additionally, we continue to lease space at a record pace, increasing our portfolio leased rate by 110 basis points from a year ago, along with continuing to consistently grow same-center cash NOI and achieving strong same-space rent increases." Tanz also added, "With our accomplishments thus far, together with our ongoing acquisition and leasing activity, we are well-positioned to continue growing our business and achieving our stated objectives for the year."
FINANCIAL SUMMARY
For the three months ended March 31, 2015, net income was $4.4 million, or $0.04 per diluted share, as compared to net income of $3.3 million, or $0.04 per diluted share for the three months ended March 31, 2014. FFO for the first quarter of 2015 was $22.0 million, or $0.23 per diluted share, as compared to $16.6 million in FFO, or $0.21 per diluted share for the first quarter of 2014, representing a 9.5% increase on a per diluted share basis. 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.
At March 31, 2015, ROIC had a total market capitalization of approximately $2.6 billion with $824.5 million of debt outstanding, equating to a 31.6% debt-to-total market capitalization ratio. ROIC's debt outstanding was comprised of $93.2 million of mortgage debt and $731.3 million of unsecured debt. At March 31, 2015, ROIC had $238.5 million outstanding on its unsecured credit facility. For the first quarter of 2015, ROIC's interest coverage was 3.6 times.
ACQUISITION SUMMARY
Year-to-date in 2015, ROIC has committed a total of $207.2 million in grocery-anchored shopping center acquisitions, including $99.2 million acquired during the first quarter of 2015 and $108.0 million currently under contract.
Ontario Plaza
In January 2015, ROIC acquired Ontario Plaza for $31.0 million. The shopping center is approximately 150,000 square feet and is anchored by El Super Supermarket, a Southern California-based grocer, and Rite Aid Pharmacy. The property is located in Ontario, California, within the Los Angeles metropolitan area, and is currently 94.3% leased.
Park Oaks Shopping Center
In January 2015, ROIC acquired Park Oaks Shopping Center for $47.7 million. The shopping center is approximately 110,000 square feet and is anchored by Safeway (Vons) Supermarket. The property is located in Thousand Oaks, California, within the Los Angeles metropolitan area and is currently 100% leased.
Winston Manor
In January 2015, ROIC acquired Winston Manor for $20.5 million. The shopping center is approximately 50,000 square feet and is anchored by Grocery Outlet Supermarket, a Northern California-based grocer. The property is located in South San Francisco, California and is currently 100% leased.
Gateway Centre
ROIC has a binding contract to acquire Gateway Centre for $42.5 million. The shopping center is approximately 110,000 square feet and is anchored by Savemart (Lucky) Supermarket and Walgreens. The property is located in San Ramon, California, within the San Francisco metropolitan area, and is currently 94.0% leased.
Iron Horse Plaza
ROIC has a binding contract to acquire Iron Horse Plaza for $42.4 million. The shopping center is approximately 62,000 square feet and is anchored by Lunardi's Markets, a San Francisco-based grocer. The property is located in Danville, California, within the San Francisco metropolitan area, and is currently 100% leased. ROIC expects to fund the acquisition in part with the issuance of $16.4 million in ROIC common equity in the form of operating partnership units, based on a value of $17.25 per unit.
Pinole Vista & Canyon Park
ROIC has a binding contract to acquire key anchor spaces at two of its existing shopping centers for $23.1 million, including the Savemart (Lucky) Supermarket space at its Pinole Vista Shopping Center, totaling approximately 58,500 square feet, and the Albertson's Supermarket leasehold interest at its Canyon Park Shopping Center, totaling approximately 35,500 square feet.
PROPERTY OPERATIONS SUMMARY
For the first quarter of 2015, same-center net operating income (NOI) was $23.3 million, as compared to $22.4 million in same-center NOI for the first quarter of 2014, representing a 4.0% increase. Same-center NOI includes all of the properties owned by ROIC as of January 1, 2014, totaling 53 shopping centers. During the first quarter of 2015, ROIC executed 92 leases, totaling 280,195 square feet, achieving an 12.8% increase in same-space comparative base rent, including 48 new leases, totaling 110,644 square feet, achieving a 25.4% increase in same-space comparative base rent, and 44 renewed leases, totaling 169,551 square feet, achieving a 7.1% increase in base rent. ROIC reports same-center NOI and same-space base rent as a supplemental performance measure. Same-center NOI and same-space base rent are on a cash basis.
CASH DIVIDEND
On March 30, 2015, ROIC distributed a $0.17 per share cash dividend, represents a 6.3% increase as compared to ROIC's previous dividend. On April 29, 2015, ROIC's board of directors declared a cash dividend of $0.17 per share, payable on June 30, 2015 to stockholders of record on June 16, 2015.
2015 FFO GUIDANCE
ROIC currently estimates that FFO for 2015 will be within the range of $0.90 to $0.94 per diluted share, and net income to be within the range of $0.23 to $0.24 per diluted share. The following table provides a reconciliation of GAAP net income to FFO.
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For the year ending December 31, 2015 |
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| Low End | High End | |
| Net Income for period | $23,061 | $24,086 |
| Plus: | ||
| Depreciation & Amortization | $68,424 | $71,465 |
| Funds From Operations (FFO) | $91,485 | $95,551 |
| Weighted Average Diluted Shares | 101,650 | 101,650 |
| Earnings per share (diluted) | $0.23 | $0.24 |
| FFO per share (diluted) | $0.90 | $0.94 |
ROIC's estimates are based on numerous underlying assumptions. ROIC's management will discuss the company's guidance and underlying assumptions on its April 30, 2015 conference call. ROIC's 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 quarterly results on Thursday, April 30, 2015 at 10:00 a.m. Eastern Time / 7:00 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: 9853774. 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 1:00 p.m. Eastern Time on April 30, 2015 and will be available until 11:59 p.m. Eastern Time on May 7, 2015. To access the conference call recording, dial (855) 859-2056 (domestic) or (404) 537-3406 (international) and use the Conference ID: 9853774. 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 March 31, 2015, ROIC owned 64 shopping centers encompassing approximately 7.6 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 and Standard & Poor's. 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) | ||
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March 31, 2015 (unaudited) |
December 31, 2014 |
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| ASSETS | ||
| Real Estate Investments: | ||
| Land | $ 578,508 | $ 550,078 |
| Building and improvements | 1,316,643 | 1,235,820 |
| 1,895,151 | 1,785,898 | |
| Less: accumulated depreciation | 98,813 | 88,173 |
| Real Estate Investments, net | 1,796,338 | 1,697,725 |
| Cash and cash equivalents | 11,683 | 10,773 |
| Restricted cash | 868 | 514 |
| Tenant and other receivables, net | 24,182 | 23,025 |
| Deposits | 500 | 4,500 |
| Acquired lease intangible assets, net of accumulated amortization | 71,905 | 71,433 |
| Prepaid expenses | 1,870 | 2,454 |
| Deferred charges, net of accumulated amortization | 40,093 | 39,731 |
| Other | 1,513 | 1,541 |
| Total assets | $ 1,948,952 | $ 1,851,696 |
| LIABILITIES AND EQUITY | ||
| Liabilities: | ||
| Credit facility | $ 238,500 | $ 156,500 |
| Senior Notes Due 2023 | 246,258 | 246,174 |
| Senior Notes Due 2024 | 246,592 | 246,521 |
| Mortgage notes payable | 93,156 | 94,183 |
| Acquired lease intangible liabilities, net of accumulated amortization | 126,059 | 118,359 |
| Accounts payable and accrued expenses | 20,442 | 12,173 |
| Tenants' security deposits | 4,028 | 3,961 |
| Other liabilities | 13,494 | 11,043 |
| Total liabilities | 988,529 | 888,914 |
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Commitments and contingencies |
— | — |
| Equity: | ||
| Preferred stock, $.0001 par value 50,000,000 shares authorized; none issued and outstanding | — | — |
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Common stock, $.0001 par value 500,000,000 shares authorized; and 93,817,231 and 92,991,333 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively |
9 | 9 |
| Additional paid-in-capital | 1,022,794 | 1,013,561 |
| Dividends in excess of earnings | (92,719) | (80,976) |
| Accumulated other comprehensive loss | (8,348) | (8,882) |
| Total Retail Opportunity Investments Corp. stockholders' equity | 921,736 | 923,712 |
| Non-controlling interests | 38,687 | 39,070 |
| Total equity | 960,423 | 962,782 |
| Total liabilities and equity | $ 1,948,952 | $ 1,851,696 |
| RETAIL OPPORTUNITY INVESTMENTS CORP. | ||
| Consolidated Statements of Operations and Comprehensive Income | ||
| (Unaudited) | ||
| (In thousands, except share data) | ||
| Three Months Ended March 31, | ||
| 2015 | 2014 | |
| Revenues | ||
| Base rents | $ 35,202 | $ 27,537 |
| Recoveries from tenants | 9,689 | 7,614 |
| Other income | 231 | 1,199 |
| Total revenues | 45,122 | 36,350 |
| Operating expenses | ||
| Property operating | 6,925 | 6,262 |
| Property taxes | 4,732 | 3,588 |
| Depreciation and amortization | 17,634 | 13,364 |
| General and administrative expenses | 2,641 | 2,561 |
| Acquisition transaction costs | 171 | 218 |
| Other expense | 149 | 217 |
| Total operating expenses | 32,252 | 26,210 |
| Operating income | 12,870 | 10,140 |
| Non-operating income (expenses) | ||
| Interest expense and other finance expenses | (8,494) | (6,874) |
| Net income | 4,376 | 3,266 |
| Net income attributable to non-controlling interests | (176) | (134) |
| Net Income Attributable to Retail Opportunity Investments Corp. | $ 4,200 | $ 3,132 |
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Basic and diluted per share: |
$ 0.04 | $ 0.04 |
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Dividends per common share |
$ 0.17 | $ 0.16 |
| CALCULATION OF FUNDS FROM OPERATIONS | ||
| (In thousands) | ||
| Three Months Ended March 31, | ||
| 2015 | 2014 | |
| Net income attributable to ROIC | $ 4,200 | $ 3,132 |
| Plus: Depreciation and amortization | 17,634 | 13,364 |
| Funds from operations – basic | 21,834 | 16,496 |
| Net income attributable to non-controlling interests | 176 | 134 |
| Funds from operations – diluted | $ 22,010 | $ 16,630 |
CONTACT: Ashley Bulot, Investor Relations
858-255-4913
abulot@roireit.net