EX-99.1 2 roic-123119xpressrelea.htm EX-99.1 Document


Retail Opportunity Investments Corp.     TRADED: NASDAQ: ROIC
11250 El Camino Real, Suite 200
San Diego, CA 92130  
FOR IMMEDIATE RELEASE
Tuesday, February 18, 2020

Retail Opportunity Investments Corp. Reports 2019 Results

San Diego, CA, February 18, 2020 – Retail Opportunity Investments Corp. (NASDAQ:ROIC) announced today financial and operating results for the year and three months ended December 31, 2019.

YEAR 2019 HIGHLIGHTS
•$48.8mm of net income attributable to common stockholders ($0.42 per diluted share)
•$138.1 million in Funds From Operations(1) ($1.10 per diluted share)
•97.9% portfolio lease rate at year-end (6th consecutive year above 97%)
•3.6% increase in same-center cash net operating income (2019 vs. 2018)
•1.4 million square feet of leases executed (new and renewed)
•32.8% increase in same-space cash rents on new leases (9.7% increase on renewals)
•$74.1 million of property dispositions
•$11.5 million grocery-anchored shopping center acquired
•$34.2 million of common equity raised through ATM program
•$72.6 million reduction in year-end principal debt outstanding (2019 vs. 2018)
•94.1% of total debt effectively fixed-rate at year-end (no debt maturing in 2020 and 2021)
•94.5% of portfolio’s gross leasable area unencumbered at year-end
•$0.788 per share in total cash dividends paid in 2019

4TH QUARTER 2019 HIGHLIGHTS
•$10.2mm of net income attributable to common stockholders ($0.09 per diluted share)
•$35.3 million in Funds From Operations(1) ($0.28 per diluted share)
•$11.5 million grocery-anchored shopping center acquired
•$13.6 million property disposition
•3.5% increase in same-center cash net operating income (4Q‘19 vs. 4Q‘18)
•34.1% increase in same-space cash rents on new leases (6.2% increase on renewals)
•$15.0 million of common equity raised through ATM program
•Lowered borrowing spread, extended maturities on credit facility and term loan
•3.4 times interest coverage
•$0.197 per share quarterly cash dividend paid
•$0.20 per share quarterly cash dividend declared in 1Q‘20
________________________________________
(1) A reconciliation of GAAP net income to FFO is provided at the end of this press release.



Stuart A. Tanz, President and Chief Executive Officer of Retail Opportunity Investments Corp. stated, “During 2019, we again achieved stellar property operations results, including a new, record-high year-end lease rate of 97.9%, a 32.8% increase on new leases signed during the year, and a 3.6% increase in same-center cash net operating income. We also made excellent progress with our portfolio enhancement initiatives, including selling $74.1 million of properties and commencing the entitlement process on three densification projects. Additionally, we continued to enhance our long-term financial position, including utilizing proceeds from equity issuances and property dispositions to reduce debt by $72.6 million.” Tanz added, “In terms of our objectives for 2020, we intend to focus on completing targeted dispositions, selectively acquiring grocery-anchored shopping centers in our core markets, and continuing to advance our densification efforts.”

FINANCIAL SUMMARY
For the year ended December 31, 2019, GAAP net income attributable to common stockholders was $48.8 million, or $0.42 per diluted share, as compared to GAAP net income of $42.7 million, or $0.38 per diluted share for the year ended December 31, 2018. For the three months ended December 31, 2019, GAAP net income attributable to common stockholders was $10.2 million, or $0.09 per diluted share, as compared to GAAP net income of $10.5 million, or $0.09 per diluted share for the three months ended December 31, 2018.

FFO for the full year 2019 was $138.1 million, or $1.10 per diluted share, as compared to $142.1 million in FFO, or $1.14 per diluted share, for the full year 2018. FFO for the fourth quarter of 2019 was $35.3 million, or $0.28 per diluted share, as compared to $36.5 million in FFO, or $0.29 per diluted share for the fourth quarter of 2018. ROIC’s 2019 results reflect $74.1 million in property dispositions, as well as the issuance of approximately 1.9 million shares of common stock during the year. 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.

During 2019, ROIC reduced its total outstanding principal debt by $72.6 million. At December 31, 2019, ROIC had a total market capitalization of approximately $3.7 billion with approximately $1.4 billion of principal debt outstanding, equating to a 38.8% debt-to-total market capitalization ratio. ROIC’s year-end debt outstanding was comprised of $86.2 million of mortgage debt and approximately $1.3 billion of unsecured debt, including $84.0 million outstanding on its unsecured credit facility at December 31, 2019. For the fourth quarter of 2019, ROIC’s interest coverage was 3.4 times and 94.5% of its portfolio was unencumbered (based on gross leasable area) at year-end 2019. Additionally, at December 31, 2019, 94.1% of ROIC’s total debt was effectively fixed-rate with no scheduled debt maturities in 2020 and 2021.

DISPOSITION SUMMARY
During 2019, ROIC sold four properties, totaling $74.1 million, including one property in the fourth quarter for $13.6 million. Additionally, ROIC currently has an agreement to sell one property for approximately $13.5 million.

ACQUISITION SUMMARY
During the fourth quarter, ROIC acquired the following grocery-anchored shopping center.

Summerwalk Village
In December 2019, ROIC acquired Summerwalk Village for $11.5 million. The shopping center is approximately 58,000 square feet and is anchored by Walmart Neighborhood Market. The property is located in Lacey, Washington, within the greater Seattle metropolitan area, and is currently 97.9% leased.

Additionally, ROIC currently has a binding contract to acquire a grocery-anchored shopping center for $40.6 million.





PROPERTY OPERATIONS SUMMARY
At December 31, 2019, ROIC’s portfolio was 97.9% leased. For the full year 2019, same-center net operating income (NOI) was $194.4 million, as compared to $187.7 million in same-center NOI for the full year 2018, representing a 3.6% increase. For the fourth quarter of 2019, same-center NOI was $50.6 million, as compared to $48.9 million in same-center NOI for the fourth quarter of 2018, representing a 3.5% increase. ROIC reports same-center NOI on a cash basis. A reconciliation of GAAP operating income to same-center NOI is provided at the end of this press release.

For the full year 2019, ROIC executed 375 leases, totaling approximately 1.4 million square feet, including 130 new leases, totaling 463,043 square feet, achieving a 32.8% increase in same-space comparative base rent, and 245 renewed leases, totaling 919,788 square feet, achieving a 9.7% increase in base rent. During the fourth quarter of 2019, ROIC executed 90 leases, totaling 379,459 square feet, including 39 new leases, totaling 177,982 square feet, achieving a 34.1% increase in same-space comparative base rent, and 51 renewed leases, totaling 201,477 square feet, achieving a 6.2% increase in base rent. ROIC reports same-space comparative base rent on a cash basis.

CAPITAL MARKETS SUMMARY
During 2019, ROIC issued approximately 1.9 million shares of common stock through its ATM program, raising $34.2 million in proceeds, including raising $15.0 million in the fourth quarter.

Additionally, in the fourth quarter ROIC amended its $600 million unsecured credit facility, extending the maturity date to February 2024 and reducing the borrowing rate down to LIBOR plus 0.9%. The credit facility’s existing accordion feature provision, which allows ROIC to increase the facility amount by an additional $600 million, was maintained, as well as the provision to extend the facility’s maturity date for two consecutive six-month periods. Additionally, ROIC amended its $300 million unsecured term loan, extending the maturity date to January 2025 and reducing the borrowing rate down to LIBOR plus 1.0%. The term loan’s accordion feature provision was maintained, which allows ROIC to increase the loan amount by an additional $200 million.

CASH DIVIDEND
On December 30, 2019, ROIC distributed a $0.1970 per share cash dividend. For the year 2019, ROIC distributed cash dividends totaling $0.7880 per share. On February 18, 2020, ROIC’s board of directors declared a cash dividend of $0.20 per share, payable on March 30, 2020 to stockholders of record on March 16, 2020.



2020 FFO GUIDANCE
ROIC currently estimates that FFO for the full year 2020 will be within the range of $1.09 to $1.13 per diluted share, and net income to be within the range of $0.35 to $0.40 per diluted share. The following table provides a reconciliation of GAAP net income to FFO.
Year Ended December 31, 2020
Low EndHigh End
(unaudited, amounts in thousands, except per share data) 
GAAP net income applicable to stockholders$40,304  $46,913  
Plus: Depreciation and amortization95,000  95,000  
Funds from operations (FFO) – basic135,304  141,913  
Net income attributable to non-controlling interests4,216  4,422  
Funds from operations (FFO) – diluted$139,520  $146,335  
Diluted Shares128,000  129,500  
GAAP net income per diluted share$0.35  $0.40  
FFO per diluted share$1.09  $1.13  
Key Assumptions
Acquisitions$40,000  $100,000  
Dispositions$40,000  $75,000  
Equity issued$50,000  $75,000  
Debt retired$50,000  $50,000  
Same-center cash NOI growth (vs. 2019)2 %3 %

ROIC’s management will discuss the company’s guidance and underlying assumptions on its February 19, 2020 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 results on Wednesday, February 19, 2020 at 12:00 p.m. Eastern Time/9:00 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: 6790258. 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 February 19, 2020 and will be available until 3:00 p.m. Eastern Time on February 26, 2020. To access the conference call recording, dial (855) 859-2056 (domestic) or (404) 537-3406 (international) and use the Conference ID: 6790258. 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 December 31, 2019, ROIC owned 88 shopping centers encompassing approximately 10.1 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)

December 31,
 20192018
ASSETS  
Real Estate Investments:  
Land$879,540  $894,240  
Building and improvements2,252,301  2,266,232  
 3,131,841  3,160,472  
Less:  accumulated depreciation390,916  329,207  
2,740,925  2,831,265  
Mortgage note receivable13,000  —  
Real Estate Investments, net2,753,925  2,831,265  
Cash and cash equivalents3,800  6,076  
Restricted cash1,658  1,373  
Tenant and other receivables, net45,821  46,832  
Acquired lease intangible assets, net59,701  72,109  
Prepaid expenses3,169  4,194  
Deferred charges, net27,652  33,857  
Other assets18,031  7,365  
Total assets$2,913,757  $3,003,071  
LIABILITIES AND EQUITY  
Liabilities:  
Term loan$298,330  $299,076  
Credit facility80,743  153,689  
Senior Notes942,850  941,449  
Mortgage notes payable87,523  88,511  
Acquired lease intangible liabilities, net144,757  166,146  
Accounts payable and accrued expenses17,562  15,488  
Tenants’ security deposits7,177  7,065  
Other liabilities42,987  23,219  
Total liabilities1,621,929  1,694,643  
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; 116,496,016 and 113,992,837 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively
12  11  
Additional paid-in capital1,481,466  1,441,080  
Dividends in excess of earnings(297,998) (256,438) 
Accumulated other comprehensive (loss) income(4,132) 3,561  
Total Retail Opportunity Investments Corp. stockholders’ equity1,179,348  1,188,214  
Non-controlling interests112,480  120,214  
Total equity1,291,828  1,308,428  
Total liabilities and equity$2,913,757  $3,003,071  


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

 Three Months Ended December 31,Year Ended December 31,
 2019201820192018
Revenues  
Rental revenue$72,282  $73,514  $291,263  $289,601  
Other income1,337  1,644  3,777  6,197  
Total revenues73,619  75,158  295,040  295,798  
Operating expenses
Property operating10,896  11,206  43,662  43,851  
Property taxes8,205  8,361  32,388  32,349  
Depreciation and amortization24,192  24,955  97,559  100,838  
General and administrative expenses4,157  3,627  17,831  14,918  
Other expense41  89  1,405  478  
Total operating expenses47,491  48,238  192,845  192,434  
Gain on sale of real estate—  —  13,175  5,890  
Operating income26,128  26,920  115,370  109,254  
Non-operating expenses  
Interest expense and other finance expenses(15,002) (15,352) (61,687) (62,113) 
Net income11,126  11,568  53,683  47,141  
Net income attributable to non-controlling interests(975) (1,067) (4,839) (4,405) 
Net Income Attributable to Retail Opportunity Investments Corp.$10,151  $10,501  $48,844  $42,736  
Earnings per share – basic and diluted$0.09  $0.09  $0.42  $0.38  
Dividends per common share$0.1970  $0.1950  $0.7880  $0.7800  





CALCULATION OF FUNDS FROM OPERATIONS
(Unaudited)
(In thousands)

Three Months Ended December 31,Year Ended December 31,
2019201820192018
Net income attributable to ROIC$10,151  $10,501  $48,844  $42,736  
Plus:  Depreciation and amortization24,192  24,955  97,559  100,838  
Less: Gain on sale of real estate—  —  (13,175) (5,890) 
Funds from operations – basic34,343  35,456  133,228  137,684  
Net income attributable to non-controlling interests975  1,067  4,839  4,405  
Funds from operations – diluted$35,318  $36,523  $138,067  $142,089  

SAME-CENTER CASH NET OPERATING INCOME ANALYSIS
(Unaudited)
(In thousands, except number of shopping centers and percentages)

Three Months Ended December 31,Year Ended December 31,
20192018$ Change% Change20192018$ Change% Change
Number of shopping centers included in same-center analysis87  87  85  85  
Same-center occupancy97.9 %97.8 %0.1 %97.9 %97.7 %0.2 %
Revenues:
Base rents$51,385  $49,806  $1,579  3.2 %$201,118  $193,930  $7,188  3.7 %
Percentage rent1,007  1,263  (256) (20.3)%1,316  1,545  (229) (14.8)%
Recoveries from tenants16,720  16,432  288  1.8 %65,603  63,400  2,203  3.5 %
Other property income1,050  473  577  122.0 %2,943  2,577  366  14.2 %
Bad debt (1)
(305) —  (305) N/A  (1,416) —  (1,416) N/A  
Total Revenues69,857  67,974  1,883  2.8 %269,564  261,452  8,112  3.1 %
Operating Expenses
Property operating expenses11,142  10,827  315  2.9 %43,721  41,684  2,037  4.9 %
Bad debt (1)
—  142  (142) N/A  —  844  (844) N/A  
Property taxes8,110  8,133  (23) (0.3)%31,434  31,271  163  0.5 %
Total Operating Expenses19,252  19,102  150  0.8 %75,155  73,799  1,356  1.8 %
Same-Center Cash Net Operating Income$50,605  $48,872  $1,733  3.5 %$194,409  $187,653  $6,756  3.6 %
____________________
(1)In connection with the adoption of the lease accounting standard ASU No. 2016-2, effective January 1, 2019, bad debt is now classified as an offset to revenue instead of being included in operating expenses.




SAME-CENTER CASH NET OPERATING INCOME RECONCILIATION
(Unaudited)
(In thousands)

 Three Months Ended December 31,Year Ended December 31,
 2019201820192018
GAAP operating income$26,128  $26,920  $115,370  $109,254  
Depreciation and amortization24,192  24,955  97,559  100,838  
General and administrative expenses4,157  3,627  17,831  14,918  
Other expense41  89  1,405  478  
Gain on sale of real estate—  —  (13,175) (5,890) 
Straight-line rent(433) (1,014) (3,083) (5,380) 
Amortization of above- and below-market rent(2,593) (3,074) (15,618) (13,965) 
Property revenues and other expenses (1)
(277) (751) (269) (711) 
Total Company cash NOI51,215  50,752  200,020  199,542  
Non same-center cash NOI(610) (1,880) (5,611) (11,889) 
Same-center cash NOI$50,605  $48,872  $194,409  $187,653  
____________________
(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
858-255-4913
arubino@roireit.net