Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 23, 2015 | |
Document Information [Line Items] | ||
Entity Registrant Name | Retail Opportunity Investments Corp | |
Trading Symbol | roic | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 99,485,125 | |
Amendment Flag | false | |
Entity Central Index Key | 1,407,623 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Well-known Seasoned Issuer | Yes | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Retail Opportunity Investments Partnership L.P. [Member] | ||
Document Information [Line Items] | ||
Entity Registrant Name | Retail Opportunity Investments Partnerships L.P. | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 1,577,230 | |
Entity Filer Category | Non-accelerated Filer |
Consolidated Balance Sheets (Cu
Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Real Estate Investments: | ||
Land | $ 611,791 | $ 550,078 |
Building and improvements | 1,426,761 | 1,235,820 |
Total real estate investments | 2,038,552 | 1,785,898 |
Less: accumulated depreciation | 121,459 | 88,173 |
Real Estate Investments, net | 1,917,093 | 1,697,725 |
Cash and cash equivalents | 6,953 | 10,773 |
Restricted cash | 286 | 514 |
Tenant and other receivables, net | 26,635 | 23,025 |
Deposits | 1,000 | 4,500 |
Acquired lease intangible asset, net of accumulated amortization | 68,690 | 71,433 |
Prepaid expenses | 597 | 2,454 |
Deferred charges, net of accumulated amortization | 40,122 | 39,731 |
Other | 1,438 | 1,541 |
Total assets | 2,062,814 | 1,851,696 |
Liabilities: | ||
Term loan | 300,000 | |
Credit facility | 16,225 | 156,500 |
Mortgage notes payable | 62,873 | 94,183 |
Acquired lease intangibles liability, net of accumulated amortization | 123,186 | 118,359 |
Accounts payable and accrued expenses | 22,824 | 12,173 |
Tenants' security deposits | 4,314 | 3,961 |
Other liabilities | 9,864 | 11,043 |
Total liabilities | $ 1,032,452 | $ 888,914 |
Commitments and contingencies | ||
Equity: | ||
Preferred stock, $.0001 par value 50,000,000 shares authorized; none issued and outstanding | $ 0 | $ 0 |
Common stock, $.0001 par value 500,000,000 shares authorized; and 99,485,125 and 92,991,333 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively | 10 | 9 |
Additional paid-in-capital | 1,112,809 | 1,013,561 |
Dividends in excess of earnings | (112,951) | (80,976) |
Accumulated other comprehensive loss | (7,278) | (8,882) |
Total Retail Opportunity Investments Corp. stockholders’ equity | 992,590 | 923,712 |
Non-controlling interests | 37,772 | 39,070 |
Total equity | 1,030,362 | 962,782 |
Total liabilities and equity | 2,062,814 | 1,851,696 |
Retail Opportunity Investments Partnership L.P. [Member] | ||
Real Estate Investments: | ||
Land | 611,791 | 550,078 |
Building and improvements | 1,426,761 | 1,235,820 |
Total real estate investments | 2,038,552 | 1,785,898 |
Less: accumulated depreciation | 121,459 | 88,173 |
Real Estate Investments, net | 1,917,093 | 1,697,725 |
Cash and cash equivalents | 6,953 | 10,773 |
Restricted cash | 286 | 514 |
Tenant and other receivables, net | 26,635 | 23,025 |
Deposits | 1,000 | 4,500 |
Acquired lease intangible asset, net of accumulated amortization | 68,690 | 71,433 |
Prepaid expenses | 597 | 2,454 |
Deferred charges, net of accumulated amortization | 40,122 | 39,731 |
Other | 1,438 | 1,541 |
Total assets | 2,062,814 | 1,851,696 |
Liabilities: | ||
Term loan | 300,000 | |
Credit facility | 16,225 | 156,500 |
Mortgage notes payable | 62,873 | 94,183 |
Acquired lease intangibles liability, net of accumulated amortization | 123,186 | 118,359 |
Accounts payable and accrued expenses | 22,824 | 12,173 |
Tenants' security deposits | 4,314 | 3,961 |
Other liabilities | 9,864 | 11,043 |
Total liabilities | $ 1,032,452 | $ 888,914 |
Commitments and contingencies | ||
Equity: | ||
ROIC capital (consists of general and limited partnership interests held by ROIC) | $ 999,868 | $ 932,594 |
Limited partners’ capital (consists of limited partnership interests held by third parties) | 37,772 | 39,070 |
Accumulated other comprehensive loss | (7,278) | (8,882) |
Total equity | 1,030,362 | 962,782 |
Total liabilities and equity | 2,062,814 | 1,851,696 |
Senior Notes 2024 [Member] | ||
Liabilities: | ||
Senior Notes | 246,736 | 246,521 |
Senior Notes 2024 [Member] | Retail Opportunity Investments Partnership L.P. [Member] | ||
Liabilities: | ||
Senior Notes | 246,736 | 246,521 |
Senior Notes 2023 [Member] | ||
Liabilities: | ||
Senior Notes | 246,430 | 246,174 |
Senior Notes 2023 [Member] | Retail Opportunity Investments Partnership L.P. [Member] | ||
Liabilities: | ||
Senior Notes | $ 246,430 | $ 246,174 |
Consolidated Balance Sheets (C3
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 99,485,125 | 92,991,333 |
Common stock, shares outstanding | 99,485,125 | 92,991,333 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues | ||||
Base rents | $ 37,654,000 | $ 31,558,000 | $ 108,884,000 | $ 87,230,000 |
Recoveries from tenants | 10,279,000 | 8,143,000 | 29,809,000 | 24,137,000 |
Other income | 2,144,000 | 1,155,000 | 2,721,000 | 2,754,000 |
Total revenues | 50,077,000 | 40,856,000 | 141,414,000 | 114,121,000 |
Operating expenses | ||||
Property operating | 7,285,000 | 5,865,000 | 21,064,000 | 18,062,000 |
Property taxes | 4,933,000 | 4,160,000 | 14,351,000 | 11,566,000 |
Depreciation and amortization | 18,059,000 | 15,365,000 | 52,567,000 | 42,986,000 |
General and administrative expenses | 3,092,000 | 2,987,000 | 9,387,000 | 8,324,000 |
Acquisition transaction costs | 91,000 | 125,000 | 507,000 | 654,000 |
Other expenses | 254,000 | 58,000 | 507,000 | 405,000 |
Total operating expenses | 33,714,000 | 28,560,000 | 98,383,000 | 81,997,000 |
Operating income | 16,363,000 | 12,296,000 | 43,031,000 | 32,124,000 |
Non-operating income (expenses) | ||||
Interest expense and other finance expenses | (8,526,000) | (6,865,000) | (25,407,000) | (20,695,000) |
Gain on sale of real estate | 1,550,000 | 4,869,000 | ||
Net Income | 7,837,000 | 6,981,000 | 17,624,000 | 16,298,000 |
Unrealized gain (loss) on swap derivative | ||||
Unrealized swap derivative gain (loss) arising during the period | 135,000 | (2,792,000) | ||
Reclassification adjustment for amortization of interest expense included in net income | 535,000 | 869,000 | 1,604,000 | 2,641,000 |
Other comprehensive income (loss) | 535,000 | 1,004,000 | 1,604,000 | (151,000) |
Comprehensive income | 8,372,000 | 7,985,000 | 19,228,000 | 16,147,000 |
Comprehensive income attributable to non-controlling interests | (295,000) | (233,000) | (681,000) | (584,000) |
Net income attributable to non-controlling interests | (295,000) | (233,000) | (681,000) | (584,000) |
Net Income Attributable to Retail Opportunity Investments Corp. | 7,542,000 | 6,748,000 | 16,943,000 | 15,714,000 |
Comprehensive income attributable to Retail Opportunity Investments Corp. | $ 8,077,000 | $ 7,752,000 | $ 18,547,000 | $ 15,563,000 |
Net earnings per share – basic: (in Dollars per share) | $ 0.08 | $ 0.07 | $ 0.18 | $ 0.19 |
Net earnings per share – diluted: (in Dollars per share) | 0.08 | 0.07 | 0.18 | 0.19 |
Dividends per common share (in Dollars per share) | $ 0.17 | $ 0.16 | $ 0.51 | $ 0.48 |
Retail Opportunity Investments Partnership L.P. [Member] | ||||
Revenues | ||||
Base rents | $ 37,654,000 | $ 31,558,000 | $ 108,884,000 | $ 87,230,000 |
Recoveries from tenants | 10,279,000 | 8,143,000 | 29,809,000 | 24,137,000 |
Other income | 2,144,000 | 1,155,000 | 2,721,000 | 2,754,000 |
Total revenues | 50,077,000 | 40,856,000 | 141,414,000 | 114,121,000 |
Operating expenses | ||||
Property operating | 7,285,000 | 5,865,000 | 21,064,000 | 18,062,000 |
Property taxes | 4,933,000 | 4,160,000 | 14,351,000 | 11,566,000 |
Depreciation and amortization | 18,059,000 | 15,365,000 | 52,567,000 | 42,986,000 |
General and administrative expenses | 3,092,000 | 2,987,000 | 9,387,000 | 8,324,000 |
Acquisition transaction costs | 91,000 | 125,000 | 507,000 | 654,000 |
Other expenses | 254,000 | 58,000 | 507,000 | 405,000 |
Total operating expenses | 33,714,000 | 28,560,000 | 98,383,000 | 81,997,000 |
Operating income | $ 16,363,000 | $ 12,296,000 | $ 43,031,000 | $ 32,124,000 |
Net earnings per unit – basic and diluted: (in Dollars per share) | $ 0.08 | $ 0.07 | $ 0.18 | $ 0.19 |
Non-operating income (expenses) | ||||
Interest expense and other finance expenses | $ (8,526,000) | $ (6,865,000) | $ (25,407,000) | $ (20,695,000) |
Gain on sale of real estate | 1,550,000 | 4,869,000 | ||
Net Income | 7,837,000 | 6,981,000 | 17,624,000 | 16,298,000 |
Unrealized gain (loss) on swap derivative | ||||
Unrealized swap derivative gain (loss) arising during the period | 135,000 | (2,792,000) | ||
Reclassification adjustment for amortization of interest expense included in net income | 535,000 | 869,000 | 1,604,000 | 2,641,000 |
Other comprehensive income (loss) | 535,000 | 1,004,000 | 1,604,000 | (151,000) |
Comprehensive income | $ 8,372,000 | $ 7,985,000 | $ 19,228,000 | $ 16,147,000 |
Dividends per common share (in Dollars per share) | $ 0.17 | $ 0.16 | $ 0.51 | $ 0.48 |
Consolidated Statement of Equit
Consolidated Statement of Equity (Unaudited) - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands | Total | Officer [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Retained Earnings [Member]Officer [Member] | AOCI Attributable to Parent [Member] | Noncontrolling Interest [Member] |
Balance at Dec. 31, 2014 | $ 962,782 | $ 9 | $ 1,013,561 | $ (80,976) | $ (8,882) | $ 39,070 | ||
Balance (in Shares) at Dec. 31, 2014 | 92,991,333 | 92,991,333 | ||||||
Shares issued under the 2009 Plan (in Shares) | 360,627 | |||||||
Repurchase of common stock | $ (1,316) | (1,316) | ||||||
Repurchase of common stock (in Shares) | 0 | (78,570) | ||||||
Cancellation of restricted stock (in Shares) | (2,832) | |||||||
Stock based compensation expense | $ 3,490 | 3,490 | ||||||
Adjustment to non-controlling interests ownership in Operating Partnership | (2,702) | 2,702 | ||||||
Proceeds from the sale of common stock | 101,293 | $ 1 | 101,292 | |||||
Proceeds from the sale of common stock (in Shares) | 6,064,567 | |||||||
OP Unit redemption | 2,731 | (2,731) | ||||||
OP Unit redemption (in Shares) | 150,000 | |||||||
Registration expenditures | (4,247) | (4,247) | ||||||
Cash dividends | (50,747) | $ (121) | (48,797) | $ (121) | (1,950) | |||
Net income attributable to Retail Opportunity Investments Corp. | 16,943 | 16,943 | ||||||
Net income attributable to non-controlling interests | 681 | 681 | ||||||
Other comprehensive income | 1,604 | 1,604 | ||||||
Balance at Sep. 30, 2015 | $ 1,030,362 | $ 10 | $ 1,112,809 | $ (112,951) | $ (7,278) | $ 37,772 | ||
Balance (in Shares) at Sep. 30, 2015 | 99,485,125 | 99,485,125 |
Consolidated Statement of Equi6
Consolidated Statement of Equity (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Dividends per share/unit | $ 0.17 | $ 0.16 | $ 0.51 | $ 0.48 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 17,624 | $ 16,298 |
Adjustments to reconcile net income to cash provided by operating activities: | ||
Depreciation and amortization | 52,567 | 42,986 |
Amortization of deferred financing costs and mortgage premiums, net | 119 | (311) |
Straight-line rent adjustment | (3,847) | (2,516) |
Amortization of above and below market rent | (7,346) | (5,262) |
Amortization relating to stock based compensation | 3,490 | 2,689 |
Provisions for tenant credit losses | 1,574 | 1,463 |
Other noncash interest expense | 1,604 | 1,308 |
Gain on sale of real estate | (4,869) | |
Settlement of interest rate swap agreements | (3,230) | |
Restricted cash | 205 | (287) |
Tenant and other receivables | (1,337) | (4,482) |
Prepaid expenses | 1,857 | 804 |
Accounts payable and accrued expenses | 10,369 | 3,761 |
Other asset and liabilities, net | (2,284) | 4,090 |
Net cash provided by operating activities | 74,595 | 52,442 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Investments in real estate | (235,786) | (322,684) |
Proceeds from sale of real estate | 27,622 | |
Increase in restricted cash | (12,048) | |
Improvements to properties | (19,278) | (15,666) |
Deposits on real estate acquisitions | 3,500 | (4,225) |
Construction escrows and other | 23 | 207 |
Net cash used in investing activities | (251,541) | (326,794) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Principal repayment on mortgages | (65,156) | (9,528) |
Proceeds from mortgage loan | 35,500 | |
Proceeds from term loan | 300,000 | |
Proceeds from the draw on term loan/credit facility | 306,000 | 318,300 |
Payments on credit facility | (446,275) | (251,950) |
Proceeds from exercise of warrants | 56,002 | |
Distributions to OP Unitholders | (1,950) | (1,503) |
Deferred financing and other costs | (1,766) | (66) |
Proceeds from the issuance of common stock | 101,293 | 214,907 |
Registration expenditures | (4,286) | (9,462) |
Dividends paid | (48,918) | (38,685) |
Repurchase of common stock | (1,316) | (587) |
Net cash provided by financing activities | 173,126 | 277,428 |
Net (decrease) increase in cash and cash equivalents | (3,820) | 3,076 |
Cash and cash equivalents at beginning of period | 10,773 | 7,920 |
Cash and cash equivalents at end of period | 6,953 | 10,996 |
Other non-cash investing and financing activities – increase (decrease): | ||
Intangible lease liabilities | 15,609 | 35,426 |
Interest rate swap asset | (1,169) | |
Interest rate swap liabilities | (2,529) | |
Proceeds receivable from exercise of warrants | (173) | |
Accrued real estate improvement costs | 503 | 3,434 |
OP Unit redemption | 2,731 | |
Retail Opportunity Investments Partnership L.P. [Member] | ||
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | 17,624 | 16,298 |
Adjustments to reconcile net income to cash provided by operating activities: | ||
Depreciation and amortization | 52,567 | 42,986 |
Amortization of deferred financing costs and mortgage premiums, net | 119 | (311) |
Straight-line rent adjustment | (3,847) | (2,516) |
Amortization of above and below market rent | (7,346) | (5,262) |
Amortization relating to stock based compensation | 3,490 | 2,689 |
Provisions for tenant credit losses | 1,574 | 1,463 |
Other noncash interest expense | 1,604 | 1,308 |
Gain on sale of real estate | (4,869) | |
Settlement of interest rate swap agreements | (3,230) | |
Restricted cash | 205 | (287) |
Tenant and other receivables | (1,337) | (4,482) |
Prepaid expenses | 1,857 | 804 |
Accounts payable and accrued expenses | 10,369 | 3,761 |
Other asset and liabilities, net | (2,284) | 4,090 |
Net cash provided by operating activities | 74,595 | 52,442 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Investments in real estate | (235,786) | (322,684) |
Proceeds from sale of real estate | 27,622 | |
Increase in restricted cash | (12,048) | |
Improvements to properties | (19,278) | (15,666) |
Deposits on real estate acquisitions | 3,500 | (4,225) |
Construction escrows and other | 23 | 207 |
Net cash used in investing activities | (251,541) | (326,794) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Principal repayment on mortgages | (65,156) | (9,528) |
Proceeds from mortgage loan | 35,500 | |
Proceeds from term loan | 300,000 | |
Proceeds from the draw on term loan/credit facility | 306,000 | 318,300 |
Payments on credit facility | (446,275) | (251,950) |
Proceeds from exercise of warrants | 56,002 | |
Deferred financing and other costs | (1,766) | (66) |
Proceeds from the issuance of common stock | 101,293 | 214,907 |
Registration expenditures | (4,286) | (9,462) |
Dividends paid | (50,868) | (40,188) |
Repurchase of common stock | (1,316) | (587) |
Net cash provided by financing activities | 173,126 | 277,428 |
Net (decrease) increase in cash and cash equivalents | (3,820) | 3,076 |
Cash and cash equivalents at beginning of period | 10,773 | 7,920 |
Cash and cash equivalents at end of period | 6,953 | 10,996 |
Other non-cash investing and financing activities – increase (decrease): | ||
Intangible lease liabilities | 15,609 | 35,426 |
Interest rate swap asset | (1,169) | |
Interest rate swap liabilities | (2,529) | |
Proceeds receivable from exercise of warrants | (173) | |
Accrued real estate improvement costs | $ 503 | $ 3,434 |
Consolidated Statement of Partn
Consolidated Statement of Partners' Capital (Unaudited) - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands | Retail Opportunity Investments Partnership L.P. [Member]Limited Partner’s Capital [Member] | [1] | Retail Opportunity Investments Partnership L.P. [Member]ROIC Capital [Member]Officer [Member] | [2] | Retail Opportunity Investments Partnership L.P. [Member]ROIC Capital [Member] | Retail Opportunity Investments Partnership L.P. [Member]AOCI Attributable to Parent [Member] | Retail Opportunity Investments Partnership L.P. [Member]Officer [Member] | Retail Opportunity Investments Partnership L.P. [Member] | AOCI Attributable to Parent [Member] | Officer [Member] | Total | ||
Balance at Dec. 31, 2014 | $ 39,070 | $ 932,594 | [2] | $ (8,882) | $ 962,782 | ||||||||
Balance (in Shares) at Dec. 31, 2014 | 3,921,314 | 92,991,333 | [2] | ||||||||||
OP Units issued under the 2009 Plan (in Shares) | [2] | 360,627 | |||||||||||
Repurchase of OP Units | $ (1,316) | [2] | (1,316) | $ (1,316) | |||||||||
Repurchase of OP Units (in Shares) | [2] | (78,570) | |||||||||||
Cancellation of OP Units (in Shares) | [2] | (2,832) | |||||||||||
Stock based compensation expense | $ 3,490 | [2] | 3,490 | 3,490 | |||||||||
Adjustment to non-controlling interests ownership in Operating Partnership | $ 2,702 | (2,702) | [2] | ||||||||||
Issuance of OP Units in connection with sale of common stock | $ 101,293 | [2] | 101,293 | (101,293) | |||||||||
Issuance of OP Units in connection with sale of common stock (in Shares) | [2] | 6,064,567 | |||||||||||
Redemption of OP Units | $ (2,731) | $ 2,731 | [2] | ||||||||||
Redemption of OP Units (in Shares) | (150,000) | 150,000 | [2] | ||||||||||
Registration expenditures | $ (4,247) | [2] | (4,247) | (4,247) | |||||||||
Cash distributions ($0.51 per unit) | $ (1,950) | (48,797) | [2] | (50,747) | |||||||||
Dividends payable to officers | $ (121) | $ (121) | $ (121) | (50,747) | |||||||||
Net income attributable to Retail Opportunity Investments Partnership, LP | 681 | 16,943 | [2] | 17,624 | 17,624 | ||||||||
Other comprehensive income | 1,604 | 1,604 | $ 1,604 | $ 1,604 | |||||||||
Balance at Sep. 30, 2015 | $ 37,772 | $ 999,868 | [2] | $ (7,278) | $ 1,030,362 | ||||||||
Balance (in Shares) at Sep. 30, 2015 | 3,771,314 | 99,485,125 | [2] | ||||||||||
[1] | Consists of limited partnership interests held by third parties. | ||||||||||||
[2] | Consists of general and limited partnership interests held by ROIC. |
Consolidated Statement of Part9
Consolidated Statement of Partners' Capital (Unaudited) (Parentheticals) | 9 Months Ended |
Sep. 30, 2015$ / shares | |
Retail Opportunity Investments Partnership L.P. [Member] | |
Cash distributions per unit | $ 0.51 |
Note 1 - Organization, Basis of
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | 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. With the approval of its stockholders, ROIC reincorporated as a Maryland corporation on June 2, 2011. ROIC began operations as a Delaware corporation, known as NRDC Acquisition Corp., which was incorporated on July 10, 2007, for the purpose of acquiring assets or operating businesses through a merger, capital stock exchange, stock purchase, asset acquisition or other similar business combination. On October 20, 2009, ROIC’s stockholders and warrantholders approved the proposals presented at the special meetings of stockholders and warrantholders, respectively, in connection with the transactions contemplated by the Framework Agreement (the “Framework Agreement”) ROIC entered into on August 7, 2009 with NRDC Capital Management, LLC (“NRDC”), which, among other things, set forth the steps to be taken by ROIC to continue its business as a corporation that has elected to qualify as a REIT for U.S. federal income tax purposes, commencing with its taxable year ended December 31, 2010. 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 warrants exercised and 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”). Recent Accounting Pronouncements In April 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-03, “Interest – Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs.” The pronouncement requires reporting entities to present debt issuance costs related to a note as a direct deduction from the face amount of that note presented in the balance sheet. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted. A reporting entity may apply the amendments in the ASU retrospectively to all prior periods. The Company does not expect that the adoption of this pronouncement will have a material impact on the consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” The pronouncement was issued to clarify the principles for recognizing revenue and to develop a common revenue standard and disclosure requirements for U.S. GAAP and International Financial Reporting Standards. The pronouncement is effective for reporting periods beginning after December 15, 2017. The Company is in the process of evaluating the impact this pronouncement will have on the Company’s consolidated financial statements. 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 and nine month periods ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. 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, 2014. 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 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. As of September 30, 2015, the Company does not have any VIEs. 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 sheet and modify the presentation of net income by requiring earnings and other comprehensive income to be attributed to controlling and non-controlling interests. 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 purchase price allocations, depreciable lives, revenue recognition and the collectability of tenant receivables, other receivables, notes receivables, the valuation of performance-based restricted stock, stock options, warrants, and derivatives. Actual results could differ from these estimates. Federal Income Taxes Commencing with ROIC’s taxable year ended December 31, 2010, ROIC 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 by 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, ROIC 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 federal income taxes. Effective September 27, 2013, the Operating Partnership issued 3,290,263 OP Units in connection with the acquisitions of two shopping centers, Crossroads Shopping Center and Five Points Plaza. Accordingly, the Operating Partnership ceased being a disregarded entity and instead began being treated as a partnership for 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 September 30, 2015, the statute of limitations for the tax years 2012 through and including 2014 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. 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. The Company expenses transaction costs associated with business combinations in the period incurred. During the nine months ended September 30, 2015 and 2014, capitalized costs related to the improvement or replacement of real estate properties were approximately $18.8 million and $19.1 million, respectively. Upon the acquisition of real estate properties, the fair value of the real estate purchased is allocated to the acquired tangible assets (consisting of land, buildings and improvements), and acquired intangible assets and liabilities (consisting of above-market and below-market leases and acquired in-place leases). 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 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 is amortized to rental income, over the terms of the respective leases including option periods, if applicable. The value of in-place leases are amortized to 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 may record a bargain purchase gain if it determines that the purchase price for the acquired assets was less than the fair value. The Company will record a liability in situations where any part of the cash consideration is deferred. The amounts payable in the future are discounted to their present value. The liability is subsequently re-measured to fair value with changes in fair value recognized in the consolidated statements of operations. If, up to one year from the acquisition date, information regarding fair value of assets acquired and liabilities assumed is received and estimates are refined, appropriate property adjustments are made to the purchase price allocation on a retrospective basis. In conjunction with the Company’s pursuit and acquisition of real estate investments, the Company expensed acquisition transaction costs during the three months ended September 30, 2015 and 2014 of approximately $91,000 and $125,000, respectively, and approximately $507,000 and $654,000 during the nine months ended September 30, 2015 and 2014, respectively. Regarding the Company’s 2015 property acquisitions (see Note 2), the fair value of in-place leases and other intangibles have been allocated to intangible asset and liability accounts. Any reference to the number of properties and square footage are unaudited and outside the scope of the Company’s independent registered public accounting firm’s review of its financial statements in accordance with the standards of the United States Public Company Accounting Oversight Board. 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 September 30, 2015. 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 several of the Company’s mortgage loans payable 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. Revenue Recognition 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 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. Property operating expense recoveries from tenants of common area maintenance, real estate taxes and other recoverable costs are recognized in the period the related expenses are incurred. Termination fees (included in rental revenue) 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 in accordance with Securities and Exchange Commission Staff Accounting Bulletin 104, “Revenue Recognition,” 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 the termination fee is assured. 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 under GAAP 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 provision for doubtful accounts at September 30, 2015 and December 31, 2014 was approximately $4.3 million and $3.6 million, respectively. Depreciation and Amortization The Company uses the straight-line method for depreciation and amortization. Buildings are depreciated over the estimated useful lives which the Company estimates to be 39 to 40 years. Property improvements are depreciated over the estimated useful lives that range from 10 to 20 years. Furniture and fixtures are depreciated over the 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 Charges Deferred charges consist principally of leasing commissions and acquired lease origination costs (which are amortized ratably over the life of the tenant leases) and financing fees (which are amortized over the term of the related debt obligation). Deferred charges in the accompanying consolidated balance sheets are shown at cost, net of accumulated amortization of approximately $22.0 million and $18.8 million, as of September 30, 2015 and December 31, 2014, respectively. Internal Capitalized Leasing Costs The Company capitalizes a portion of payroll-related costs related to its leasing personnel associated with new leases and lease renewals. These costs are amortized over the life of the respective leases. During the three months ended September 30, 2015 and 2014, the Company capitalized approximately $279,000 and $256,000, respectively. During the nine months ended September 30, 2015 and 2014, the Company capitalized approximately $804,000 and $692,000, respectively. 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. During the three and nine months ended September 30, 2014, the effect of the 41,400,000 warrants to purchase ROIC’s common stock (the “Public Warrants”) issued in connection with ROIC’s initial public offering (the “IPO”) for the period of time these warrants were outstanding during such period, were included in the calculation of diluted EPS as the weighted average share price of ROIC’s common stock was greater than the exercise price of such warrants during these periods. See Note 6 to the accompanying consolidated financial statements. On October 23, 2014, ROIC’s remaining outstanding warrants expired. No warrants were outstanding during the three and nine months ended September 30, 2015. For the three and nine months ended September 30, 2015 and 2014, 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 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 outstanding under the 2009 Plan described in Note 7 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 September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Numerator: Net Income $ 7,837 $ 6,981 $ 17,624 $ 16,298 Less income attributable to non-controlling interest (295 ) (233 ) (681 ) (584 ) Less earnings allocated to unvested shares (58 ) (39 ) (173 ) (120 ) Net income available for common stockholders, basic $ 7,484 $ 6,709 $ 16,770 $ 15,594 Numerator: Net Income $ 7,837 $ 6,981 $ 17,624 $ 16,298 Less earnings allocated to unvested shares (58 ) (39 ) (173 ) (120 ) Net income available for common stockholders, diluted $ 7,779 $ 6,942 $ 17,451 $ 16,178 Denominator for basic EPS – weighted average common equivalent shares 96,722,628 91,055,414 94,479,375 80,336,440 Warrants – 413,197 – 786,462 OP Units 3,771,314 3,132,042 3,825,710 3,132,042 Restricted stock awards – performance-based 163,167 151,907 153,191 138,780 Stock options 98,354 87,657 102,705 83,468 Denominator for diluted EPS – weighted average common equivalent shares 100,755,463 94,840,217 98,560,981 84,477,192 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 September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Numerator: Net Income $ 7,837 $ 6,981 $ 17,624 $ 16,298 Less earnings allocated to unvested shares (58 ) (39 ) (173 ) (120 ) Net income available to unitholders, basic and diluted $ 7,779 $ 6,942 $ 17,451 $ 16,178 Denominator: Denominator for basic earnings per unit – weighted average common equivalent units 100,493,942 94,187,456 98,305,085 83,468,482 Warrants – 413,197 – 786,462 Restricted stock awards – performance-based 163,167 151,907 153,191 138,780 Stock options 98,354 87,657 102,705 83,468 Denominator for diluted earnings per unit – weighted average common equivalent units 100,755,463 94,840,217 98,560,981 84,477,192 Stock-Based Compensation The Company has a stock-based employee compensation plan, which is more fully described in Note 7. The Company accounts for its stock-based compensation plans based on the FASB guidance which requires that compensation expense be recognized based on the fair value of the stock awards less estimated forfeitures. Restricted stock grants vest based upon the completion of a service period (“time-based grants”) and/or the Company meeting certain established financial performance criteria (“performance-based grants”). Time-based grants are valued according to the market price for the Company’s common stock at the date of grant. For performance-based grants, a Monte Carlo valuation model is used, taking into account the underlying contingency risks associated with the performance criteria. 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. Awards of stock options and time-based grants of stock are expensed as compensation on a straight-line basis over the vesting period. Awards of performance-based grants are expensed as compensation under an accelerated 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 risk in a fair value hedge or the earnings effect of 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 swap. The Company includes cash payments made to terminate interest rate swaps as an operating activity on the statement of cash flows, given the nature of the underlying cash flows that the derivative was hedging. As of September 30, 2015, the Company does not have any derivatives outstanding. 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 (base rent and recoveries from tenants), 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. Reclassifications Certain reclassifications have been made to the prior period consolidated financial statements and notes to conform to the current year presentation. |
Note 2 - Real Estate Investment
Note 2 - Real Estate Investments | 9 Months Ended |
Sep. 30, 2015 | |
Real Estate Investments Disclosure [Abstract] | |
Real Estate Investments Disclosure [Text Block] | 2. Real Estate Investments The following real estate investment transactions have occurred during the nine months ended September 30, 2015. Property Acquisitions On January 6, 2015, the Company acquired the property known as Ontario Plaza located in Ontario, California, for a purchase price of approximately $31.0 million. Ontario Plaza is approximately 150,000 square feet and is anchored by El Super Supermarket and Rite Aid Pharmacy. The property was acquired with borrowings under the Company’s credit facility. On January 6, 2015, the Company acquired the property known as Park Oaks Shopping Center located in Thousand Oaks, California, for a purchase price of approximately $47.7 million. Park Oaks Shopping Center is approximately 110,000 square feet and is anchored by Safeway (Vons) Supermarket. The property was acquired with borrowings under the Company’s credit facility. On January 7, 2015, the Company acquired the property known as Winston Manor Shopping Center located in South San Francisco, California, for a purchase price of approximately $20.5 million. Winston Manor Shopping Center is approximately 50,000 square feet and is anchored by Grocery Outlet Supermarket. The property was acquired with borrowings under the Company’s credit facility. On May 6, 2015, the Company acquired key anchor spaces at two of its existing shopping centers for a purchase price of approximately $23.1 million including a 59,000 square foot space at its Pinole Vista Shopping Center, located in Pinole, California, and an anchor space leasehold interest at its Canyon Park Shopping Center, located in Bothell, Washington. These anchor spaces were acquired with borrowings under the Company’s credit facility. On July 1, 2015, the Company acquired the property known as Jackson Square located in Hayward, California, within the San Francisco metropolitan area, for a purchase price of approximately $32.5 million. Jackson Square is approximately 114,000 square feet and is anchored by Safeway Supermarket, CVS Pharmacy and 24 Hour Fitness. The property was acquired with borrowings under the Company’s credit facility. On July 28, 2015, the Company acquired the property known as Sunnyside Village Square located in Happy Valley, Oregon, within the Portland metropolitan area, for a purchase price of approximately $17.5 million. Sunnyside Village Square is approximately 89,000 square feet and is anchored by Haggen Supermarket. The property was acquired with borrowings under the Company’s credit facility. On July 28, 2015, the Company acquired the property known as Tigard Promenade located in Tigard, Oregon, within the Portland metropolitan area, for a purchase price of approximately $21.0 million. Tigard Promenade is approximately 88,000 square feet and is anchored by Safeway Supermarket. The property was acquired with borrowings under the Company’s credit facility. On September 1, 2015, the Company acquired the property known as Gateway Centre located in San Ramon, California, within the San Francisco metropolitan area, for a purchase price of approximately $42.5 million. Gateway Centre is approximately 110,000 square feet and is anchored by SaveMart (Lucky) Supermarket and Walgreens. The property was acquired with borrowings under the Company’s credit facility. The financial information set forth below summarizes the Company’s purchase price allocation for the properties acquired during the nine months ended September 30, 2015 (in thousands). September 30, 2015 ASSETS Land $ 61,688 Building and improvements 174,928 Acquired lease intangible assets 10,764 Deferred charges 4,015 Assets acquired $ 251,395 LIABILITIES Acquired lease intangible liabilities $ 15,609 Liabilities assumed $ 15,609 With respect to these acquisitions, the fair value of in-place leases and other intangibles have been allocated to intangible asset and liability accounts. All allocations are preliminary and may be adjusted as final information becomes available. Pro Forma Financial Information The pro forma financial information is based upon the Company’s historical consolidated statements of operations for the three and nine months ended September 30, 2015 and 2014, adjusted to give effect to these transactions as if they had been completed at the beginning of 2014. The pro forma financial information set forth below is presented for informational purposes only and may not be indicative of what actual results of operations would have been had the transactions occurred at the beginning of each year, nor does it purport to represent the results of future operations (in thousands). Three Months Ended Nine Months Ended 2015 2014 2015 2014 Statements of operations: Revenues $ 50,702 $ 47,016 $ 146,595 $ 140,044 Property operating and other expenses 24,773 21,204 74,196 65,725 Depreciation and amortization 18,178 17,478 54,105 51,967 Net income attributable to Retail Opportunity Investments Corp. $ 7,751 $ 8,334 $ 18,294 $ 22,352 The following table summarizes the operating results included in the Company’s historical consolidated statements of operations for the three and nine months ended September 30, 2015, for the properties acquired during the nine months ended September 30, 2015 (in thousands). Three Months Ended Nine Months Ended Statements of operations: Revenues $ 3,547 $ 7,567 Property operating and other expenses 1,060 2,162 Depreciation and amortization 1,613 3,574 Net income attributable to Retail Opportunity Investments Corp. $ 874 $ 1,831 |
Note 3 - Tenant Leases
Note 3 - Tenant Leases | 9 Months Ended |
Sep. 30, 2015 | |
Leases [Abstract] | |
Leases of Lessee Disclosure [Text Block] | 3. 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. Future minimum rents to be received under non-cancellable leases as of September 30, 2015 are summarized as follows (in thousands): Minimum Rents Remaining 2015 $ 34,577 2016 133,325 2017 119,776 2018 100,872 2019 81,732 Thereafter 341,613 Total minimum lease payments $ 811,895 |
Note 4 - Mortgage Notes Payable
Note 4 - Mortgage Notes Payable, Credit Facilities and Senior Notes | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 4. 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 term loan, revolving credit facility, carve-out guarantees on property-level debt, the Senior Notes Due 2024 and the Senior Notes Due 2023. Mortgage Notes Payable The mortgage notes payable collateralized by respective properties and assignment of leases at September 30, 2015 and December 31, 2014, respectively, were as follows (in thousands): Property Maturity Date Interest Rate September 30, 2015 December 31, 2014 Renaissance Towne Centre June 2015 5.13 % $ – $ 16,205 Crossroads Shopping Center September 2015 6.50 % – 48,581 Gateway Village III July 2016 6.10 % 7,193 7,270 Bernardo Heights Plaza July 2017 5.70 % 8,449 8,581 Santa Teresa Village February 2018 6.20 % 10,669 10,830 Diamond Hills Plaza October 2025 3.55 % 35,500 – $ 61,811 $ 91,467 Mortgage Premium 1,062 2,716 Total mortgage notes payable $ 62,873 $ 94,183 On April 1, 2015, the Company paid off the mortgage note related to the Renaissance Towne Centre shopping center without penalty, in accordance with the prepayment provisions of the note, for a total of approximately $16.1 million. On September 1, 2015, the Company paid off the mortgage note related to the Crossroads Shopping Center without penalty, in accordance with the maturity provision of the note, for a total of approximately $48.3 million. On September 1, 2015, the Company entered into a $35.5 million loan with PNC Bank, National Association. The loan is secured by the Diamond Hills Plaza property and bears interest at 3.55%. The loan matures on October 1, 2025, is interest only through September 30, 2021 and amortizes thereafter, on a 30 year amortization. Credit Facilities On September 29, 2015, the Company entered into a term loan agreement (the "Term Loan Agreement") with KeyBank National Association, as Administrative Agent, and U.S. Bank National Association, as Syndication Agent and the other lenders party thereto, under which the lenders agreed to provide a $300.0 million unsecured term loan facility. The Term Loan Agreement also provides that the Company may from time to time request increased aggregate commitments of $200.0 million under certain conditions set forth in the Term Loan Agreement, including the consent of the lenders for the additional commitments. The initial maturity date of the term loan is January 31, 2019, subject to two one-year extension options, which may be exercised upon satisfaction of certain conditions including the payment of extension fees. Borrowings under the Term Loan Agreement bear interest on the outstanding principal amount at a rate equal to an applicable rate based on the credit rating level of the Company, plus, as applicable, (i) a LIBOR rate determined by reference to the cost of funds for U.S. dollar deposits for the relevant period (the " Eurodollar Rate As of September 30, 2015, $300.0 million was outstanding under the term loan facility. The interest rate on the term loan facility was 1.3% at September 30, 2015. The Operating Partnership has a revolving credit facility with several banks which provides for borrowings of up to $500.0 million. Additionally, the credit facility contains an accordion feature, which allows the Operating Partnership to increase the facility amount up to an aggregate of $1.0 billion, subject to lender consents and other conditions. The maturity date of the credit facility has been extended to January 31, 2019, subject to a further one-year extension option, which may be exercised by the Operating Partnership upon satisfaction of certain conditions. The Company obtained investment grade credit ratings from Moody’s Investors Service (Baa2) and Standard & Poor’s Ratings Services (BBB-) during the second quarter of 2013. Borrowings under the credit facility accrue interest on the outstanding principal amount at a rate equal to an applicable rate based on the credit rating level of the Company, plus, as applicable, (i) a LIBOR rate determined by reference to the cost of funds for dollar deposits for the relevant period (the “Eurodollar Rate”), or (ii) a base rate determined by reference to the highest of (a) the federal funds rate plus 0.50%, (b) the rate of interest announced by KeyBank, National Association as its “prime rate,” and (c) the Eurodollar Rate plus 1.00% (the “Base Rate”). 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. The credit facility contains customary representations, financial and other covenants. The Operating Partnership’s ability to borrow under the credit facility 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 September 30, 2015. As of September 30, 2015, $16.2 million was outstanding under the credit facility. The average interest rate on the credit facility during both the three and nine months ended September 30, 2015 was 1.2%. The Operating Partnership had $483.8 million available to borrow under the credit facility at September 30, 2015. Senior Notes Due 2024 The carrying value of the Company’s Senior Notes Due 2024 is as follows (in thousands): September 30, 2015 December 31, 2014 Principal amount $ 250,000 $ 250,000 Unamortized debt discount (3,264 ) (3,479 ) Senior Notes Due 2024: $ 246,736 $ 246,521 On December 3, 2014, the Operating Partnership completed a registered underwritten public offering of $250.0 million aggregate principal amount of 4.000% Senior Notes due 2024 (the “Senior Notes Due 2024”), fully and unconditionally guaranteed by ROIC. The Senior Notes Due 2024 pay interest semi-annually on June 15 and December 15, commencing on June 15, 2015, and mature on December 15, 2024, unless redeemed earlier by the Operating Partnership. The Senior Notes Due 2024 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 guaranteed the Operating Partnership’s obligations under the Senior Notes Due 2024 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. The guarantee is a senior unsecured obligation of ROIC and ranks equally in right of payment with all other senior unsecured indebtedness of ROIC. ROIC’s guarantee of the Senior Notes Due 2024 is effectively subordinated in right of payment to all liabilities, whether secured or unsecured, and any preferred equity of its subsidiaries (including the Operating Partnership and any entity ROIC accounts for under the equity method of accounting). The interest expense recognized on the Senior Notes Due 2024 during the three months ended September 30, 2015 included $2.5 million and approximately $72,000 for the contractual coupon interest and the accretion of the debt discount, respectively. The interest expense recognized on the Senior Notes Due 2024 during the nine months ended September 30, 2015 included $7.5 million and approximately $215,000 for the contractual coupon interest and the accretion of the debt discount, respectively. In connection with the Senior Notes Due 2024 offering, the Company incurred approximately $2.2 million of deferred financing costs which are being amortized over the term of the Senior Notes Due 2024. Senior Notes Due 2023 The carrying value of the Company’s Senior Notes Due 2023 is as follows (in thousands): September 30, 2015 December 31, 2014 Principal amount $ 250,000 $ 250,000 Unamortized debt discount (3,570 ) (3,826 ) Senior Notes Due 2023: $ 246,430 $ 246,174 On December 9, 2013, the Operating Partnership completed a registered underwritten public offering of $250.0 million aggregate principal amount of 5.000% Senior Notes due 2023 (the “Senior Notes Due 2023”), fully and unconditionally guaranteed by ROIC. The Senior Notes Due 2023 pay interest semi-annually on June 15 and December 15, commencing on June 15, 2014, and mature on December 15, 2023, unless redeemed earlier by the Operating Partnership. The Senior Notes Due 2023 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 guaranteed the Operating Partnership’s obligations under the Senior Notes Due 2023 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. The guarantee is a senior unsecured obligation of ROIC and will rank equally in right of payment with all other senior unsecured indebtedness of ROIC. ROIC’s guarantee of the Senior Notes Due 2023 is effectively subordinated in right of payment to all liabilities, whether secured or unsecured, and any preferred equity of its subsidiaries (including the Operating Partnership and any entity ROIC accounts for under the equity method of accounting). The interest expense recognized on the Senior Notes Due 2023 during the three months ended September 30, 2015 included approximately $3.1 million and $87,000 for the contractual coupon interest and the accretion of the debt discount, respectively. The interest expense recognized on the Senior Notes Due 2023 during the nine months ended September 30, 2015 included approximately $9.4 million and $256,000 for the contractual coupon interest and the accretion of the debt discount, respectively. The interest expense recognized on the Senior Notes Due 2023 during the three months ended September 30, 2014 included approximately $3.1 million and $84,000 for the contractual coupon interest and the accretion of the debt discount, respectively. The interest expense recognized on the Senior Notes Due 2023 during the nine months ended September 30, 2014 included approximately $9.3 million and $245,000 for the contractual coupon interest and the accretion of the debt discount, respectively. In connection with the Senior Notes Due 2023 offering, the Company incurred approximately $2.6 million of deferred financing costs which are being amortized over the term of the Senior Notes Due 2023. |
Note 5 - Preferred Stock of ROI
Note 5 - Preferred Stock of ROIC | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Text Block Supplement [Abstract] | |
Preferred Stock [Text Block] | 5. 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 September 30, 2015 and December 31, 2014, there were no shares of preferred stock outstanding. |
Note 6 - Common Stock and Warra
Note 6 - Common Stock and Warrants of ROIC | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 6. Common Stock and Warrants of ROIC Common Stock On August 10, 2015, the Company issued 5,520,000 shares of common stock in a registered public offering, including shares issued upon the exercise in full of the underwriters’ option to purchase additional shares, resulting in net proceeds of approximately $87.3 million, after deducting the underwriters’ discounts and commissions and offering expenses. The net proceeds were used to reduce borrowings under the Operating Partnership’s $500.0 million unsecured revolving credit facility. ATM On September 19, 2014, ROIC entered into four separate Sales Agreements (the “2014 sales agreements”) with each of Jefferies LLC, KeyBanc Capital Markets Inc., MLV & Co. LLC and Raymond James & Associates, Inc. (each individually, an “Agent” and collectively, the “Agents”) pursuant to which ROIC may sell, from time to time, shares of ROIC’s common stock, par value $0.0001 per share, having an aggregate offering price of up to $100.0 million through the Agents either as agents or principals. During the nine months ended September 30, 2015, ROIC sold a total of 544,567 shares under one of the 2014 sales agreements, which resulted in gross proceeds of approximately $9.9 million and commissions of approximately $149,000 paid to the agent. Warrants Simultaneously with the consummation of the IPO, NRDC purchased 8,000,000 Private Placement Warrants at a purchase price of $1.00 per warrant. The Private Placement Warrants were identical to the Public Warrants except that the Private Placement Warrants were exercisable on a cashless basis as long as they were still held by NRDC or its members, members of its members’ immediate families or their controlled affiliates. The purchase price of the Private Placement Warrants approximated the fair value of such warrants at the purchase date. ROIC had the right to redeem all of the outstanding warrants it issued in the IPO, at a price of $0.01 per warrant upon 30 days’ notice while the warrants are exercisable, only in the event that the last sale price of the common stock is at least a specified price. The terms of the warrants are as follows: · The exercise price of the warrants was $12.00. · The price at which ROIC’s common stock must trade before ROIC was able to redeem the warrants it issued in the IPO was $18.75. · To provide that a warrantholder’s ability to exercise warrants was limited to ensure that such holder’s “Beneficial Ownership” or “Constructive Ownership,” each as defined in ROIC’s charter, did not exceed the restrictions contained in the charter limiting the ownership of shares of ROIC’s common stock. ROIC had reserved 53,400,000 shares for the exercise of the Public Warrants and the Private Placement Warrants, and issuance of shares under ROIC’s 2009 Equity Incentive Plan (the “2009 Plan”). During the three and nine months ended September 30, 2014, the third-party warrant holders exercised a total of 1,258,558 and 4,652,431 Public Warrants, respectively, resulting in a total of $15.1 million and $55.8 million proceeds, respectively. On October 23, 2014, ROIC’s remaining outstanding warrants expired and 64,452 warrants expired unexercised. Stock Repurchase Program On July 31, 2013, the Company’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 nine months ended September 30, 2015, the Company did not repurchase any shares of common stock under this program. |
Note 7 - Stock Compensation for
Note 7 - Stock Compensation for ROIC | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 7. 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. In 2009, ROIC adopted the 2009 Plan. The 2009 Plan provides for grants of restricted common stock and stock option awards up to an aggregate of 7.5% of the issued and outstanding shares of ROIC’s common stock at the time of the award, subject to a ceiling of 4,000,000 shares. Restricted Stock During the nine months ended September 30, 2015, ROIC awarded 343,070 shares of restricted common stock under the 2009 Plan, of which 117,275 shares are performance-based grants and the remainder of the shares are time-based grants. The performance-based grants vest in three equal annual tranches, based on pre-defined market-specific performance criteria with vesting dates on January 1, 2016, 2017 and 2018. A summary of the status of ROIC’s non-vested restricted stock awards as of September 30, 2015, and changes during the nine months ended September 30, 2015 are presented below: Shares Weighted Average Grant Date Fair Value Non-vested at December 31, 2014 559,358 $ 11.51 Granted 343,070 $ 15.58 Vested (257,175 ) $ 12.09 Cancelled (2,832 ) $ 15.88 Non-vested at September 30, 2015 642,421 $ 14.34 For the three months ended September 30, 2015 and 2014, the amounts charged to expenses for all stock-based compensation arrangements totaled approximately $1.3 million and $984,000, respectively. For the nine months ended September 30, 2015 and 2014, the amounts charged to expenses for all stock-based compensation arrangements totaled approximately $3.5 million and $2.7 million, respectively. |
Note 8 - Capital of the Operati
Note 8 - Capital of the Operating Partnership | 9 Months Ended |
Sep. 30, 2015 | |
Partners' Capital Notes [Abstract] | |
Partners' Capital Notes Disclosure [Text Block] | 8. Capital of the Operating Partnership As of September 30, 2015, the Operating Partnership had 103,256,439 OP Units outstanding. ROIC owned an approximate 96.3% partnership interest in the Operating Partnership at September 30, 2015, or 99,485,125 OP Units. The remaining 3,771,314 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. Subject to certain exceptions, holders may redeem their OP Units, at the option of ROIC, for cash or 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. On April 3, 2015, the Company received notices of redemption for 150,000 OP Units. The Company elected to redeem the OP Units for shares of ROIC common stock on a one-for-one basis, and accordingly, 150,000 shares of ROIC common stock were issued. The redemption value of the OP Units outstanding at September 30, 2015 (owned by the limited partners, not including ROIC), had such units been redeemed at September 30, 2015, was approximately $63.0 million based on the average closing price on the NASDAQ Stock Market of ROIC common stock for the ten consecutive trading days immediately preceding September 30, 2015, which amounted to $16.71 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 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 in either cash or common stock, at the option 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 requirement to settle in unregistered shares, and determined that the OP Units meet the requirements to qualify for presentation as permanent equity. |
Note 9 - Fair Value of Financia
Note 9 - Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 9. 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 value of the revolving credit facility is deemed to be at fair value since the outstanding debt is directly tied to monthly LIBOR contracts. The fair value, based on inputs not quoted on active markets, but corroborated by market data, or Level 2, of the outstanding Senior Notes Due 2024 at September 30, 2015 is approximately $239.5 million. The fair value, based on inputs not quoted on active markets, but corroborated by market data, or Level 2, of the outstanding Senior Notes Due 2023 at September 30, 2015 is approximately $263.0 million. Mortgage notes payable were recorded at their fair value at the time they were assumed and are estimated to have a fair value of approximately $62.8 million with an interest rate range of 3.1% to 3.6% and a weighted average interest rate of 3.4% as of September 30, 2015. These fair value measurements fall within level 3 of the fair value hierarchy. Derivative and Hedging Activities During the year ended December 31, 2014, the Company cash settled its remaining outstanding interest rate swaps, and accordingly, none are outstanding as of September 30, 2015. The Company’s objectives in using interest rate derivatives historically were to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company used 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. The effective portion of changes in the fair value of derivatives that are designated as cash flow hedges are recorded in AOCI and will be 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 counterparty’s 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. Amounts paid, or received, to cash settle interest rate derivatives prior to their maturity date are recorded in AOCI at the cash settlement amount, and will be reclassified to interest expense as interest expense is recognized on the hedged debt. During the next twelve months, the Company estimates that $2.1 million will be reclassified as an increase to interest expense. Derivatives in Cash Flow Hedging Relationships The table below details the location in the financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the three and nine months ended September 30, 2015 and 2014, respectively (in thousands). Amounts reclassified from other comprehensive income (“OCI”) due to ineffectiveness are recognized as interest expense. Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Amount of gain (loss) recognized in OCI on derivative $ – $ 135 $ – $ (2,792 ) Amount of loss reclassified from accumulated OCI into interest $ 535 $ 869 $ 1,604 $ 2,641 |
Note 10 - Commitments and Conti
Note 10 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 10. Commitments and Contingencies In the normal course of business, from time to time, the Company is involved in legal actions relating to the ownership and operations of its properties. In management’s opinion, the liabilities, if any, that ultimately may result from such legal actions are not expected to have a material adverse effect on the consolidated financial position, results of operations or liquidity of the Company. The following table represents the Company’s future minimum annual lease payments under operating leases as of September 30, 2015 (in thousands): Operating Leases Remaining 2015 $ 228 2016 980 2017 1,049 2018 1,054 2019 1,059 Thereafter 37,271 Total minimum lease payments $ 41,641 Tax Protection Agreements In connection with the acquisition of the remaining 51% of the partnership interests in the Terranomics Crossroads Associates, LP and the acquisition of 100% of the equity interest in SARM Five Points Plaza LLC in 2013 and the acquisition of Wilsonville Town Center in 2014, the Company entered into Tax Protection Agreements with certain limited partners of the Operating Partnership. The Tax Protection Agreements require the Company, subject to certain exceptions, to indemnify the respective Sellers receiving OP Units against certain tax liabilities incurred by them, as calculated pursuant to the respective Tax Protection Agreements. |
Note 11 - Related Party Transac
Note 11 - Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 11. Related Party Transactions The Company has entered into several lease agreements with an officer of the Company, whereby pursuant to the lease agreements, the Company is provided the use of storage space. For the three months ended September 30, 2015 and 2014, the Company incurred approximately $11,000 and $10,000, respectively, of expenses relating to the agreements. For the nine months ended September 30, 2015 and 2014, the Company incurred approximately $32,000 and $27,000, respectively, of expenses relating to the agreements. These expenses were included in general and administrative expenses in the accompanying consolidated statements of operations. |
Note 12 - Subsequent Events
Note 12 - Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 12. Subsequent Events In determining subsequent events, the Company reviewed all activity from October 1, 2015 to the date the financial statements are issued and discloses the following items: On October 27, 2015, ROIC’s board of directors declared a cash dividend on its common stock and OP Units of $0.17 per share or unit, payable on December 29, 2015 to holders of record on December 15, 2015. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In April 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-03, “Interest – Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs.” The pronouncement requires reporting entities to present debt issuance costs related to a note as a direct deduction from the face amount of that note presented in the balance sheet. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted. A reporting entity may apply the amendments in the ASU retrospectively to all prior periods. The Company does not expect that the adoption of this pronouncement will have a material impact on the consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” The pronouncement was issued to clarify the principles for recognizing revenue and to develop a common revenue standard and disclosure requirements for U.S. GAAP and International Financial Reporting Standards. The pronouncement is effective for reporting periods beginning after December 15, 2017. The Company is in the process of evaluating the impact this pronouncement will have on the Company’s consolidated financial statements. |
Consolidation, Policy [Policy Text Block] | 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 and nine month periods ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. 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, 2014. 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 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. As of September 30, 2015, the Company does not have any VIEs. 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 sheet and modify the presentation of net income by requiring earnings and other comprehensive income to be attributed to controlling and non-controlling interests. |
Use of Estimates, Policy [Policy Text Block] | 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 purchase price allocations, depreciable lives, revenue recognition and the collectability of tenant receivables, other receivables, notes receivables, the valuation of performance-based restricted stock, stock options, warrants, and derivatives. Actual results could differ from these estimates. |
Income Tax, Policy [Policy Text Block] | Federal Income Taxes Commencing with ROIC’s taxable year ended December 31, 2010, ROIC 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 by 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, ROIC 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 federal income taxes. Effective September 27, 2013, the Operating Partnership issued 3,290,263 OP Units in connection with the acquisitions of two shopping centers, Crossroads Shopping Center and Five Points Plaza. Accordingly, the Operating Partnership ceased being a disregarded entity and instead began being treated as a partnership for 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 September 30, 2015, the statute of limitations for the tax years 2012 through and including 2014 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. |
Real Estate, Policy [Policy Text Block] | 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. The Company expenses transaction costs associated with business combinations in the period incurred. During the nine months ended September 30, 2015 and 2014, capitalized costs related to the improvement or replacement of real estate properties were approximately $18.8 million and $19.1 million, respectively. Upon the acquisition of real estate properties, the fair value of the real estate purchased is allocated to the acquired tangible assets (consisting of land, buildings and improvements), and acquired intangible assets and liabilities (consisting of above-market and below-market leases and acquired in-place leases). 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 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 is amortized to rental income, over the terms of the respective leases including option periods, if applicable. The value of in-place leases are amortized to 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 may record a bargain purchase gain if it determines that the purchase price for the acquired assets was less than the fair value. The Company will record a liability in situations where any part of the cash consideration is deferred. The amounts payable in the future are discounted to their present value. The liability is subsequently re-measured to fair value with changes in fair value recognized in the consolidated statements of operations. If, up to one year from the acquisition date, information regarding fair value of assets acquired and liabilities assumed is received and estimates are refined, appropriate property adjustments are made to the purchase price allocation on a retrospective basis. In conjunction with the Company’s pursuit and acquisition of real estate investments, the Company expensed acquisition transaction costs during the three months ended September 30, 2015 and 2014 of approximately $91,000 and $125,000, respectively, and approximately $507,000 and $654,000 during the nine months ended September 30, 2015 and 2014, respectively. Regarding the Company’s 2015 property acquisitions (see Note 2), the fair value of in-place leases and other intangibles have been allocated to intangible asset and liability accounts. Any reference to the number of properties and square footage are unaudited and outside the scope of the Company’s independent registered public accounting firm’s review of its financial statements in accordance with the standards of the United States Public Company Accounting Oversight Board. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | 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 September 30, 2015. |
Cash and Cash Equivalents, Policy [Policy Text Block] | 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. |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Cash The terms of several of the Company’s mortgage loans payable 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. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition 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 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. Property operating expense recoveries from tenants of common area maintenance, real estate taxes and other recoverable costs are recognized in the period the related expenses are incurred. Termination fees (included in rental revenue) 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 in accordance with Securities and Exchange Commission Staff Accounting Bulletin 104, “Revenue Recognition,” 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 the termination fee is assured. 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 under GAAP 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 provision for doubtful accounts at September 30, 2015 and December 31, 2014 was approximately $4.3 million and $3.6 million, respectively. |
Depreciation, Depletion, and Amortization [Policy Text Block] | Depreciation and Amortization The Company uses the straight-line method for depreciation and amortization. Buildings are depreciated over the estimated useful lives which the Company estimates to be 39 to 40 years. Property improvements are depreciated over the estimated useful lives that range from 10 to 20 years. Furniture and fixtures are depreciated over the 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 Charges, Policy [Policy Text Block] | Deferred Charges Deferred charges consist principally of leasing commissions and acquired lease origination costs (which are amortized ratably over the life of the tenant leases) and financing fees (which are amortized over the term of the related debt obligation). Deferred charges in the accompanying consolidated balance sheets are shown at cost, net of accumulated amortization of approximately $22.0 million and $18.8 million, as of September 30, 2015 and December 31, 2014, respectively. |
Capitalized Leasing Costs, Policy [Policy Text Block] | Internal Capitalized Leasing Costs The Company capitalizes a portion of payroll-related costs related to its leasing personnel associated with new leases and lease renewals. These costs are amortized over the life of the respective leases. During the three months ended September 30, 2015 and 2014, the Company capitalized approximately $279,000 and $256,000, respectively. During the nine months ended September 30, 2015 and 2014, the Company capitalized approximately $804,000 and $692,000, respectively. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | 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, Policy [Policy Text Block] | 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. During the three and nine months ended September 30, 2014, the effect of the 41,400,000 warrants to purchase ROIC’s common stock (the “Public Warrants”) issued in connection with ROIC’s initial public offering (the “IPO”) for the period of time these warrants were outstanding during such period, were included in the calculation of diluted EPS as the weighted average share price of ROIC’s common stock was greater than the exercise price of such warrants during these periods. See Note 6 to the accompanying consolidated financial statements. On October 23, 2014, ROIC’s remaining outstanding warrants expired. No warrants were outstanding during the three and nine months ended September 30, 2015. For the three and nine months ended September 30, 2015 and 2014, 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 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 outstanding under the 2009 Plan described in Note 7 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 September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Numerator: Net Income $ 7,837 $ 6,981 $ 17,624 $ 16,298 Less income attributable to non-controlling interest (295 ) (233 ) (681 ) (584 ) Less earnings allocated to unvested shares (58 ) (39 ) (173 ) (120 ) Net income available for common stockholders, basic $ 7,484 $ 6,709 $ 16,770 $ 15,594 Numerator: Net Income $ 7,837 $ 6,981 $ 17,624 $ 16,298 Less earnings allocated to unvested shares (58 ) (39 ) (173 ) (120 ) Net income available for common stockholders, diluted $ 7,779 $ 6,942 $ 17,451 $ 16,178 Denominator for basic EPS – weighted average common equivalent shares 96,722,628 91,055,414 94,479,375 80,336,440 Warrants – 413,197 – 786,462 OP Units 3,771,314 3,132,042 3,825,710 3,132,042 Restricted stock awards – performance-based 163,167 151,907 153,191 138,780 Stock options 98,354 87,657 102,705 83,468 Denominator for diluted EPS – weighted average common equivalent shares 100,755,463 94,840,217 98,560,981 84,477,192 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 September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Numerator: Net Income $ 7,837 $ 6,981 $ 17,624 $ 16,298 Less earnings allocated to unvested shares (58 ) (39 ) (173 ) (120 ) Net income available to unitholders, basic and diluted $ 7,779 $ 6,942 $ 17,451 $ 16,178 Denominator: Denominator for basic earnings per unit – weighted average common equivalent units 100,493,942 94,187,456 98,305,085 83,468,482 Warrants – 413,197 – 786,462 Restricted stock awards – performance-based 163,167 151,907 153,191 138,780 Stock options 98,354 87,657 102,705 83,468 Denominator for diluted earnings per unit – weighted average common equivalent units 100,755,463 94,840,217 98,560,981 84,477,192 |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation The Company has a stock-based employee compensation plan, which is more fully described in Note 7. The Company accounts for its stock-based compensation plans based on the FASB guidance which requires that compensation expense be recognized based on the fair value of the stock awards less estimated forfeitures. Restricted stock grants vest based upon the completion of a service period (“time-based grants”) and/or the Company meeting certain established financial performance criteria (“performance-based grants”). Time-based grants are valued according to the market price for the Company’s common stock at the date of grant. For performance-based grants, a Monte Carlo valuation model is used, taking into account the underlying contingency risks associated with the performance criteria. 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. Awards of stock options and time-based grants of stock are expensed as compensation on a straight-line basis over the vesting period. Awards of performance-based grants are expensed as compensation under an accelerated method and are recognized in income regardless of the results of the performance criteria. |
Derivatives, Policy [Policy Text Block] | 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 risk in a fair value hedge or the earnings effect of 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 swap. The Company includes cash payments made to terminate interest rate swaps as an operating activity on the statement of cash flows, given the nature of the underlying cash flows that the derivative was hedging. As of September 30, 2015, the Company does not have any derivatives outstanding. |
Segment Reporting, Policy [Policy Text Block] | 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 (base rent and recoveries from tenants), 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. |
Reclassification, Policy [Policy Text Block] | Reclassifications Certain reclassifications have been made to the prior period consolidated financial statements and notes to conform to the current year presentation. |
Note 1 - Organization, Basis 23
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
ROIC [Member] | |
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Tables) [Line Items] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Numerator: Net Income $ 7,837 $ 6,981 $ 17,624 $ 16,298 Less income attributable to non-controlling interest (295 ) (233 ) (681 ) (584 ) Less earnings allocated to unvested shares (58 ) (39 ) (173 ) (120 ) Net income available for common stockholders, basic $ 7,484 $ 6,709 $ 16,770 $ 15,594 Numerator: Net Income $ 7,837 $ 6,981 $ 17,624 $ 16,298 Less earnings allocated to unvested shares (58 ) (39 ) (173 ) (120 ) Net income available for common stockholders, diluted $ 7,779 $ 6,942 $ 17,451 $ 16,178 Denominator for basic EPS – weighted average common equivalent shares 96,722,628 91,055,414 94,479,375 80,336,440 Warrants – 413,197 – 786,462 OP Units 3,771,314 3,132,042 3,825,710 3,132,042 Restricted stock awards – performance-based 163,167 151,907 153,191 138,780 Stock options 98,354 87,657 102,705 83,468 Denominator for diluted EPS – weighted average common equivalent shares 100,755,463 94,840,217 98,560,981 84,477,192 Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Numerator: Net Income $ 7,837 $ 6,981 $ 17,624 $ 16,298 Less earnings allocated to unvested shares (58 ) (39 ) (173 ) (120 ) Net income available to unitholders, basic and diluted $ 7,779 $ 6,942 $ 17,451 $ 16,178 Denominator: Denominator for basic earnings per unit – weighted average common equivalent units 100,493,942 94,187,456 98,305,085 83,468,482 Warrants – 413,197 – 786,462 Restricted stock awards – performance-based 163,167 151,907 153,191 138,780 Stock options 98,354 87,657 102,705 83,468 Denominator for diluted earnings per unit – weighted average common equivalent units 100,755,463 94,840,217 98,560,981 84,477,192 |
Note 2 - Real Estate Investme24
Note 2 - Real Estate Investments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Real Estate Investments Disclosure [Abstract] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | September 30, 2015 ASSETS Land $ 61,688 Building and improvements 174,928 Acquired lease intangible assets 10,764 Deferred charges 4,015 Assets acquired $ 251,395 LIABILITIES Acquired lease intangible liabilities $ 15,609 Liabilities assumed $ 15,609 |
Business Acquisition, Pro Forma Information [Table Text Block] | Three Months Ended Nine Months Ended 2015 2014 2015 2014 Statements of operations: Revenues $ 50,702 $ 47,016 $ 146,595 $ 140,044 Property operating and other expenses 24,773 21,204 74,196 65,725 Depreciation and amortization 18,178 17,478 54,105 51,967 Net income attributable to Retail Opportunity Investments Corp. $ 7,751 $ 8,334 $ 18,294 $ 22,352 |
Condensed Income Statement [Table Text Block] | Three Months Ended Nine Months Ended Statements of operations: Revenues $ 3,547 $ 7,567 Property operating and other expenses 1,060 2,162 Depreciation and amortization 1,613 3,574 Net income attributable to Retail Opportunity Investments Corp. $ 874 $ 1,831 |
Note 3 - Tenant Leases (Tables)
Note 3 - Tenant Leases (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Leases [Abstract] | |
Operating Leases of Lessor Disclosure [Table Text Block] | Minimum Rents Remaining 2015 $ 34,577 2016 133,325 2017 119,776 2018 100,872 2019 81,732 Thereafter 341,613 Total minimum lease payments $ 811,895 |
Note 4 - Mortgage Notes Payab26
Note 4 - Mortgage Notes Payable, Credit Facilities and Senior Notes (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | Property Maturity Date Interest Rate September 30, 2015 December 31, 2014 Renaissance Towne Centre June 2015 5.13 % $ – $ 16,205 Crossroads Shopping Center September 2015 6.50 % – 48,581 Gateway Village III July 2016 6.10 % 7,193 7,270 Bernardo Heights Plaza July 2017 5.70 % 8,449 8,581 Santa Teresa Village February 2018 6.20 % 10,669 10,830 Diamond Hills Plaza October 2025 3.55 % 35,500 – $ 61,811 $ 91,467 Mortgage Premium 1,062 2,716 Total mortgage notes payable $ 62,873 $ 94,183 |
Schedule of Long-term Debt Instruments [Table Text Block] | September 30, 2015 December 31, 2014 Principal amount $ 250,000 $ 250,000 Unamortized debt discount (3,264 ) (3,479 ) Senior Notes Due 2024: $ 246,736 $ 246,521 September 30, 2015 December 31, 2014 Principal amount $ 250,000 $ 250,000 Unamortized debt discount (3,570 ) (3,826 ) Senior Notes Due 2023: $ 246,430 $ 246,174 |
Note 7 - Stock Compensation f27
Note 7 - Stock Compensation for ROIC (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | Shares Weighted Average Grant Date Fair Value Non-vested at December 31, 2014 559,358 $ 11.51 Granted 343,070 $ 15.58 Vested (257,175 ) $ 12.09 Cancelled (2,832 ) $ 15.88 Non-vested at September 30, 2015 642,421 $ 14.34 |
Note 9 - Fair Value of Financ28
Note 9 - Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Derivative Instruments, Gain (Loss) [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Amount of gain (loss) recognized in OCI on derivative $ – $ 135 $ – $ (2,792 ) Amount of loss reclassified from accumulated OCI into interest $ 535 $ 869 $ 1,604 $ 2,641 |
Note 10 - Commitments and Con29
Note 10 - Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Operating Leases Remaining 2015 $ 228 2016 980 2017 1,049 2018 1,054 2019 1,059 Thereafter 37,271 Total minimum lease payments $ 41,641 |
Note 1 - Organization, Basis 30
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) | Sep. 27, 2013shares | Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($)shares | Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($)shares | Dec. 31, 2014USD ($) |
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Taxable Income Minimum Distribution Portion Not Subject to Federal Taxation, Percentage | 90.00% | 90.00% | ||||
Real Estate, Improvements | $ 18,800,000 | $ 19,100,000 | ||||
Number of Years from Aquisition Date | 1 year | |||||
Acquisition Costs, Period Cost | $ 91,000 | $ 125,000 | 507,000 | 654,000 | ||
Allowance for Doubtful Accounts Receivable | 4,300,000 | 4,300,000 | $ 3,600,000 | |||
Deferred Costs, Leasing, Accumulated Amortization | 22,000,000 | 22,000,000 | $ 18,800,000 | |||
Payroll Related Costs Capitalized | $ 279,000 | $ 256,000 | $ 804,000 | $ 692,000 | ||
Class of Warrant or Right, Outstanding (in Shares) | shares | 0 | 0 | ||||
Derivative Liability | $ 0 | $ 0 | ||||
Number of Reportable Segments | 1 | |||||
OP Units [Member] | ||||||
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | shares | 3,290,263 | |||||
Public Warrants [Member] | Original Number Outstanding [Member] | ||||||
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Class of Warrant or Right, Outstanding (in Shares) | shares | 41,400,000 | 41,400,000 | ||||
Minimum [Member] | Building [Member] | ||||||
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Property, Plant and Equipment, Useful Life | 39 years | |||||
Minimum [Member] | Building Improvements [Member] | ||||||
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Property, Plant and Equipment, Useful Life | 10 years | |||||
Minimum [Member] | Furniture and Fixtures [Member] | ||||||
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Property, Plant and Equipment, Useful Life | 3 years | |||||
Maximum [Member] | Building [Member] | ||||||
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Property, Plant and Equipment, Useful Life | 40 years | |||||
Maximum [Member] | Building Improvements [Member] | ||||||
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Property, Plant and Equipment, Useful Life | 20 years | |||||
Maximum [Member] | Furniture and Fixtures [Member] | ||||||
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Property, Plant and Equipment, Useful Life | 10 years |
Note 1 - Organization, Basis 31
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Reconciliation Between Basic and Diluted EPS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Numerator: | ||||
Net Income | $ 7,837 | $ 6,981 | $ 17,624 | $ 16,298 |
Less income attributable to non-controlling interest | (295) | (233) | (681) | (584) |
Less earnings allocated to unvested shares | (58) | (39) | (173) | (120) |
Less earnings allocated to unvested shares | (58) | (39) | (173) | (120) |
Denominator: | ||||
Net income available for common stockholders, diluted | $ 7,779 | $ 6,942 | $ 17,451 | $ 16,178 |
Denominator for basic EPS – weighted average common | 96,722,628 | 91,055,414 | 94,479,375 | 80,336,440 |
Denominator for diluted EPS – weighted average common equivalent shares | 100,755,463 | 94,840,217 | 98,560,981 | 84,477,192 |
Net income available for common stockholders, basic | $ 7,484 | $ 6,709 | $ 16,770 | $ 15,594 |
Warrant [Member] | ||||
Denominator: | ||||
Warrants | 413,197 | 786,462 | ||
Retail Opportunity Investments Partnership L.P. [Member] | ||||
Numerator: | ||||
Net Income | 7,837 | $ 6,981 | 17,624 | $ 16,298 |
Less earnings allocated to unvested shares | (58) | (39) | (173) | (120) |
Net income available to unitholders, basic and diluted | $ 7,779 | $ 6,942 | $ 17,451 | $ 16,178 |
Denominator: | ||||
Denominator for basic EPS – weighted average common | 100,493,942 | 94,187,456 | 98,305,085 | 83,468,482 |
Denominator for diluted EPS – weighted average common equivalent shares | 100,755,463 | 94,840,217 | 98,560,981 | 84,477,192 |
Retail Opportunity Investments Partnership L.P. [Member] | Warrant [Member] | ||||
Denominator: | ||||
Warrants | 413,197 | 786,462 | ||
OP Units [Member] | ||||
Denominator: | ||||
OP Units | 3,771,314 | 3,132,042 | 3,825,710 | 3,132,042 |
Performance Shares [Member] | ||||
Denominator: | ||||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 163,167 | 151,907 | 153,191 | 138,780 |
Performance Shares [Member] | Retail Opportunity Investments Partnership L.P. [Member] | Warrant [Member] | ||||
Denominator: | ||||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 163,167 | 151,907 | 153,191 | 138,780 |
Employee Stock Option [Member] | ||||
Denominator: | ||||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 98,354 | 87,657 | 102,705 | 83,468 |
Employee Stock Option [Member] | Retail Opportunity Investments Partnership L.P. [Member] | Warrant [Member] | ||||
Denominator: | ||||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 98,354 | 87,657 | 102,705 | 83,468 |
Note 2 - Real Estate Investme32
Note 2 - Real Estate Investments (Details) $ in Millions | Sep. 01, 2015USD ($)ft² | Jul. 28, 2015USD ($)ft² | Jul. 01, 2015USD ($)ft² | May. 06, 2015USD ($)ft² | Jan. 07, 2015USD ($)ft² | Jan. 06, 2015USD ($)ft² |
Ontario Plaza [Member] | ||||||
Note 2 - Real Estate Investments (Details) [Line Items] | ||||||
Business Combination, Consideration Transferred | $ 31 | |||||
Area of Real Estate Property | ft² | 150,000 | |||||
Park Oaks Shopping Center [Member] | ||||||
Note 2 - Real Estate Investments (Details) [Line Items] | ||||||
Business Combination, Consideration Transferred | $ 47.7 | |||||
Area of Real Estate Property | ft² | 110,000 | |||||
Winston Manor Shopping Center [Member] | ||||||
Note 2 - Real Estate Investments (Details) [Line Items] | ||||||
Business Combination, Consideration Transferred | $ 20.5 | |||||
Area of Real Estate Property | ft² | 50,000 | |||||
Pinole Vista Shopping Center and Canyon Park Shopping Center [Member] | ||||||
Note 2 - Real Estate Investments (Details) [Line Items] | ||||||
Business Combination, Consideration Transferred | $ 23.1 | |||||
Area of Real Estate Property | ft² | 59,000 | |||||
Jackson Square [Member] | ||||||
Note 2 - Real Estate Investments (Details) [Line Items] | ||||||
Business Combination, Consideration Transferred | $ 32.5 | |||||
Area of Real Estate Property | ft² | 114,000 | |||||
Sunnyside Village Square [Member] | ||||||
Note 2 - Real Estate Investments (Details) [Line Items] | ||||||
Business Combination, Consideration Transferred | $ 17.5 | |||||
Area of Real Estate Property | ft² | 89,000 | |||||
Tigard Promenade [Member] | ||||||
Note 2 - Real Estate Investments (Details) [Line Items] | ||||||
Business Combination, Consideration Transferred | $ 21 | |||||
Area of Real Estate Property | ft² | 88,000 | |||||
Gateway Centre [Member] | ||||||
Note 2 - Real Estate Investments (Details) [Line Items] | ||||||
Business Combination, Consideration Transferred | $ 42.5 | |||||
Area of Real Estate Property | ft² | 110,000 |
Note 2 - Real Estate Investme33
Note 2 - Real Estate Investments (Details) - Purchase Price Allocation of Properties Acquired $ in Thousands | Sep. 30, 2015USD ($) |
ASSETS | |
Land | $ 61,688 |
Building and improvements | 174,928 |
Acquired lease intangible assets | 10,764 |
Deferred charges | 4,015 |
Assets acquired | 251,395 |
LIABILITIES | |
Acquired lease intangible liabilities | 15,609 |
Liabilities assumed | $ 15,609 |
Note 2 - Real Estate Investme34
Note 2 - Real Estate Investments (Details) - Pro Forma Financial Information - Results of Operations Had the Acquisitions Occured at the Beginning of the Year - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statements of operations: | ||||
Revenues | $ 50,702 | $ 47,016 | $ 146,595 | $ 140,044 |
Property operating and other expenses | 24,773 | 21,204 | 74,196 | 65,725 |
Depreciation and amortization | 18,178 | 17,478 | 54,105 | 51,967 |
Net income attributable to Retail Opportunity Investments Corp. | $ 7,751 | $ 8,334 | $ 18,294 | $ 22,352 |
Note 2 - Real Estate Investme35
Note 2 - Real Estate Investments (Details) - Operating Results Included in the Company's Historical Consolidated Statement of Operations for Properties Acquired During the Reported Periods - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statements of operations: | ||||
Revenues | $ 50,077 | $ 40,856 | $ 141,414 | $ 114,121 |
Depreciation and amortization | 18,059 | 15,365 | 52,567 | 42,986 |
Net income attributable to Retail Opportunity Investments Corp. | 7,542 | $ 6,748 | 16,943 | $ 15,714 |
Attributable to Acquired Properties During the Reporting Periods [Member] | ||||
Statements of operations: | ||||
Revenues | 3,547 | 7,567 | ||
Property operating and other expenses | 1,060 | 2,162 | ||
Depreciation and amortization | 1,613 | 3,574 | ||
Net income attributable to Retail Opportunity Investments Corp. | $ 874 | $ 1,831 |
Note 3 - Tenant Leases (Details
Note 3 - Tenant Leases (Details) - Minimum Future Rentals to be Received under Non-cancellable Leases $ in Thousands | Sep. 30, 2015USD ($) |
Minimum Future Rentals to be Received under Non-cancellable Leases [Abstract] | |
Remaining 2,015 | $ 34,577 |
2,016 | 133,325 |
2,017 | 119,776 |
2,018 | 100,872 |
2,019 | 81,732 |
Thereafter | 341,613 |
Total minimum lease payments | $ 811,895 |
Note 4 - Mortgage Notes Payab37
Note 4 - Mortgage Notes Payable, Credit Facilities and Senior Notes (Details) - USD ($) | Sep. 01, 2015 | Apr. 01, 2015 | Dec. 03, 2014 | Dec. 09, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 29, 2015 | Aug. 10, 2015 | Dec. 31, 2014 |
Note 4 - Mortgage Notes Payable, Credit Facilities and Senior Notes (Details) [Line Items] | |||||||||||
Repayments of Secured Debt | $ 65,156,000 | $ 9,528,000 | |||||||||
Long-term Debt, Gross | $ 61,811,000 | $ 61,811,000 | $ 91,467,000 | ||||||||
Line of Credit Facility, Expiration Date | Jan. 31, 2019 | ||||||||||
Long-term Line of Credit | 16,225,000 | $ 16,225,000 | 156,500,000 | ||||||||
Revolving Credit Facility [Member] | |||||||||||
Note 4 - Mortgage Notes Payable, Credit Facilities and Senior Notes (Details) [Line Items] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 500,000,000 | 500,000,000 | $ 500,000,000 | ||||||||
Long-term Line of Credit | $ 16,200,000 | $ 16,200,000 | |||||||||
Line of Credit Facility, Interest Rate During Period | 1.20% | 1.20% | |||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 483,800,000 | $ 483,800,000 | |||||||||
Revolving Credit Facility [Member] | Accordion Feature [Member] | |||||||||||
Note 4 - Mortgage Notes Payable, Credit Facilities and Senior Notes (Details) [Line Items] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,000,000,000 | $ 1,000,000,000 | |||||||||
Loan Agreements [Member] | |||||||||||
Note 4 - Mortgage Notes Payable, Credit Facilities and Senior Notes (Details) [Line Items] | |||||||||||
Line of Credit Facility, Commitment Fee Percentage | 0.20% | ||||||||||
Line of Credit, Fronting Fee | 0.125% | 0.125% | |||||||||
Eurodollar [Member] | Loan Agreements [Member] | |||||||||||
Note 4 - Mortgage Notes Payable, Credit Facilities and Senior Notes (Details) [Line Items] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||||||||||
Federal Funds Rate [Member] | Loan Agreements [Member] | |||||||||||
Note 4 - Mortgage Notes Payable, Credit Facilities and Senior Notes (Details) [Line Items] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | ||||||||||
Renaissance Towne Centre Mortgage Note [Member] | |||||||||||
Note 4 - Mortgage Notes Payable, Credit Facilities and Senior Notes (Details) [Line Items] | |||||||||||
Repayments of Secured Debt | $ 16,100,000 | ||||||||||
Crossroads Shopping Center [Member] | |||||||||||
Note 4 - Mortgage Notes Payable, Credit Facilities and Senior Notes (Details) [Line Items] | |||||||||||
Repayments of Secured Debt | $ 48,300,000 | ||||||||||
Term Loan Agreement [Member] | |||||||||||
Note 4 - Mortgage Notes Payable, Credit Facilities and Senior Notes (Details) [Line Items] | |||||||||||
Debt Instrument, Face Amount | $ 300,000,000 | ||||||||||
Line of Credit Facility, Additional Borrowing Capacity | $ 200,000,000 | ||||||||||
Debt Instrument, Maturity Date | Jan. 31, 2019 | ||||||||||
Long-term Debt | $ 300,000,000 | $ 300,000,000 | |||||||||
Debt Instrument, Interest Rate, Effective Percentage | 1.30% | 1.30% | |||||||||
Term Loan Agreement [Member] | Federal Funds Effective Swap Rate [Member] | |||||||||||
Note 4 - Mortgage Notes Payable, Credit Facilities and Senior Notes (Details) [Line Items] | |||||||||||
Spread on Variable Rate | 0.50% | ||||||||||
Term Loan Agreement [Member] | Eurodollar [Member] | |||||||||||
Note 4 - Mortgage Notes Payable, Credit Facilities and Senior Notes (Details) [Line Items] | |||||||||||
Spread on Variable Rate | 1.00% | ||||||||||
Senior Notes 2024 [Member] | |||||||||||
Note 4 - Mortgage Notes Payable, Credit Facilities and Senior Notes (Details) [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | ||||||||||
Debt Instrument, Face Amount | $ 250,000,000 | $ 250,000,000 | $ 250,000,000 | 250,000,000 | |||||||
Debt Instrument, Maturity Date | Dec. 15, 2024 | ||||||||||
Interest Expense, Debt | 2,500,000 | 7,500,000 | |||||||||
Amortization of Debt Discount (Premium) | 72,000 | 215,000 | |||||||||
Deferred Finance Costs, Gross | $ 2,200,000 | ||||||||||
Senior Notes 2023 [Member] | |||||||||||
Note 4 - Mortgage Notes Payable, Credit Facilities and Senior Notes (Details) [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||
Debt Instrument, Face Amount | $ 250,000,000 | 250,000,000 | 250,000,000 | $ 250,000,000 | |||||||
Debt Instrument, Maturity Date | Dec. 15, 2023 | ||||||||||
Interest Expense, Debt | 3,100,000 | $ 3,100,000 | 9,400,000 | 9,300,000 | |||||||
Amortization of Debt Discount (Premium) | 87,000 | $ 84,000 | 256,000 | $ 245,000 | |||||||
Deferred Finance Costs, Gross | $ 2,600,000 | ||||||||||
Diamond Hills Plaza [Member] | |||||||||||
Note 4 - Mortgage Notes Payable, Credit Facilities and Senior Notes (Details) [Line Items] | |||||||||||
Long-term Debt, Gross | $ 35,500,000 | $ 35,500,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.55% | 3.55% | |||||||||
Diamond Hills Plaza [Member] | PNC Bank, National Association [Member] | Secured Debt [Member] | |||||||||||
Note 4 - Mortgage Notes Payable, Credit Facilities and Senior Notes (Details) [Line Items] | |||||||||||
Long-term Debt, Gross | $ 35,500,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.55% | ||||||||||
Debt Instrument, Amortization Period | 30 years |
Note 4 - Mortgage Notes Payab38
Note 4 - Mortgage Notes Payable, Credit Facilities and Senior Notes (Details) - Mortgage Notes Payable - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Note 4 - Mortgage Notes Payable, Credit Facilities and Senior Notes (Details) - Mortgage Notes Payable [Line Items] | ||
Balance | $ 61,811 | $ 91,467 |
Mortgage Premium | 1,062 | 2,716 |
Total mortgage notes payable | $ 62,873 | 94,183 |
Renaissance Towne Center [Member] | ||
Note 4 - Mortgage Notes Payable, Credit Facilities and Senior Notes (Details) - Mortgage Notes Payable [Line Items] | ||
Interest Rate | 5.13% | |
Balance | 16,205 | |
Crossroads Shopping Center [Member] | ||
Note 4 - Mortgage Notes Payable, Credit Facilities and Senior Notes (Details) - Mortgage Notes Payable [Line Items] | ||
Interest Rate | 6.50% | |
Balance | 48,581 | |
Gateway Village III [Member] | ||
Note 4 - Mortgage Notes Payable, Credit Facilities and Senior Notes (Details) - Mortgage Notes Payable [Line Items] | ||
Interest Rate | 6.10% | |
Balance | $ 7,193 | 7,270 |
Bernardo Heights Plaza [Member] | ||
Note 4 - Mortgage Notes Payable, Credit Facilities and Senior Notes (Details) - Mortgage Notes Payable [Line Items] | ||
Interest Rate | 5.70% | |
Balance | $ 8,449 | 8,581 |
Santa Teresa Village [Member] | ||
Note 4 - Mortgage Notes Payable, Credit Facilities and Senior Notes (Details) - Mortgage Notes Payable [Line Items] | ||
Interest Rate | 6.20% | |
Balance | $ 10,669 | $ 10,830 |
Diamond Hills Plaza [Member] | ||
Note 4 - Mortgage Notes Payable, Credit Facilities and Senior Notes (Details) - Mortgage Notes Payable [Line Items] | ||
Interest Rate | 3.55% | |
Balance | $ 35,500 |
Note 4 - Mortgage Notes Payab39
Note 4 - Mortgage Notes Payable, Credit Facilities and Senior Notes (Details) - Carrying Value of the Company’s Senior Notes - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | Dec. 03, 2014 | Dec. 09, 2013 |
Senior Notes 2024 [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 250,000 | $ 250,000 | $ 250,000 | |
Unamortized debt discount | (3,264) | (3,479) | ||
Senior Notes | 246,736 | 246,521 | ||
Senior Notes 2023 [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount | 250,000 | 250,000 | $ 250,000 | |
Unamortized debt discount | (3,570) | (3,826) | ||
Senior Notes | $ 246,430 | $ 246,174 |
Note 5 - Preferred Stock of R40
Note 5 - Preferred Stock of ROIC (Details) - shares | Sep. 30, 2015 | Dec. 31, 2014 |
Disclosure Text Block Supplement [Abstract] | ||
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Note 6 - Common Stock and War41
Note 6 - Common Stock and Warrants of ROIC (Details) | Aug. 10, 2015USD ($)shares | Oct. 23, 2014shares | Sep. 19, 2014$ / sharesshares | Jun. 23, 2011$ / sharesshares | Sep. 30, 2014USD ($)shares | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($)shares | Dec. 31, 2014$ / shares | Jul. 31, 2013USD ($) |
Note 6 - Common Stock and Warrants of ROIC (Details) [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | shares | 5,520,000 | ||||||||
Proceeds from Issuance of Common Stock (in Dollars) | $ 87,300,000 | $ 101,293,000 | $ 214,907,000 | ||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Payments of Stock Issuance Costs (in Dollars) | $ 4,286,000 | 9,462,000 | |||||||
Number of Days Notice | 30 days | ||||||||
Proceeds from Warrant Exercises (in Dollars) | $ 56,002,000 | ||||||||
Stock Repurchase Program, Authorized Amount (in Dollars) | $ 50,000,000 | ||||||||
Stock Repurchased During Period, Shares | shares | 0 | ||||||||
2014 Sales Agreements ATM Program [Member] | |||||||||
Note 6 - Common Stock and Warrants of ROIC (Details) [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | shares | 544,567 | ||||||||
Proceeds from Issuance of Common Stock (in Dollars) | $ 9,900,000 | ||||||||
Number of Sales Agreements Entered Into | 4 | ||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.0001 | ||||||||
Common Shares That May be Sold Under a Sales Agreement Aggregate Offering Price, Maximum | shares | 100,000,000 | ||||||||
Payments of Stock Issuance Costs (in Dollars) | 149,000 | ||||||||
Minimum Price Company's Common Stock Must Trade Before Warrants Issued in The IPO Can Be Redeemed [Member] | |||||||||
Note 6 - Common Stock and Warrants of ROIC (Details) [Line Items] | |||||||||
Share Price (in Dollars per share) | $ / shares | $ 18.75 | ||||||||
Revolving Credit Facility [Member] | |||||||||
Note 6 - Common Stock and Warrants of ROIC (Details) [Line Items] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity (in Dollars) | $ 500,000,000 | $ 500,000,000 | |||||||
Private Placement Warrants [Member] | |||||||||
Note 6 - Common Stock and Warrants of ROIC (Details) [Line Items] | |||||||||
Warrants Purchased By Sponsor During IPO | shares | 8,000,000 | ||||||||
Warrants, Sales Price Per Warrant (in Dollars per share) | $ / shares | $ 1 | ||||||||
Public Warrants [Member] | |||||||||
Note 6 - Common Stock and Warrants of ROIC (Details) [Line Items] | |||||||||
Warrants, Repurchase Price Per Warrant (in Dollars per share) | $ / shares | 0.01 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 12 | ||||||||
Class Of Warrant Or Right Number Of Warrants Exercised | shares | 1,258,558 | 4,652,431 | |||||||
Proceeds from Warrant Exercises (in Dollars) | $ 15,100,000 | $ 55,800,000 | |||||||
Class of Warrant or Right, Cancelled During Period | shares | 64,452 | ||||||||
Public and Private Placement Warrants [Member] | |||||||||
Note 6 - Common Stock and Warrants of ROIC (Details) [Line Items] | |||||||||
Common Stock, Capital Shares Reserved for Future Issuance | shares | 53,400,000 |
Note 7 - Stock Compensation f42
Note 7 - Stock Compensation for ROIC (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Note 7 - Stock Compensation for ROIC (Details) [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 1.3 | $ 984,000 | $ 3.5 | $ 2.7 |
The 2009 Plan [Member] | ||||
Note 7 - Stock Compensation for ROIC (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum | 7.50% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Number of Shares (in Shares) | 4,000,000 | 4,000,000 | ||
Vesting on January 1, 2016, 2017 and 2018 [Member] | ||||
Note 7 - Stock Compensation for ROIC (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||
Restricted Stock [Member] | ||||
Note 7 - Stock Compensation for ROIC (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in Shares) | 343,070 | |||
Restricted Stock [Member] | The 2009 Plan [Member] | ||||
Note 7 - Stock Compensation for ROIC (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in Shares) | 343,070 | |||
Performance Shares [Member] | Vesting on January 1, 2016, 2017 and 2018 [Member] | The 2009 Plan [Member] | ||||
Note 7 - Stock Compensation for ROIC (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in Shares) | 117,275 |
Note 7 - Stock Compensation f43
Note 7 - Stock Compensation for ROIC (Details) - Status of Non-vested Restricted Stock Awards - Restricted Stock [Member] | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Note 7 - Stock Compensation for ROIC (Details) - Status of Non-vested Restricted Stock Awards [Line Items] | |
Non-vested at December 31, 2014 | 559,358 |
Non-vested at December 31, 2014 | $ / shares | $ 11.51 |
Non-vested at September 30, 2015 | 642,421 |
Non-vested at September 30, 2015 | $ / shares | $ 14.34 |
Granted | 343,070 |
Granted | $ / shares | $ 15.58 |
Vested | (257,175) |
Vested | $ / shares | $ 12.09 |
Cancelled | (2,832) |
Cancelled | $ / shares | $ 15.88 |
Note 8 - Capital of the Opera44
Note 8 - Capital of the Operating Partnership (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 03, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Note 8 - Capital of the Operating Partnership (Details) [Line Items] | |||
Limited Partners' Capital Account, Units Outstanding | 103,256,439 | ||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 96.30% | ||
Common Stock, Shares, Outstanding | 99,485,125 | 92,991,333 | |
Minority Interest Decrease From Redemptions, Number of Units | 150,000 | ||
ROIC common stock | 150,000 | ||
OP Units [Member] | |||
Note 8 - Capital of the Operating Partnership (Details) [Line Items] | |||
Partners' Capital Account, Units | 3,771,314 | ||
Non Controlling Interest Redemption Value (in Dollars) | $ 63 | ||
Non Controlling Interests Redemption Value Price Per Share (in Dollars per share) | $ 16.71 |
Note 9 - Fair Value of Financ45
Note 9 - Fair Value of Financial Instruments (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Note 9 - Fair Value of Financial Instruments (Details) [Line Items] | |
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net | $ 2.1 |
Minimum [Member] | |
Note 9 - Fair Value of Financial Instruments (Details) [Line Items] | |
Mortgage Loans on Real Estate, Interest Rate | 3.10% |
Maximum [Member] | |
Note 9 - Fair Value of Financial Instruments (Details) [Line Items] | |
Mortgage Loans on Real Estate, Interest Rate | 3.60% |
Weighted Average [Member] | |
Note 9 - Fair Value of Financial Instruments (Details) [Line Items] | |
Mortgage Loans on Real Estate, Interest Rate | 3.40% |
Fair Value, Inputs, Level 2 [Member] | Senior Notes 2024 [Member] | |
Note 9 - Fair Value of Financial Instruments (Details) [Line Items] | |
Long-term Debt, Fair Value | $ 239.5 |
Fair Value, Inputs, Level 2 [Member] | Senior Notes 2023 [Member] | |
Note 9 - Fair Value of Financial Instruments (Details) [Line Items] | |
Long-term Debt, Fair Value | 263 |
Fair Value, Inputs, Level 3 [Member] | Mortgages [Member] | |
Note 9 - Fair Value of Financial Instruments (Details) [Line Items] | |
Notes Payable, Fair Value Disclosure | $ 62.8 |
Note 9 - Fair Value of Financ46
Note 9 - Fair Value of Financial Instruments (Details) - Location of Gain or Loss on Interest Rate Derivatives Designated as Cash Flow Hedges - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Location of Gain or Loss on Interest Rate Derivatives Designated as Cash Flow Hedges [Abstract] | ||||
Amount of gain (loss) recognized in OCI on derivative | $ 135 | $ (2,792) | ||
Amount of loss reclassified from accumulated OCI into interest | $ 535 | $ 869 | $ 1,604 | $ 2,641 |
Note 10 - Commitments and Con47
Note 10 - Commitments and Contingencies (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Terranomics Crossroads Associates, LP [Member] | ||
Note 10 - Commitments and Contingencies (Details) [Line Items] | ||
Equity Method Investment, Ownership Percentage | 51.00% | |
SARM Five Points LLC [Member] | ||
Note 10 - Commitments and Contingencies (Details) [Line Items] | ||
Equity Method Investment, Ownership Percentage | 100.00% | |
Terranomics Crossroads Associates LP and SARM Five Points LLC [Member] | ||
Note 10 - Commitments and Contingencies (Details) [Line Items] | ||
Tax Protection Agreements, Period | 12 years | |
Wilsonville Town Center [Member] | ||
Note 10 - Commitments and Contingencies (Details) [Line Items] | ||
Tax Protection Agreements, Period | 10 years |
Note 10 - Commitments and Con48
Note 10 - Commitments and Contingencies (Details) - Future Minimum Annual Lease Payments Under Operating Leases $ in Thousands | Sep. 30, 2015USD ($) |
Future Minimum Annual Lease Payments Under Operating Leases [Abstract] | |
Remaining 2,015 | $ 228 |
2,016 | 980 |
2,017 | 1,049 |
2,018 | 1,054 |
2,019 | 1,059 |
Thereafter | 37,271 |
Total minimum lease payments | $ 41,641 |
Note 11 - Related Party Trans49
Note 11 - Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Related Party Lease Agreements [Member] | ||||
Note 11 - Related Party Transactions (Details) [Line Items] | ||||
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party | $ 11,000 | $ 10,000 | $ 32,000 | $ 27,000 |
Note 12 - Subsequent Events (De
Note 12 - Subsequent Events (Details) - Subsequent Event [Member] | Oct. 27, 2015$ / shares |
Note 12 - Subsequent Events (Details) [Line Items] | |
Common Stock, Dividends, Per Share, Declared | $ 0.17 |
Dividends Payable, Date to be Paid | Dec. 29, 2015 |
Dividends Payable, Date of Record | Dec. 15, 2015 |