Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2020 | Jul. 24, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-33749 | |
Entity Registrant Name | RETAIL OPPORTUNITY INVESTMENTS CORP | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 26-0500600 | |
Entity Address, Address Line One | 11250 El Camino Real | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | San Diego, | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92130 | |
City Area Code | 858 | |
Local Phone Number | 677-0900 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | ROIC | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding (in shares) | 117,929,055 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001407623 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Retail Opportunity Investments Partnership L.P. | ||
Document Information [Line Items] | ||
Entity Registrant Name | RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 94-2969738 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001577230 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Real Estate Investments: | ||
Land | $ 881,657 | $ 879,540 |
Building and improvements | 2,262,445 | 2,252,301 |
Total real estate investments | 3,144,102 | 3,131,841 |
Less: accumulated depreciation | 425,009 | 390,916 |
Real estate investments, net before mortgage notes receivable | 2,719,093 | 2,740,925 |
Mortgage note receivable | 5,000 | 13,000 |
Real Estate Investments, net | 2,724,093 | 2,753,925 |
Cash and cash equivalents | 151,372 | 3,800 |
Restricted cash | 1,686 | 1,658 |
Tenant and other receivables, net | 52,805 | 45,821 |
Acquired lease intangible assets, net | 55,419 | 59,701 |
Prepaid expenses | 1,642 | 3,169 |
Deferred charges, net | 25,410 | 27,652 |
Other assets | 17,706 | 18,031 |
Total assets | 3,030,133 | 2,913,757 |
Liabilities: | ||
Term loan | 298,495 | 298,330 |
Credit facility | 230,633 | 80,743 |
Senior Notes | 943,564 | 942,850 |
Mortgage notes payable | 87,020 | 87,523 |
Acquired lease intangible liabilities, net | 136,889 | 144,757 |
Accounts payable and accrued expenses | 12,333 | 17,562 |
Tenants’ security deposits | 6,970 | 7,177 |
Other liabilities | 47,408 | 42,987 |
Total liabilities | 1,763,312 | 1,621,929 |
Commitments and contingencies | ||
Equity/Capital: | ||
Preferred stock, $0.0001 par value 50,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value, 500,000,000 shares authorized; 117,640,038 and 116,496,016 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively | 12 | 12 |
Additional paid-in capital | 1,488,780 | 1,481,466 |
Dividends in excess of earnings | (304,678) | (297,998) |
Accumulated other comprehensive loss | (11,648) | (4,132) |
Total Retail Opportunity Investments Corp. stockholders’ equity | 1,172,466 | 1,179,348 |
Non-controlling interests | 94,355 | 112,480 |
Total equity/capital | 1,266,821 | 1,291,828 |
Total liabilities and equity/capital | 3,030,133 | 2,913,757 |
Retail Opportunity Investments Partnership L.P. | ||
Real Estate Investments: | ||
Land | 881,657 | 879,540 |
Building and improvements | 2,262,445 | 2,252,301 |
Total real estate investments | 3,144,102 | 3,131,841 |
Less: accumulated depreciation | 425,009 | 390,916 |
Real estate investments, net before mortgage notes receivable | 2,719,093 | 2,740,925 |
Mortgage note receivable | 5,000 | 13,000 |
Real Estate Investments, net | 2,724,093 | 2,753,925 |
Cash and cash equivalents | 151,372 | 3,800 |
Restricted cash | 1,686 | 1,658 |
Tenant and other receivables, net | 52,805 | 45,821 |
Acquired lease intangible assets, net | 55,419 | 59,701 |
Prepaid expenses | 1,642 | 3,169 |
Deferred charges, net | 25,410 | 27,652 |
Other assets | 17,706 | 18,031 |
Total assets | 3,030,133 | 2,913,757 |
Liabilities: | ||
Term loan | 298,495 | 298,330 |
Credit facility | 230,633 | 80,743 |
Senior Notes | 943,564 | 942,850 |
Mortgage notes payable | 87,020 | 87,523 |
Acquired lease intangible liabilities, net | 136,889 | 144,757 |
Accounts payable and accrued expenses | 12,333 | 17,562 |
Tenants’ security deposits | 6,970 | 7,177 |
Other liabilities | 47,408 | 42,987 |
Total liabilities | 1,763,312 | 1,621,929 |
Commitments and contingencies | ||
Equity/Capital: | ||
ROIC capital | 1,184,114 | 1,183,480 |
Limited partners’ capital | 95,292 | 112,480 |
Accumulated other comprehensive loss | (12,585) | (4,132) |
Total equity/capital | 1,266,821 | 1,291,828 |
Total liabilities and equity/capital | $ 3,030,133 | $ 2,913,757 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 117,640,038 | 116,496,016 |
Common stock, shares outstanding (in shares) | 117,640,038 | 116,496,016 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenues | ||||
Rental revenue | $ 65,734 | $ 71,821 | $ 139,931 | $ 147,188 |
Other income | 818 | 1,109 | 1,493 | 1,795 |
Total revenues | 66,552 | 72,930 | 141,424 | 148,983 |
Operating expenses | ||||
Property operating | 9,286 | 10,710 | 19,890 | 21,771 |
Property taxes | 8,766 | 7,832 | 16,755 | 16,070 |
Depreciation and amortization | 24,114 | 24,443 | 48,392 | 49,204 |
General and administrative expenses | 3,929 | 4,950 | 7,873 | 9,226 |
Other expense | 296 | 1,224 | 360 | 1,317 |
Total operating expenses | 46,391 | 49,159 | 93,270 | 97,588 |
Gain on sale of real estate | 0 | 180 | 0 | 2,818 |
Operating income | 20,161 | 23,951 | 48,154 | 54,213 |
Non-operating expenses | ||||
Interest expense and other finance expenses | (15,125) | (15,605) | (29,982) | (31,284) |
Net income | 5,036 | 8,346 | 18,172 | 22,929 |
Net income attributable to non-controlling interests | (389) | (761) | (1,523) | (2,094) |
Net Income Attributable to Retail Opportunity Investments Corp. | $ 4,647 | $ 7,585 | $ 16,649 | $ 20,835 |
Earnings per share/unit - Basic and diluted (in dollars per share) | $ 0.04 | $ 0.07 | $ 0.14 | $ 0.18 |
Dividends per share/unit (in dollars per share) | $ 0 | $ 0.1970 | $ 0.2000 | $ 0.3940 |
Comprehensive income: | ||||
Net income | $ 5,036 | $ 8,346 | $ 18,172 | $ 22,929 |
Other comprehensive income (loss): | ||||
Unrealized swap derivative loss arising during the period | (961) | (4,815) | (10,016) | (7,423) |
Reclassification adjustment for amortization of interest expense included in net income | 1,225 | (263) | 1,563 | (465) |
Other comprehensive income (loss): | 264 | (5,078) | (8,453) | (7,888) |
Comprehensive income | 5,300 | 3,268 | 9,719 | 15,041 |
Comprehensive loss (income) attributable to non-controlling interests | 548 | (761) | (586) | (2,094) |
Comprehensive income attributable to Retail Opportunity Investments Corp. | 5,848 | 2,507 | 9,133 | 12,947 |
Retail Opportunity Investments Partnership L.P. | ||||
Revenues | ||||
Rental revenue | 65,734 | 71,821 | 139,931 | 147,188 |
Other income | 818 | 1,109 | 1,493 | 1,795 |
Total revenues | 66,552 | 72,930 | 141,424 | 148,983 |
Operating expenses | ||||
Property operating | 9,286 | 10,710 | 19,890 | 21,771 |
Property taxes | 8,766 | 7,832 | 16,755 | 16,070 |
Depreciation and amortization | 24,114 | 24,443 | 48,392 | 49,204 |
General and administrative expenses | 3,929 | 4,950 | 7,873 | 9,226 |
Other expense | 296 | 1,224 | 360 | 1,317 |
Total operating expenses | 46,391 | 49,159 | 93,270 | 97,588 |
Gain on sale of real estate | 0 | 180 | 0 | 2,818 |
Operating income | 20,161 | 23,951 | 48,154 | 54,213 |
Non-operating expenses | ||||
Interest expense and other finance expenses | (15,125) | (15,605) | (29,982) | (31,284) |
Net income | $ 5,036 | $ 8,346 | $ 18,172 | $ 22,929 |
Earnings per share/unit - Basic and diluted (in dollars per share) | $ 0.04 | $ 0.07 | $ 0.14 | $ 0.18 |
Dividends per share/unit (in dollars per share) | $ 0 | $ 0.1970 | $ 0.2000 | $ 0.3940 |
Comprehensive income: | ||||
Net income | $ 5,036 | $ 8,346 | $ 18,172 | $ 22,929 |
Other comprehensive income (loss): | ||||
Unrealized swap derivative loss arising during the period | (961) | (4,815) | (10,016) | (7,423) |
Reclassification adjustment for amortization of interest expense included in net income | 1,225 | (263) | 1,563 | (465) |
Other comprehensive income (loss): | 264 | (5,078) | (8,453) | (7,888) |
Comprehensive income | $ 5,300 | $ 3,268 | $ 9,719 | $ 15,041 |
Consolidated Statement of Equit
Consolidated Statement of Equity - USD ($) $ in Thousands | Total | Common Stock | Additional paid-in capital | Accumulated dividends in excess of earnings | Accumulated other comprehensive income (loss) | Non- controlling interests | Officer | OfficerAccumulated dividends in excess of earnings | OfficerNon- controlling interests |
Balance (in shares) at Dec. 31, 2018 | 113,992,837 | ||||||||
Balance at Dec. 31, 2018 | $ 1,308,428 | $ 11 | $ 1,441,080 | $ (256,438) | $ 3,561 | $ 120,214 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Shares issued under the Equity Incentive Plan (in shares) | 445,022 | ||||||||
Shares issued under the Equity Incentive Plan | 0 | 0 | |||||||
Shares withheld for employee taxes (in shares) | (125,072) | ||||||||
Shares withheld for employee taxes | (1,986) | (1,986) | |||||||
Cancellation of restricted stock (in shares) | (999) | ||||||||
Stock based compensation expense | 1,651 | 1,651 | |||||||
Cash redemption for non-controlling interests | (1,246) | (1,246) | |||||||
Adjustment to non-controlling interests ownership in Operating Partnership | 56 | (56) | |||||||
Registration expenditures | (47) | (47) | |||||||
Cash dividends | (24,766) | (22,519) | (2,247) | $ 142 | $ 142 | ||||
Net income attributable to Retail Opportunity Investments Corp. | 13,250 | 13,250 | |||||||
Net income attributable to non-controlling interests | 1,333 | 1,333 | |||||||
Other comprehensive gain (loss) | (2,810) | (2,810) | |||||||
Balance (in shares) at Mar. 31, 2019 | 114,311,788 | ||||||||
Balance at Mar. 31, 2019 | 1,293,949 | $ 11 | 1,440,754 | (265,565) | 751 | 117,998 | |||
Balance (in shares) at Dec. 31, 2018 | 113,992,837 | ||||||||
Balance at Dec. 31, 2018 | 1,308,428 | $ 11 | 1,441,080 | (256,438) | 3,561 | 120,214 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income attributable to Retail Opportunity Investments Corp. | 20,835 | ||||||||
Net income attributable to non-controlling interests | 2,094 | ||||||||
Balance (in shares) at Jun. 30, 2019 | 114,307,789 | ||||||||
Balance at Jun. 30, 2019 | 1,274,594 | $ 11 | 1,443,165 | (280,488) | (4,327) | 116,233 | |||
Balance (in shares) at Mar. 31, 2019 | 114,311,788 | ||||||||
Balance at Mar. 31, 2019 | 1,293,949 | $ 11 | 1,440,754 | (265,565) | 751 | 117,998 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Cancellation of restricted stock (in shares) | (3,999) | ||||||||
Stock based compensation expense | 2,239 | 1,852 | 387 | ||||||
Adjustment to non-controlling interests ownership in Operating Partnership | 592 | (592) | |||||||
Registration expenditures | (33) | (33) | |||||||
Cash dividends | (24,764) | (22,517) | (2,247) | (65) | 9 | $ (74) | |||
Net income attributable to Retail Opportunity Investments Corp. | 7,585 | 7,585 | |||||||
Net income attributable to non-controlling interests | 761 | 761 | |||||||
Other comprehensive gain (loss) | (5,078) | (5,078) | |||||||
Balance (in shares) at Jun. 30, 2019 | 114,307,789 | ||||||||
Balance at Jun. 30, 2019 | $ 1,274,594 | $ 11 | 1,443,165 | (280,488) | (4,327) | 116,233 | |||
Balance (in shares) at Dec. 31, 2019 | 116,496,016 | 116,496,016 | |||||||
Balance at Dec. 31, 2019 | $ 1,291,828 | $ 12 | 1,481,466 | (297,998) | (4,132) | 112,480 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Shares issued under the Equity Incentive Plan (in shares) | 428,170 | ||||||||
Shares issued under the Equity Incentive Plan | 0 | 0 | |||||||
Shares withheld for employee taxes (in shares) | (128,614) | ||||||||
Shares withheld for employee taxes | (2,272) | (2,272) | |||||||
Cancellation of restricted stock (in shares) | (1,000) | ||||||||
Stock based compensation expense | 1,856 | 1,636 | 220 | ||||||
Cash redemption for non-controlling interests | (1,999) | (1,999) | |||||||
Adjustment to non-controlling interests ownership in Operating Partnership | 652 | (652) | |||||||
Repurchase of common stock (in shares) | (673,868) | ||||||||
Repurchase of common stock | (8,846) | (8,846) | |||||||
Registration expenditures | (90) | (90) | |||||||
Cash dividends | (25,460) | (23,273) | (2,187) | $ (89) | $ (56) | $ (33) | |||
Net income attributable to Retail Opportunity Investments Corp. | 12,002 | 12,002 | |||||||
Net income attributable to non-controlling interests | 1,134 | 1,134 | |||||||
Other comprehensive gain (loss) | (8,717) | (8,717) | |||||||
Balance (in shares) at Mar. 31, 2020 | 116,120,704 | ||||||||
Balance at Mar. 31, 2020 | $ 1,259,347 | $ 12 | 1,472,546 | (309,325) | (12,849) | 108,963 | |||
Balance (in shares) at Dec. 31, 2019 | 116,496,016 | 116,496,016 | |||||||
Balance at Dec. 31, 2019 | $ 1,291,828 | $ 12 | 1,481,466 | (297,998) | (4,132) | 112,480 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Equity Redemption of OP Units, Shares | 1,521,833 | 1,521,833 | |||||||
Redemption of OP Units | $ 15,211 | ||||||||
Repurchase of common stock (in shares) | (673,868) | ||||||||
Repurchase of common stock | $ (8,800) | ||||||||
Net income attributable to Retail Opportunity Investments Corp. | 16,649 | ||||||||
Net income attributable to non-controlling interests | $ 1,523 | ||||||||
Balance (in shares) at Jun. 30, 2020 | 117,640,038 | 117,640,038 | |||||||
Balance at Jun. 30, 2020 | $ 1,266,821 | $ 12 | 1,488,780 | (304,678) | (11,648) | 94,355 | |||
Balance (in shares) at Mar. 31, 2020 | 116,120,704 | ||||||||
Balance at Mar. 31, 2020 | 1,259,347 | $ 12 | 1,472,546 | (309,325) | (12,849) | 108,963 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Cancellation of restricted stock (in shares) | (2,499) | ||||||||
Stock based compensation expense | 2,168 | 2,081 | 87 | ||||||
Equity Redemption of OP Units, Shares | 1,521,833 | ||||||||
Redemption of OP Units | 15,211 | (15,211) | |||||||
Adjustment to non-controlling interests ownership in Operating Partnership | (1,064) | 1,064 | |||||||
Registration expenditures | 6 | 6 | |||||||
Net income attributable to Retail Opportunity Investments Corp. | 4,647 | 4,647 | |||||||
Net income attributable to non-controlling interests | 389 | 389 | |||||||
Other comprehensive gain (loss) | $ 264 | 1,201 | (937) | ||||||
Balance (in shares) at Jun. 30, 2020 | 117,640,038 | 117,640,038 | |||||||
Balance at Jun. 30, 2020 | $ 1,266,821 | $ 12 | $ 1,488,780 | $ (304,678) | $ (11,648) | $ 94,355 |
Consolidated Statement of Equ_2
Consolidated Statement of Equity (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Dividends per share/unit (in dollars per share) | $ 0 | $ 0.2000 | $ 0.1970 | $ 0.1970 | $ 0.2000 | $ 0.3940 |
Consolidated Statement of Partn
Consolidated Statement of Partners' Capital - USD ($) $ in Thousands | Total | Common Stock | Non- controlling interests | Additional paid-in capital | Retail Opportunity Investments Partnership L.P. | Retail Opportunity Investments Partnership L.P.Officer | Retail Opportunity Investments Partnership L.P.Limited Partner’s Capital | Retail Opportunity Investments Partnership L.P.Limited Partner’s CapitalOfficer | Retail Opportunity Investments Partnership L.P.ROIC Capital | Retail Opportunity Investments Partnership L.P.ROIC CapitalOfficer | [2] | Retail Opportunity Investments Partnership L.P.Accumulated other comprehensive income (loss) | ||||
Balance (in shares) at Dec. 31, 2018 | 11,477,041 | [1] | 113,992,837 | [2] | ||||||||||||
Balance at Dec. 31, 2018 | $ 1,308,428 | $ 120,214 | [1] | $ 1,184,653 | [2] | $ 3,561 | ||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||||||
OP units issued under the Equity Incentive Plan (in shares) | 445,022 | 445,022 | [2] | |||||||||||||
OP Units issued under the Equity Incentive Plan | $ 0 | $ 0 | 0 | $ 0 | [2] | |||||||||||
OP Units withheld for employee taxes (in shares) | (125,072) | (125,072) | [2] | |||||||||||||
OP Units withheld for employee taxes | (1,986) | (1,986) | (1,986) | $ (1,986) | [2] | |||||||||||
Cancellation of OP Units (in shares) | (999) | (999) | [2] | |||||||||||||
Stock based compensation expense | 1,651 | 1,651 | 1,651 | $ 1,651 | [2] | |||||||||||
Cash redemption of OP Units (in units) | [1] | (70,000) | ||||||||||||||
Cash redemption for non-controlling interests | (1,246) | $ (1,246) | (1,246) | $ (1,246) | [1] | |||||||||||
Adjustment to non-controlling interests ownership in Operating Partnership | (56) | 56 | (56) | [1] | 56 | [2] | ||||||||||
Registration expenditures | (47) | (47) | (47) | (47) | [2] | |||||||||||
Cash distributions | (24,766) | $ 142 | (2,247) | [1] | (22,519) | [2] | $ 142 | |||||||||
Net income attributable to Retail Opportunity Investments Partnership, LP | 14,583 | $ 1,333 | [1] | $ 13,250 | [2] | |||||||||||
Other comprehensive gain (loss) | (2,810) | (2,810) | (2,810) | |||||||||||||
Balance (in shares) at Mar. 31, 2019 | 11,407,041 | [1] | 114,311,788 | [2] | ||||||||||||
Balance at Mar. 31, 2019 | 1,293,949 | $ 117,998 | [1] | $ 1,175,200 | [2] | 751 | ||||||||||
Balance (in shares) at Dec. 31, 2018 | 11,477,041 | [1] | 113,992,837 | [2] | ||||||||||||
Balance at Dec. 31, 2018 | 1,308,428 | $ 120,214 | [1] | $ 1,184,653 | [2] | 3,561 | ||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||||||
Net income attributable to Retail Opportunity Investments Partnership, LP | 22,929 | 22,929 | ||||||||||||||
Balance (in shares) at Jun. 30, 2019 | 11,407,041 | [1] | 114,307,789 | [2] | ||||||||||||
Balance at Jun. 30, 2019 | 1,274,594 | $ 116,233 | [1] | $ 1,162,688 | [2] | (4,327) | ||||||||||
Balance (in shares) at Mar. 31, 2019 | 11,407,041 | [1] | 114,311,788 | [2] | ||||||||||||
Balance at Mar. 31, 2019 | 1,293,949 | $ 117,998 | [1] | $ 1,175,200 | [2] | 751 | ||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||||||
Cancellation of OP Units (in shares) | (3,999) | (3,999) | [2] | |||||||||||||
Stock based compensation expense | 2,239 | 387 | 1,852 | 2,239 | 387 | $ 1,852 | [2] | |||||||||
Adjustment to non-controlling interests ownership in Operating Partnership | (592) | 592 | (592) | [1] | 592 | [2] | ||||||||||
Registration expenditures | (33) | (33) | (33) | (33) | [2] | |||||||||||
Cash distributions | (24,764) | (65) | (2,247) | [1] | $ (74) | (22,517) | [2] | 9 | ||||||||
Net income attributable to Retail Opportunity Investments Partnership, LP | 8,346 | 8,346 | $ 761 | [1] | $ 7,585 | [2] | ||||||||||
Other comprehensive gain (loss) | (5,078) | (5,078) | (5,078) | |||||||||||||
Balance (in shares) at Jun. 30, 2019 | 11,407,041 | [1] | 114,307,789 | [2] | ||||||||||||
Balance at Jun. 30, 2019 | 1,274,594 | $ 116,233 | [1] | $ 1,162,688 | [2] | (4,327) | ||||||||||
Balance (in shares) at Dec. 31, 2019 | 11,051,090 | [1] | 116,496,016 | [2] | ||||||||||||
Balance at Dec. 31, 2019 | 1,291,828 | $ 112,480 | [1] | $ 1,183,480 | [2] | (4,132) | ||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||||||
OP units issued under the Equity Incentive Plan (in shares) | 428,170 | 428,170 | [2] | |||||||||||||
OP Units issued under the Equity Incentive Plan | 0 | 0 | 0 | $ 0 | [2] | |||||||||||
OP Units withheld for employee taxes (in shares) | (128,614) | (128,614) | [2] | |||||||||||||
OP Units withheld for employee taxes | (2,272) | (2,272) | (2,272) | $ (2,272) | [2] | |||||||||||
Cancellation of OP Units (in shares) | (1,000) | (1,000) | [2] | |||||||||||||
Stock based compensation expense | 1,856 | 220 | 1,636 | 1,856 | $ 220 | [1] | $ 1,636 | [2] | ||||||||
Cash redemption of OP Units (in units) | [1] | (116,657) | ||||||||||||||
Cash redemption for non-controlling interests | (1,999) | (1,999) | (1,999) | $ (1,999) | [1] | |||||||||||
Adjustment to non-controlling interests ownership in Operating Partnership | (652) | 652 | (652) | [1] | $ 652 | [2] | ||||||||||
Repurchase of OP units (in shares) | (673,868) | (673,868) | [2] | |||||||||||||
Repurchase of OP Units | (8,846) | (8,846) | $ (8,846) | [2] | ||||||||||||
Registration expenditures | (90) | (90) | (90) | (90) | [2] | |||||||||||
Cash distributions | (25,460) | $ (89) | (2,187) | [1] | $ (33) | [1] | (23,273) | [2] | $ (56) | |||||||
Net income attributable to Retail Opportunity Investments Partnership, LP | 13,136 | $ 1,134 | [1] | $ 12,002 | [2] | |||||||||||
Other comprehensive gain (loss) | $ (8,717) | (8,717) | (8,717) | |||||||||||||
Balance (in shares) at Mar. 31, 2020 | 10,934,433 | [1] | 116,120,704 | [2] | ||||||||||||
Balance at Mar. 31, 2020 | 1,259,347 | $ 108,963 | [1] | $ 1,163,233 | [2] | (12,849) | ||||||||||
Balance (in shares) at Dec. 31, 2019 | 11,051,090 | [1] | 116,496,016 | [2] | ||||||||||||
Balance at Dec. 31, 2019 | 1,291,828 | $ 112,480 | [1] | $ 1,183,480 | [2] | (4,132) | ||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||||||
Equity Redemption of OP Units, Shares | 1,521,833 | 1,521,833 | ||||||||||||||
Redemption of OP Units | $ 15,211 | 15,211 | ||||||||||||||
Repurchase of OP units (in shares) | (673,868) | |||||||||||||||
Repurchase of OP Units | $ (8,800) | |||||||||||||||
Net income attributable to Retail Opportunity Investments Partnership, LP | $ 18,172 | 18,172 | ||||||||||||||
Balance (in shares) at Jun. 30, 2020 | 127,052,638 | 9,412,600 | [1] | 117,640,038 | [2] | |||||||||||
Balance at Jun. 30, 2020 | 1,266,821 | $ 95,292 | [1] | $ 1,184,114 | [2] | (12,585) | ||||||||||
Balance (in shares) at Mar. 31, 2020 | 10,934,433 | [1] | 116,120,704 | [2] | ||||||||||||
Balance at Mar. 31, 2020 | 1,259,347 | $ 108,963 | [1] | $ 1,163,233 | [2] | (12,849) | ||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||||||
Cancellation of OP Units (in shares) | (2,499) | (2,499) | [2] | |||||||||||||
Stock based compensation expense | $ 2,168 | 87 | 2,081 | 2,168 | $ 87 | [1] | $ 2,081 | [2] | ||||||||
Equity Redemption of OP Units, Shares | 1,521,833 | 1,521,833 | 1,521,833 | |||||||||||||
Redemption of OP Units | (15,211) | 15,211 | $ (15,211) | $ 15,211 | ||||||||||||
Adjustment to non-controlling interests ownership in Operating Partnership | 1,064 | (1,064) | 1,064 | [1] | (1,064) | [2] | ||||||||||
Registration expenditures | 6 | $ 6 | 6 | 6 | [2] | |||||||||||
Net income attributable to Retail Opportunity Investments Partnership, LP | 5,036 | 5,036 | $ 389 | [1] | $ 4,647 | [2] | ||||||||||
Other comprehensive gain (loss) | $ 264 | $ (937) | 264 | 264 | ||||||||||||
Balance (in shares) at Jun. 30, 2020 | 127,052,638 | 9,412,600 | [1] | 117,640,038 | [2] | |||||||||||
Balance at Jun. 30, 2020 | $ 1,266,821 | $ 95,292 | [1] | $ 1,184,114 | [2] | $ (12,585) | ||||||||||
[1] | Consists of limited partnership interests held by third parties. | |||||||||||||||
[2] | Consists of general and limited partnership interests held by ROIC. |
Consolidated Statement of Par_2
Consolidated Statement of Partners' Capital (Parentheticals) - $ / shares | 3 Months Ended | ||
Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | |
Retail Opportunity Investments Partnership L.P. | |||
Cash distributions per unit (in dollars per share) | $ 0.2000 | $ 0.1970 | $ 0.1970 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 18,172 | $ 22,929 |
Adjustments to reconcile net income to cash provided by operating activities: | ||
Depreciation and amortization | 48,392 | 49,204 |
Amortization of deferred financing costs and mortgage premiums, net | 1,055 | 1,033 |
Straight-line rent adjustment | (230) | (1,726) |
Amortization of above and below market rent | (8,000) | (9,938) |
Amortization relating to stock based compensation | 4,024 | 3,890 |
Provisions for tenant credit losses | 6,611 | 1,274 |
Other noncash interest expense | 146 | 377 |
Gain on sale of real estate | 0 | (2,818) |
Change in operating assets and liabilities: | ||
Tenant and other receivables | (13,480) | 2,060 |
Prepaid expenses | 1,527 | 2,673 |
Accounts payable and accrued expenses | (4,060) | (1,037) |
Other assets and liabilities, net | (5,191) | (5,540) |
Net cash provided by operating activities | 48,966 | 62,381 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from sale of real estate | 0 | 16,305 |
Improvements to properties | (19,536) | (18,863) |
Proceeds on repayment of mortgage note receivable | 8,000 | 0 |
Net cash used in investing activities | (11,536) | (2,558) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Principal repayments on mortgages | (284) | (273) |
Proceeds from draws on credit facility | 160,000 | 43,000 |
Payments on credit facility | (10,500) | (48,000) |
Redemption of OP Units | (1,999) | (1,246) |
Distributions to OP Unitholders | (2,187) | (4,494) |
Deferred financing and other costs | (5) | 0 |
Repurchase of common stock | (8,846) | 0 |
Registration expenditures | (339) | (65) |
Dividends paid to common shareholders | (23,398) | (45,166) |
Shares withheld for employee taxes | (2,272) | (1,986) |
Net cash provided by (used in) financing activities | 110,170 | (58,230) |
Net increase in cash, cash equivalents and restricted cash | 147,600 | 1,593 |
Cash, cash equivalents and restricted cash at beginning of period | 5,458 | 7,449 |
Cash, cash equivalents and restricted cash at end of period | 153,058 | 9,042 |
Other non-cash investing and financing activities increase (decrease): | ||
Interest rate swap asset | 0 | (4,931) |
Interest rate swap liabilities | 8,600 | 3,335 |
Accrued real estate improvement costs | 2,885 | 2,888 |
Equity Redemption of OP Units | 15,211 | |
Disposition of real estate through issuance of mortgage note | 0 | 13,250 |
Reconciliation of cash, cash equivalents and restricted cash [Abstract] | ||
Cash and cash equivalents | 151,372 | 7,488 |
Total cash, cash equivalents and restricted cash shown in Statements of Cash Flows | 153,058 | 9,042 |
Retail Opportunity Investments Partnership L.P. | ||
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | 18,172 | 22,929 |
Adjustments to reconcile net income to cash provided by operating activities: | ||
Depreciation and amortization | 48,392 | 49,204 |
Amortization of deferred financing costs and mortgage premiums, net | 1,055 | 1,033 |
Straight-line rent adjustment | (230) | (1,726) |
Amortization of above and below market rent | (8,000) | (9,938) |
Amortization relating to stock based compensation | 4,024 | 3,890 |
Provisions for tenant credit losses | 6,611 | 1,274 |
Other noncash interest expense | 146 | 377 |
Gain on sale of real estate | 0 | (2,818) |
Change in operating assets and liabilities: | ||
Tenant and other receivables | (13,480) | 2,060 |
Prepaid expenses | 1,527 | 2,673 |
Accounts payable and accrued expenses | (4,060) | (1,037) |
Other assets and liabilities, net | (5,191) | (5,540) |
Net cash provided by operating activities | 48,966 | 62,381 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from sale of real estate | 0 | 16,305 |
Improvements to properties | (19,536) | (18,863) |
Proceeds on repayment of mortgage note receivable | 8,000 | 0 |
Net cash used in investing activities | (11,536) | (2,558) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Principal repayments on mortgages | (284) | (273) |
Proceeds from draws on credit facility | 160,000 | 43,000 |
Payments on credit facility | (10,500) | (48,000) |
Redemption of OP Units | (1,999) | (1,246) |
Distributions to OP Unitholders | (25,585) | (49,660) |
Deferred financing and other costs | (5) | 0 |
Registration expenditures | (339) | (65) |
Shares withheld for employee taxes | (2,272) | (1,986) |
Net cash provided by (used in) financing activities | 110,170 | (58,230) |
Net increase in cash, cash equivalents and restricted cash | 147,600 | 1,593 |
Cash, cash equivalents and restricted cash at beginning of period | 5,458 | 7,449 |
Cash, cash equivalents and restricted cash at end of period | 153,058 | 9,042 |
Other non-cash investing and financing activities increase (decrease): | ||
Interest rate swap asset | 0 | (4,931) |
Interest rate swap liabilities | 8,600 | 3,335 |
Accrued real estate improvement costs | 2,885 | 2,888 |
Equity Redemption of OP Units | 15,211 | |
Disposition of real estate through issuance of mortgage note | 0 | 13,250 |
Reconciliation of cash, cash equivalents and restricted cash [Abstract] | ||
Cash and cash equivalents | 151,372 | 7,488 |
Total cash, cash equivalents and restricted cash shown in Statements of Cash Flows | $ 153,058 | $ 9,042 |
Organization, Basis of Presenta
Organization, Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Basis of Presentation and Summary of Significant Accounting Policies | Organization, Basis of Presentation and Summary of Significant Accounting Policies Business Retail Opportunity Investments Corp., a Maryland corporation (“ROIC”), is a fully integrated and self-managed real estate investment trust (“REIT”). ROIC specializes in the acquisition, ownership and management of necessity-based community and neighborhood shopping centers on the west coast of the United States anchored by supermarkets and drugstores. ROIC is organized in a traditional umbrella partnership real estate investment trust (“UpREIT”) format pursuant to which Retail Opportunity Investments GP, LLC, its wholly-owned subsidiary, serves as the general partner of, and ROIC conducts substantially all of its business through, its operating partnership subsidiary, Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), together with its subsidiaries. Unless otherwise indicated or unless the context requires otherwise, all references to the “Company”, “we,” “us,” “our,” or “our company” refer to ROIC together with its consolidated subsidiaries, including the Operating Partnership. ROIC’s only material asset is its ownership of direct or indirect partnership interests in the Operating Partnership and membership interest in Retail Opportunity Investments GP, LLC, which is the sole general partner of the Operating Partnership. As a result, ROIC does not conduct business itself, other than acting as the parent company and issuing equity from time to time. The Operating Partnership holds substantially all the assets of the Company and directly or indirectly holds the ownership interests in the Company’s real estate ventures. The Operating Partnership conducts the operations of the Company’s business and is structured as a partnership with no publicly traded equity. Except for net proceeds from equity issuances by ROIC, which are contributed to the Operating Partnership, the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations, by the Operating Partnership’s incurrence of indebtedness (directly and through subsidiaries) or through the issuance of operating partnership units (“OP Units”) of the Operating Partnership. Impact of COVID-19 On March 11, 2020, the novel coronavirus (“COVID-19”) was declared a pandemic (“COVID-19 pandemic”) by the World Health Organization as the disease spread throughout the world. The spread of COVID-19 is having a significant impact on the global economy, the U.S. economy, the economies of the local markets throughout the west coast in which the Company’s properties are located, and the broader financial markets. Nearly every industry has been impacted directly or indirectly, and the U.S. retail market has come under severe pressure due to numerous factors, including preventative measures taken by local, state and federal authorities to alleviate the public health crisis such as mandatory business closures, quarantines, restrictions on travel and social distancing practices. These containment measures, which in certain states and counties were relaxed or lifted for a period of time and subsequently reimposed, are affecting the operations of the Company’s tenant base to varying degrees depending on the category and location of the tenant. For example, grocery stores, pharmacies and retail stores are generally permitted to remain open and operational, restaurants in certain states, such as California and Oregon, are generally limited to take-out and delivery services and outdoor-dining only, and bars, movie theaters, gyms and salons in certain states and counties are generally forced to close indoor operations. There is uncertainty as to the time, date and extent to which these restrictions will be relaxed or lifted, whether restrictions that have been relaxed or lifted will be reimposed, whether businesses of tenants that have closed, either voluntarily or by mandate, will reopen or when customers will re-engage with tenants as they have in the past. Recent Accounting Pronouncements In June 2016, the FASB issued Accounting Standard Update (“ASU”) No. 2016-13 “Financial Instruments - Credit Topics.” ASU No. 2016-13 requires companies to adopt a new approach to estimating credit losses on certain types of financial instruments, such as trade and other receivables and loans. The standard requires entities to estimate a lifetime expected credit loss for most financial instruments, including trade receivables. ASU No. 2016-13 was effective for reporting periods beginning on January 1, 2020. The Company adopted the provisions of ASU No. 2016-13 effective January 1, 2020, noting the pronouncement did not have a material impact on the Company’s consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04 “Reference Rate Reform (Topic 848).” ASU No. 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU No. 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the three months ended March 31, 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. 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 six month periods ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. 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, 2019. 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. The Company has concluded that the Operating Partnership is a VIE, and because they have both the power and the rights to control the Operating Partnership, they are the primary beneficiary and are required to continue to consolidate the Operating Partnership. A non-controlling interest in a consolidated subsidiary is defined as the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent. Non-controlling interests are required to be presented as a separate component of equity in the consolidated balance 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 recoverability of assets to be held and used, purchase price allocations, depreciable lives, revenue recognition and the collectability of tenant receivables, other receivables, notes receivables, the valuation of performance-based restricted stock, LTIP Units, and derivatives. Actual results could differ from these estimates. Federal Income Taxes The Company has elected to qualify as a REIT under Sections 856-860 of the Internal Revenue Code (the “Code”). Under those sections, a REIT that, among other things, distributes at least 90% of its REIT taxable income (determined without regard to the dividends paid deduction and excluding net capital gains) and meets certain other qualifications prescribed by the Code, will not be taxed on that portion of its taxable income that is distributed. Although it may qualify as a REIT for U.S. federal income tax purposes, the Company is subject to state income or franchise taxes in certain states in which some of its properties are located. For all periods from inception through September 26, 2013 the Operating Partnership had been an entity disregarded from its sole owner, ROIC, for U.S. federal income tax purposes and as such had not been subject to U.S. federal income taxes. Effective September 27, 2013, the Operating Partnership issued OP Units in connection with the acquisitions of two shopping centers. Accordingly, the Operating Partnership ceased being a disregarded entity and instead is being treated as a partnership for U.S. federal income tax purposes. The Company follows the FASB guidance that defines a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The FASB also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company records interest and penalties relating to unrecognized tax benefits, if any, as interest expense. As of June 30, 2020, the statute of limitations for the tax years 2016 through and including 2018 remain open for examination by the Internal Revenue Service (“IRS”) and state taxing authorities. ROIC intends to make 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 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. Given the uncertainty of the COVID-19 pandemic’s near and potential long-term impact on the Company’s business, and in order to preserve its liquidity position, the Company has temporarily suspended quarterly dividend distributions. Going forward, the Company’s board of directors will continue to evaluate the Company’s dividend policy. The Company intends to continue to operate its business in a manner that will allow it to qualify as a REIT for U.S. federal income tax requirements. Real Estate Investments All costs related to the improvement or replacement of real estate properties are capitalized. Additions, renovations and improvements that enhance and/or extend the useful life of a property are also capitalized. Expenditures for ordinary maintenance, repairs and improvements that do not materially prolong the normal useful life of an asset are charged to operations as incurred. During the six months ended June 30, 2020 and 2019, capitalized costs related to the improvement or replacement of real estate properties were approximately $19.2 million and $21.1 million, respectively. The Company evaluates each acquisition of real estate to determine if the acquired property meets the definition of a business and needs to be accounted for as a business combination. Under ASU No. 2017-1, the Company first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If this threshold is met, the acquired property does not meet the definition of a business and is accounted for as an asset acquisition. The Company expects that acquisitions of real estate properties will not meet the revised definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets). The Company recognizes the acquisition of real estate properties, including acquired tangible assets (consisting of land, buildings and improvements), and acquired intangible assets and liabilities (consisting of above-market and below-market leases and acquired in-place leases) at their fair value (for acquisitions meeting the definition of a business) and relative fair value (for acquisitions not meeting the definition of a business). The relative fair values used to allocate the cost of an asset acquisition are determined using the same methodologies and assumptions the Company utilizes to determine fair value in a business combination. 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 base rental income, over the terms of the respective leases including option periods, if applicable. The value of in-place leases is 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 expenses transaction costs associated with business combinations and unsuccessful property asset acquisitions in the period incurred and capitalizes transaction costs associated with successful property asset acquisitions. In conjunction with the Company’s pursuit and acquisition of real estate investments, the Company did not expense any acquisition transaction costs during the three and six months ended June 30, 2020 or 2019. Sales of real estate are recognized only when it is determined that the Company will collect substantially all of the consideration to which it is entitled, possession and other attributes of ownership have been transferred to the buyer and the Company has no controlling financial interest. The application of these criteria can be complex and requires the Company to make assumptions. Management has determined that all of these criteria were met for all real estate sold during the periods presented. 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. As discussed above, as a result of the COVID-19 pandemic, certain of the Company’s tenants may be unable to operate their businesses, maintain profitability and make timely rental payments to the Company under their leases. Accordingly, the worsening of estimated future cash flows could result in the recognition of an impairment charge on certain of the Company’s long-lived assets. Management does not believe that the value of any of the Company’s real estate investments was impaired at June 30, 2020 or December 31, 2019. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed the federally insured limit by the Federal Deposit Insurance Corporation. The Company has not experienced any losses related to these balances. Restricted Cash The terms of the Company’s mortgage loans payable may require the Company to deposit certain replacement and other reserves with its lenders. Such “restricted cash” is generally available only for property-level requirements for which the reserves have been established and is not available to fund other property-level or Company-level obligations. 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 and lease incentive amortization when possession or control of the space is turned over to the tenant for tenant work to begin. Minimum rental income from leases with scheduled rent increases is recognized on a straight-line basis over the lease term. Percentage rent is recognized when a specific tenant’s sales breakpoint is achieved. Each lease agreement is evaluated to identify the lease and nonlease components at lease inception. The Company combines lease and non-lease components into a single lease component presentation if (i) the timing and pattern of the revenue recognition of the combined single lease component is the same, and (ii) the related lease component and, the combined single lease component would be classified as an operating lease. As a result of this assessment, rental revenues and tenant recoveries from the lease of real estate assets are accounted for as a single component. Lease incentives are amortized as a reduction of rental revenue over the respective tenant lease terms. Termination fees (included in Other income in the consolidated statements of operations and comprehensive income) are fees that the Company has agreed to accept in consideration for permitting certain tenants to terminate their lease prior to the contractual expiration date. The Company recognizes termination fees when the following conditions are met: (a) the termination agreement is executed; (b) the termination fee is determinable; (c) all landlord services pursuant to the terminated lease have been rendered; and (d) collectability of substantially all of the termination fee is probable. Interest income is recognized as it is earned. Gains or losses on disposition of properties are recorded when the criteria for recognizing such gains or losses have been met. The Company must make estimates as to the collectability of its accounts receivable related to base rent, straight-line rent, expense reimbursements and other revenues. Management analyzes accounts receivable by considering tenant creditworthiness, current economic trends, including the impact of the COVID-19 pandemic on tenants’ businesses, 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 June 30, 2020 and December 31, 2019 was approximately $14.8 million and $8.2 million, respectively. During the three months ended June 30, 2020, the Company experienced a higher rate of projected uncollectible rental revenue driven by changes in expectations of collectability for certain tenants given the anticipated impact of the COVID-19 pandemic to such tenants. Additionally, certain tenants experiencing economic difficulties during this pandemic have sought and may continue to seek current and future rent relief, which may be provided in the form of rent deferrals or rent abatement, among other possible agreements. Under ASC 842, “Leases,” subsequent changes to lease payments that are not stipulated in the original lease contract are generally accounted for as lease modifications. Due to the number of lease contracts that would require analysis to determine, on a lease by lease basis, whether such a concession is required to be accounted for as a lease modification, the FASB staff provided clarity as to an acceptable approach to accounting for lease concessions related to the effects of the COVID-19 pandemic. The FASB staff provided guidance that it would be acceptable for entities to make an election to account for lease concessions related to the effects of the COVID-19 pandemic consistent with how those concessions would be accounted for under ASC 842 as though enforceable rights and obligations for those concessions existed in the existing lease contract, as long as the concession does not result in a substantial increase in the rights of the lessor or the obligations of the lessee, thereby not requiring entities to apply lease modification guidance to those contracts. The Company has elected to not account for such COVID-19 concessions as lease modifications. The Company has entered into lease modifications that deferred approximately 4.3% of base rent contracted for the three months ended June 30, 2020. The Company has evaluated and continues to evaluate rent relief requests on a case-by-case basis. Not all tenants requests have resulted or will ultimately result in modification agreements, nor is the Company foregoing its contractual rights under its lease agreements. Depreciation and Amortization The Company uses the straight-line method for depreciation and amortization. Buildings are depreciated over estimated useful lives which the Company estimates to be 39-40 years. Property improvements are depreciated over estimated useful lives that range from 10 to 20 years. Furniture and fixtures are depreciated over estimated useful lives that range from 3 to 10 years. Tenant improvements are amortized over the shorter of the life of the related leases or their useful life. Deferred Leasing Costs Costs incurred in obtaining tenant leases (principally leasing commissions and acquired lease origination costs) are amortized ratably over the life of the tenant leases. The amortization of deferred leasing costs is included in Depreciation and amortization in the consolidated statements of operations and comprehensive income. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and tenant receivables. The Company places its cash and cash equivalents in excess of insured amounts with high quality financial institutions. The Company performs ongoing credit evaluations of its tenants and requires tenants to provide security deposits. Earnings Per Share Basic earnings per share (“EPS”) excludes the impact of dilutive shares and is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue shares of common stock were exercised or converted into shares of common stock and then shared in the earnings of the Company. For the three and six months ended June 30, 2020 and 2019, 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 and LTIP Units outstanding under the Equity Incentive Plan described in Note 6 are excluded from the basic EPS calculation, as these units are not participating securities until they vest. The following table sets forth the reconciliation between basic and diluted EPS for ROIC (in thousands, except share data): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Numerator: Net income $ 5,036 $ 8,346 $ 18,172 $ 22,929 Less income attributable to non-controlling interests (389) (761) (1,523) (2,094) Less earnings allocated to unvested shares — (113) (127) (227) Net income available for common stockholders, basic $ 4,647 $ 7,472 $ 16,522 $ 20,608 Numerator: Net income $ 5,036 $ 8,346 $ 18,172 $ 22,929 Less earnings allocated to unvested shares — (113) (127) (227) Net income available for common stockholders, diluted $ 5,036 $ 8,233 $ 18,045 $ 22,702 Denominator: Denominator for basic EPS – weighted average common equivalent shares 116,374,154 113,680,670 116,172,307 113,680,670 OP units 10,000,754 11,407,041 10,488,877 11,426,378 Performance-based restricted stock awards and LTIP Units 173,127 273,996 213,320 255,574 Stock options — 96,525 4,352 95,491 Denominator for diluted EPS – weighted average common equivalent shares 126,548,035 125,458,232 126,878,856 125,458,113 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 June 30, Six Months Ended June 30, 2020 2019 2020 2019 Numerator: Net income $ 5,036 $ 8,346 $ 18,172 $ 22,929 Less earnings allocated to unvested shares — (113) (127) (227) Net income available to unitholders, basic and diluted $ 5,036 $ 8,233 $ 18,045 $ 22,702 Denominator: Denominator for basic earnings per unit – weighted average common equivalent units 126,374,908 125,087,711 126,661,184 125,107,048 Performance-based restricted stock awards and LTIP Units 173,127 273,996 213,320 255,574 Stock options — 96,525 4,352 95,491 Denominator for diluted earnings per unit – weighted average common equivalent units 126,548,035 125,458,232 126,878,856 125,458,113 Stock-Based Compensation The Company has a stock-based employee compensation plan, which is more fully described in Note 6. The Company accounts for its stock-based compensation plan based on the FASB guidance which requires that compensation expense be recognized based on the fair value of the stock awards less forfeitures. Restricted stock grants vest based upon the completion of a service period (“time-based restricted stock grants”) and/or the Company meeting certain pre-established operational performance goals and market-indexed financial performance criteria (“performance-based restricted stock grants”). Time-based grants are valued according to the market price for the Company’s common stock at the date of grant. For performance-based restricted stock grants subject to market-indexed performance criteria, a Monte Carlo valuation model is used, taking into account the underlying contingency risks associated with the performance criteria. All other performance-based restricted stock grants are valued according to the market price of the Company’s common stock at the date of grant. It is the Company’s policy to grant options with an exercise price equal to the quoted closing market price of stock on the grant date. The Company has made certain separate awards in the form of units of limited partnership interests in its Operating Partnership called LTIP Units. The LTIP Units are subject to such conditions and restrictions as the compensation committee may determine, including continued employment or service, achievement of pre-established operational performance goals and market-indexed performance criteria. For the LTIP Units subject to market-indexed performance criteria (the “marked-indexed LTIP Units”), a Monte Carlo valuation model is used, taking into account the underlying contingency risks associated with the performance criteria. All other LTIP Units (the “operational LTIP Units”) are valued according to the market price of the Company’s common stock at the date of grant. Awards of stock options, time-based restricted stock grants, performance-based restricted stock subject to operational performance goals and operational LTIP Units are expensed as compensation on a straight-line basis over the requisite service period. Awards of performance-based restricted stock subject to marked-indexed performance criteria and market-indexed LTIP Units are expensed as compensation under the accelerated attribution method and are recognized in income regardless of the results of the performance criteria. Derivatives The Company records all derivatives on the balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the inte |
Tenant Leases
Tenant Leases | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Tenant Leases | 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 June 30, 2020 are summarized as follows (in thousands): Minimum Rents Remaining 2020 $ 101,601 2021 191,593 2022 167,336 2023 138,572 2024 107,532 Thereafter 426,930 Total minimum lease payments $ 1,133,564 |
Mortgage Notes Payable, Credit
Mortgage Notes Payable, Credit Facilities and Senior Notes | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Mortgage Notes Payable, Credit Facilities and Senior Notes | 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, unsecured revolving credit facility, carve-out guarantees on property-level debt, and the Senior Notes. Costs incurred in obtaining long-term financing are amortized ratably over the related debt agreement. The amortization of deferred financing costs is included in Interest expense and other finance expenses in the consolidated statements of operations and comprehensive income. Mortgage Notes Payable The mortgage notes payable collateralized by respective properties and assignment of leases at June 30, 2020 and December 31, 2019, respectively, were as follows (in thousands): Property Maturity Date Interest Rate June 30, 2020 December 31, 2019 Casitas Plaza Shopping Center June 2022 5.320 % $ 6,919 $ 7,001 Riverstone Marketplace July 2022 4.960 % 17,454 17,656 Fullerton Crossroads April 2024 4.728 % 26,000 26,000 Diamond Hills Plaza October 2025 3.550 % 35,500 35,500 $ 85,873 $ 86,157 Mortgage premiums 1,353 1,594 Net unamortized deferred financing costs (206) (228) Total mortgage notes payable $ 87,020 $ 87,523 Term Loan and Credit Facility The carrying values of the Company’s term loan (the “term loan”) were as follows (in thousands): June 30, 2020 December 31, 2019 Term loan $ 300,000 $ 300,000 Net unamortized deferred financing costs (1,505) (1,670) Term loan $ 298,495 $ 298,330 The Company has an unsecured term loan agreement with several banks under which the lenders agreed to provide a $300.0 million unsecured term loan facility. Effective December 20, 2019, the Company entered into the First Amendment to First Amended and Restated Term Loan Agreement (as amended, the “Term Loan Agreement”) pursuant to which the maturity date of the term loan was extended from September 8, 2022 to January 20, 2025, without further options for extension. 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. Borrowings under the Term Loan Agreement 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 U.S. 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 carrying values of the Company’s unsecured revolving credit facility were as follows (in thousands): June 30, 2020 December 31, 2019 Credit facility $ 233,500 $ 84,000 Net unamortized deferred financing costs (2,867) (3,257) Credit facility $ 230,633 $ 80,743 The Operating Partnership has an unsecured revolving credit facility with several banks. Effective December 20, 2019, the Company entered into the First Amendment to Second Amended and Restated Credit Agreement (as amended, the “Credit Facility Agreement”) pursuant to which the borrowing capacity under the credit facility is $600.0 million and the maturity date of the credit facility was extended from September 8, 2021 to February 20, 2024, with two six KeyBank National Association as its “prime rate,” and (c) the Eurodollar Rate plus 0.90%. Additionally, the Operating Partnership is obligated to pay a facility fee at a rate based on the credit rating level of the Company, currently 0.20%, and a fronting fee at a rate of 0.125% per year with respect to each letter of credit issued under the Credit Facility Agreement. The Company has investment grade credit ratings from Moody’s Investors Service (Baa2) and Standard & Poor’s Ratings Services (BBB-). As of June 30, 2020, $300.0 million and $233.5 million were outstanding under the term loan and credit facility, respectively. The weighted average interest rate on the term loan during the three and six months ended June 30, 2020 was 1.5% and 2.1%, respectively. As discussed in Note 8 of the accompanying financial statements, the Company uses interest rate swaps to manage its interest rate risk and accordingly, the swapped interest rate on the term loan is 3.0%. The weighted average interest rate on the credit facility during the three and six months ended June 30, 2020 was 1.4% and 1.7%, respectively. The Company had no available borrowings under the term loan at June 30, 2020. The Company had $366.5 million available to borrow under the credit facility at June 30, 2020. Senior Notes Due 2027 The carrying value of the Company’s unsecured Senior Notes Due 2027 is as follows (in thousands): June 30, 2020 December 31, 2019 Principal amount $ 250,000 $ 250,000 Net unamortized deferred financing costs (935) (998) Senior Notes Due 2027 $ 249,065 $ 249,002 On November 10, 2017, the Operating Partnership entered into a Note Purchase Agreement which provided for the issuance of $250.0 million principal amount of 4.19% Senior Notes Due 2027 (the “Senior Notes Due 2027”) in a private placement effective December 15, 2017. The Senior Notes Due 2027 pay interest on June 15 and December 15 of each year, commencing on June 15, 2018, and mature on December 15, 2027, unless prepaid earlier by the Operating Partnership. The Operating Partnership’s performance of the obligations under the Note Purchase Agreement, including the payment of any outstanding indebtedness thereunder, are guaranteed, jointly and severally, by ROIC. The net proceeds were used to reduce borrowings under the credit facility. Senior Notes Due 2026 The carrying value of the Company’s unsecured Senior Notes Due 2026 is as follows (in thousands): June 30, 2020 December 31, 2019 Principal amount $ 200,000 $ 200,000 Net unamortized deferred financing costs (177) (191) Senior Notes Due 2026 $ 199,823 $ 199,809 On July 26, 2016, the Operating Partnership entered into a Note Purchase Agreement, as amended, which provided for the issuance of $200.0 million principal amount of 3.95% Senior Notes Due 2026 (the “Senior Notes Due 2026”) in a private placement effective September 22, 2016. The Senior Notes Due 2026 pay interest on March 22 and September 22 of each year, commencing on March 22, 2017, and mature on September 22, 2026, unless prepaid earlier by the Operating Partnership. The Operating Partnership’s performance of the obligations under the Note Purchase Agreement, including the payment of any outstanding indebtedness thereunder, are guaranteed, jointly and severally, by ROIC. Senior Notes Due 2024 The carrying value of the Company’s unsecured Senior Notes Due 2024 is as follows (in thousands): June 30, 2020 December 31, 2019 Principal amount $ 250,000 $ 250,000 Unamortized debt discount (1,737) (1,912) Net unamortized deferred financing costs (983) (1,094) Senior Notes Due 2024 $ 247,280 $ 246,994 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). Senior Notes Due 2023 The carrying value of the Company’s unsecured Senior Notes Due 2023 is as follows (in thousands): June 30, 2020 December 31, 2019 Principal amount $ 250,000 $ 250,000 Unamortized debt discount (1,695) (1,915) Net unamortized deferred financing costs (909) (1,040) Senior Notes Due 2023 $ 247,396 $ 247,045 |
Preferred Stock of ROIC
Preferred Stock of ROIC | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Preferred Stock of ROIC | Preferred Stock of ROICROIC 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 June 30, 2020 and December 31, 2019, there were no shares of preferred stock outstanding. |
Common Stock of ROIC
Common Stock of ROIC | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Common Stock of ROIC | Common Stock of ROIC ATM On February 20, 2020, the ROIC entered into an “at the market” sales agreement (the “Sales Agreement”) with each of (i) KeyBanc Capital Markets Inc., BTIG, LLC, BMO Capital Markets Corp., BofA Securities, Inc., Capital One Securities, Inc., Citigroup Global Markets Inc., Jefferies LLC, J.P. Morgan Securities LLC, Raymond James & Associates, Inc., Regions Securities LLC, Robert W. Baird & Co. Incorporated and Wells Fargo Securities, LLC (collectively, the “Agents”) and (ii) the Forward Purchasers (as defined below), pursuant to which ROIC may sell, from time to time, shares (any such shares, the “Primary Shares”) of ROIC’s common stock, par value $0.0001 per share (“Common Stock”), to or through the Agents and instruct certain of the Agents, acting as forward sellers (the “Forward Sellers”), to offer and sell borrowed shares (any such shares, “Forward Hedge Shares,” and collectively with the Primary Shares, the “Shares”) with the Shares to be sold under the Sales Agreement having an aggregate offering price of up to $500.0 million. Additionally, ROIC simultaneously terminated the sales agreements with Capital One Securities, Inc., Jefferies LLC, KeyBanc Capital Markets Inc., Raymond James & Associates, Inc. and Robert W. Baird & Co. Incorporated, dated as of May 1, 2018 and as amended on April 29, 2019, which ROIC entered into in connection with its prior “at the market” offering. The Sales Agreement contemplates that, in addition to the issuance and sale of Primary Shares to or through the Agents as principal or its sales agents, ROIC may enter into separate forward sale agreements with any of KeyBanc Capital Markets Inc., BMO Capital Markets Corp., BofA Securities, Inc., Citigroup Global Markets Inc., Jefferies LLC, J.P. Morgan Securities LLC, Raymond James & Associates, Inc. and Wells Fargo Securities, LLC or their respective affiliates (in such capacity, the “Forward Purchasers”). If ROIC enters into a forward sale agreement with any Forward Purchaser, ROIC expects that such Forward Purchaser or its affiliate will borrow from third parties and, through the relevant Forward Seller, sell a number of Forward Hedge Shares equal to the number of shares of Common Stock underlying the particular forward sale agreement, in accordance with the mutually accepted instructions related to such forward sale agreement. ROIC will not initially receive any proceeds from any sale of Forward Hedge Shares through a Forward Seller. ROIC expects to fully physically settle each particular forward sale agreement with the relevant Forward Purchaser on one or more dates specified by ROIC on or prior to the maturity date of that particular forward sale agreement by issuing shares of Common Stock (the “Confirmation Shares”), in which case ROIC expects to receive aggregate net cash proceeds at settlement equal to the number of shares of Common Stock underlying the particular forward sale agreement multiplied by the relevant forward sale price. However, ROIC may also elect to cash settle or net share settle a particular forward sale agreement, in which case ROIC may not receive any proceeds from the issuance of shares of Common Stock, and ROIC will instead receive or pay cash (in the case of cash settlement) or receive or deliver shares of Common Stock (in the case of net share settlement). During the six months ended June 30, 2020, ROIC did not sell any shares under the Sales Agreement. 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 six months ended June 30, 2020, the Company repurchased 673,868 shares of common stock under this program with a principal amount of approximately $8.8 million. |
Stock Compensation for ROIC
Stock Compensation for ROIC | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock Compensation for ROIC | 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 2018, the Company adopted the Company’s Amended and Restated 2009 Equity Incentive Plan (the “Equity Incentive Plan”). The types of awards that may be granted under the Equity Incentive Plan include stock options, restricted shares, share appreciation rights, phantom shares, dividend equivalent rights and other equity-based awards. The Equity Incentive Plan has a fungible unit system that counts the number of shares of the Company’s common stock used in the issuance of full-value awards, such as restricted shares and LTIP Units, differently than the number of shares of common stock used in the issuance of stock options. A total of 22,500,000 Fungible Units (as defined in the Equity Incentive Plan) are reserved for grant under the Equity Incentive Plan and the Fungible Unit-to-full-value award conversion ratio is 6.25 to 1.0. The Equity Incentive Plan will expire on April 25, 2028. The Company has made certain awards in the form of a separate series of units of limited partnership interests in its Operating Partnership called LTIP Units, which can be granted either as free-standing awards or in tandem with other awards under the Equity Incentive Plan. The LTIP Units are subject to such conditions and restrictions as the compensation committee may determine, including continued employment or service, achievement of pre-established operational performance goals and market-indexed performance criteria. Upon the occurrence of specified events and subject to the satisfaction of applicable vesting conditions, LTIP Units (after conversion into OP Units, in accordance with the Partnership Agreement) are ultimately redeemable for cash or for unregistered shares of ROIC common stock, at the option of ROIC, on a one-for-one basis. Restricted Stock During the six months ended June 30, 2020, ROIC awarded 566,350 shares of restricted common stock under the Equity Incentive Plan, of which 192,238 shares are performance-based grants and the remainder of the shares are time-based grants. The performance-based grants vest based on both pre-defined operational and market-indexed performance criteria with a vesting date on January 1, 2023. A summary of the status of ROIC’s non-vested restricted stock awards as of June 30, 2020, and changes during the six months ended June 30, 2020 are presented below: Shares Weighted Average Grant Date Fair Value Non-vested at December 31, 2019 954,797 $ 16.55 Granted 566,350 $ 17.21 Vested (372,061) $ 18.59 Forfeited (98,916) $ 14.27 Non-vested at June 30, 2020 1,050,170 $ 16.39 LTIP Units As of June 30, 2020, there remained 187,279 LTIP Units outstanding under the Equity Incentive Plan, issued at a weighted average grant date fair value of $16.27. |
Capital of the Operating Partne
Capital of the Operating Partnership | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Capital of the Operating Partnership | Capital of the Operating Partnership As of June 30, 2020, the Operating Partnership had 127,052,638 OP Units outstanding. ROIC owned an approximate 92.6% partnership interest in the Operating Partnership at June 30, 2020, or 117,640,038 OP Units. The remaining 9,412,600 OP Units are owned by other limited partners. A share of ROIC’s common stock and an OP unit have essentially the same economic characteristics as they share equally in the total net income or loss and distributions of the Operating Partnership. As of June 30, 2020, subject to certain exceptions, holders are able to redeem their OP Units, at the option of ROIC, for cash or for unregistered 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. During the six months ended June 30, 2020, ROIC received notices of redemption for a total of 1,638,490 OP Units. ROIC elected to redeem 116,657 OP Units in cash, and accordingly, a total of approximately $2.0 million was paid during the six months ended June 30, 2020 to the holder of the respective OP Units. In accordance with the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, the redemption value was calculated based on the average closing price of ROIC’s common stock on the NASDAQ Stock Market for the ten consecutive trading days immediately preceding the date of receipt of the notice of redemption. ROIC elected to redeem the remaining 1,521,833 OP Units for shares of ROIC common stock on a one-for-one basis, and accordingly, 1,521,833 shares of ROIC common stock were issued. The redemption value of outstanding OP Units owned by the limited partners as of June 30, 2020, not including ROIC, had such units been redeemed at June 30, 2020, was approximately $107.0 million, calculated based on the average closing price of ROIC’s common stock on the NASDAQ Stock Market for the ten consecutive trading days immediately preceding June 30, 2020, which amounted to $11.37 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 the redemption of OP Units in either cash or common stock, in the sole discretion of ROIC, are further evaluated in accordance with applicable accounting guidance to determine whether temporary or permanent equity classification on the balance sheet is appropriate. The Company evaluated this guidance, including the ability, in its sole discretion, to settle in unregistered shares of common stock, and determined that the OP Units meet the requirements to qualify for presentation as permanent equity. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows the FASB guidance that defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The guidance applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances. The guidance emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The following disclosures of estimated fair value were determined by management, using available market information and appropriate valuation methodologies as discussed in Note 1. Considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts realizable upon disposition of the financial instruments. The use of different market assumptions or estimation methodologies may have a material effect on the estimated fair value amounts. The carrying values of cash and cash equivalents, restricted cash, tenant and other receivables, deposits, prepaid expenses, other assets, accounts payable and accrued expenses are reasonable estimates of their fair values because of the short-term nature of these instruments. The carrying values of the term loan and credit facility are deemed to be at fair value since the outstanding debt is directly tied to monthly LIBOR contracts. The fair value of the outstanding Senior Notes Due 2027 and Senior Notes Due 2026 at June 30, 2020 was approximately $234.3 million and $186.8 million, respectively, calculated using significant inputs which are not observable in the market. The fair value of the outstanding Senior Notes Due 2024 and Senior Notes Due 2023 at June 30, 2020 was approximately $239.0 million and $259.8 million, respectively, based on inputs not quoted on active markets, but corroborated by market data, or Level 2. Assumed mortgage notes payable were recorded at their fair value at the time they were assumed. The Company’s outstanding mortgage notes payable were estimated to have a fair value of approximately $86.4 million with a weighted average interest rate of 3.9% as of June 30, 2020. These fair value measurements fall within level 3 of the fair value hierarchy. Derivative and Hedging Activities The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The following is a summary of the terms of the Company’s interest rate swaps as of June 30, 2020 (in thousands): Swap Counterparty Notional Amount Effective Date Maturity Date Bank of Montreal $ 100,000 12/29/2017 8/31/2022 U.S. Bank $ 100,000 12/29/2017 8/31/2022 Regions Bank $ 50,000 1/31/2019 8/31/2022 Royal Bank of Canada $ 50,000 1/31/2019 8/31/2022 The changes in the fair value of derivatives that are designated as cash flow hedges are recorded in accumulated other comprehensive income (“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 counterparties’ non-performance risk in the fair value measurements. In adjusting the fair value of its derivative contract for the effect of non-performance risk, the Company considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of June 30, 2020, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative position and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuation in its entirety is classified in Level 2 of the fair value hierarchy. The table below presents the Company’s assets and liabilities measured at fair value on a recurring basis, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands). Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total June 30, 2020: Liabilities Derivative financial instruments $ — $ (12,465) $ — $ (12,465) December 31, 2019: Liabilities Derivative financial instruments $ — $ (3,865) $ — $ (3,865) 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 $5.9 million will be reclassified as a non-cash increase to interest expense. The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the balance sheet as of June 30, 2020 and December 31, 2019, respectively (in thousands): Derivatives designed as hedging instruments Balance sheet location June 30, 2020 Fair Value December 31, 2019 Fair Value Interest rate products Other liabilities $ (12,465) $ (3,865) 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 six months ended June 30, 2020 and 2019, respectively (in thousands). Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Amount of loss recognized in OCI on derivatives $ (961) $ (4,815) $ (10,016) $ (7,423) Amount of loss (gain) reclassified from AOCI into interest $ 1,225 $ (263) $ 1,563 $ (465) |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 Company has signed several ground leases in which the Company is the lessee for the land beneath all or a portion of the buildings for certain properties. As of June 30, 2020, the Company’s weighted average remaining lease term is approximately 37.3 years and the weighted average discount rate used to calculate the Company’s lease liability is approximately 5.2%. Rent expense under the Company’s ground leases was approximately $409,000 and $394,000 for the three months ended June 30, 2020 and 2019, respectively, and approximately $838,000 and $806,000 for the six months ended June 30, 2020 and 2019, respectively. The following table represents a reconciliation of the Company’s undiscounted future minimum lease payments under operating leases to the lease liability as of June 30, 2020 (in thousands): Operating Leases Remaining 2020 $ 644 2021 1,282 2022 1,304 2023 1,330 2024 1,335 Thereafter 32,604 Total undiscounted future minimum lease payments 38,499 Future minimum lease payments, discount (21,006) Lease liability $ 17,493 Tax Protection Agreements In connection with certain acquisitions from September 2013 through March 2017, 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, for a period of 12 years (with respect to Tax Protection Agreements entered into in September 2013) or 10 years (with respect to Tax Protection Agreements entered into from December 2014 through March 2017) from the date of the Tax Protection Agreements. If the Company were to trigger the tax protection provisions under these agreements, the Company would be required to pay damages in the amount of the taxes owed by these limited partners (plus additional damages in the amount of the taxes incurred as a result of such payment). |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsThe 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 both the three months ended June 30, 2020 and 2019, the Company incurred approximately $21,000 of expenses relating to the agreements. For both the six months ended June 30, 2020 and 2019, the Company incurred approximately $42,000 of expenses relating to the agreements. These expenses were included in General and administrative expenses in the accompanying consolidated statements of operations and comprehensive income. |
Organization, Basis of Presen_2
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued Accounting Standard Update (“ASU”) No. 2016-13 “Financial Instruments - Credit Topics.” ASU No. 2016-13 requires companies to adopt a new approach to estimating credit losses on certain types of financial instruments, such as trade and other receivables and loans. The standard requires entities to estimate a lifetime expected credit loss for most financial instruments, including trade receivables. ASU No. 2016-13 was effective for reporting periods beginning on January 1, 2020. The Company adopted the provisions of ASU No. 2016-13 effective January 1, 2020, noting the pronouncement did not have a material impact on the Company’s consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04 “Reference Rate Reform (Topic 848).” ASU No. 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU No. 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the three months ended March 31, 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged |
Principles of Consolidation | 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 six month periods ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. 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, 2019. 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. The Company has concluded that the Operating Partnership is a VIE, and because they have both the power and the rights to control the Operating Partnership, they are the primary beneficiary and are required to continue to consolidate the Operating Partnership. A non-controlling interest in a consolidated subsidiary is defined as the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent. Non-controlling interests are required to be presented as a separate component of equity in the consolidated balance 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 | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the disclosure of contingent assets and liabilities, the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the periods covered by the financial statements. The most significant assumptions and estimates relate to the recoverability of assets to be held and used, purchase price allocations, depreciable lives, revenue recognition and the collectability of tenant receivables, other receivables, notes receivables, the valuation of performance-based restricted stock, LTIP Units, and derivatives. Actual results could differ from these estimates. |
Federal Income Taxes | Federal Income Taxes The Company has elected to qualify as a REIT under Sections 856-860 of the Internal Revenue Code (the “Code”). Under those sections, a REIT that, among other things, distributes at least 90% of its REIT taxable income (determined without regard to the dividends paid deduction and excluding net capital gains) and meets certain other qualifications prescribed by the Code, will not be taxed on that portion of its taxable income that is distributed. Although it may qualify as a REIT for U.S. federal income tax purposes, the Company is subject to state income or franchise taxes in certain states in which some of its properties are located. For all periods from inception through September 26, 2013 the Operating Partnership had been an entity disregarded from its sole owner, ROIC, for U.S. federal income tax purposes and as such had not been subject to U.S. federal income taxes. Effective September 27, 2013, the Operating Partnership issued OP Units in connection with the acquisitions of two shopping centers. Accordingly, the Operating Partnership ceased being a disregarded entity and instead is being treated as a partnership for U.S. federal income tax purposes. The Company follows the FASB guidance that defines a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The FASB also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company records interest and penalties relating to unrecognized tax benefits, if any, as interest expense. As of June 30, 2020, the statute of limitations for the tax years 2016 through and including 2018 remain open for examination by the Internal Revenue Service (“IRS”) and state taxing authorities. |
Real Estate Investments | Real Estate Investments All costs related to the improvement or replacement of real estate properties are capitalized. Additions, renovations and improvements that enhance and/or extend the useful life of a property are also capitalized. Expenditures for ordinary maintenance, repairs and improvements that do not materially prolong the normal useful life of an asset are charged to operations as incurred. During the six months ended June 30, 2020 and 2019, capitalized costs related to the improvement or replacement of real estate properties were approximately $19.2 million and $21.1 million, respectively. The Company evaluates each acquisition of real estate to determine if the acquired property meets the definition of a business and needs to be accounted for as a business combination. Under ASU No. 2017-1, the Company first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If this threshold is met, the acquired property does not meet the definition of a business and is accounted for as an asset acquisition. The Company expects that acquisitions of real estate properties will not meet the revised definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets). The Company recognizes the acquisition of real estate properties, including acquired tangible assets (consisting of land, buildings and improvements), and acquired intangible assets and liabilities (consisting of above-market and below-market leases and acquired in-place leases) at their fair value (for acquisitions meeting the definition of a business) and relative fair value (for acquisitions not meeting the definition of a business). The relative fair values used to allocate the cost of an asset acquisition are determined using the same methodologies and assumptions the Company utilizes to determine fair value in a business combination. 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 base rental income, over the terms of the respective leases including option periods, if applicable. The value of in-place leases is 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. |
Real Estate Investments | Sales of real estate are recognized only when it is determined that the Company will collect substantially all of the consideration to which it is entitled, possession and other attributes of ownership have been transferred to the buyer and the Company has no controlling financial interest. The application of these criteria can be complex and requires the Company to make assumptions. |
Asset Impairment | Asset Impairment |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Restricted Cash | Restricted Cash The terms of the Company’s mortgage loans payable may require the Company to deposit certain replacement and other reserves with its lenders. Such “restricted cash” is generally available only for property-level requirements for which the reserves have been established and is not available to fund other property-level or Company-level obligations. |
Revenue Recognition | 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 and lease incentive amortization when possession or control of the space is turned over to the tenant for tenant work to begin. Minimum rental income from leases with scheduled rent increases is recognized on a straight-line basis over the lease term. Percentage rent is recognized when a specific tenant’s sales breakpoint is achieved. Each lease agreement is evaluated to identify the lease and nonlease components at lease inception. The Company combines lease and non-lease components into a single lease component presentation if (i) the timing and pattern of the revenue recognition of the combined single lease component is the same, and (ii) the related lease component and, the combined single lease component would be classified as an operating lease. As a result of this assessment, rental revenues and tenant recoveries from the lease of real estate assets are accounted for as a single component. Lease incentives are amortized as a reduction of rental revenue over the respective tenant lease terms. Termination fees (included in Other income in the consolidated statements of operations and comprehensive income) are fees that the Company has agreed to accept in consideration for permitting certain tenants to terminate their lease prior to the contractual expiration date. The Company recognizes termination fees when the following conditions are met: (a) the termination agreement is executed; (b) the termination fee is determinable; (c) all landlord services pursuant to the terminated lease have been rendered; and (d) collectability of substantially all of the termination fee is probable. Interest income is recognized as it is earned. Gains or losses on disposition of properties are recorded when the criteria for recognizing such gains or losses have been met. |
Depreciation and Amortization | Depreciation and Amortization The Company uses the straight-line method for depreciation and amortization. Buildings are depreciated over estimated useful lives which the Company estimates to be 39-40 years. Property improvements are depreciated over estimated useful lives that range from 10 to 20 years. Furniture and fixtures are depreciated over estimated useful lives that range from 3 to 10 years. Tenant improvements are amortized over the shorter of the life of the related leases or their useful life. |
Deferred Leasing | Costs incurred in obtaining tenant leases (principally leasing commissions and acquired lease origination costs) are amortized ratably over the life of the tenant leases. The amortization of deferred leasing costs is included in Depreciation and amortization in the consolidated statements of operations and comprehensive income. |
Concentration Credit Risk | 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 | 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. For the three and six months ended June 30, 2020 and 2019, 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 and LTIP Units outstanding under the Equity Incentive Plan described in Note 6 are excluded from the basic EPS calculation, as these units are not participating securities until they vest. |
Share-Based Compensation | Stock-Based Compensation The Company has a stock-based employee compensation plan, which is more fully described in Note 6. The Company accounts for its stock-based compensation plan based on the FASB guidance which requires that compensation expense be recognized based on the fair value of the stock awards less forfeitures. Restricted stock grants vest based upon the completion of a service period (“time-based restricted stock grants”) and/or the Company meeting certain pre-established operational performance goals and market-indexed financial performance criteria (“performance-based restricted stock grants”). Time-based grants are valued according to the market price for the Company’s common stock at the date of grant. For performance-based restricted stock grants subject to market-indexed performance criteria, a Monte Carlo valuation model is used, taking into account the underlying contingency risks associated with the performance criteria. All other performance-based restricted stock grants are valued according to the market price of the Company’s common stock at the date of grant. It is the Company’s policy to grant options with an exercise price equal to the quoted closing market price of stock on the grant date. The Company has made certain separate awards in the form of units of limited partnership interests in its Operating Partnership called LTIP Units. The LTIP Units are subject to such conditions and restrictions as the compensation committee may determine, including continued employment or service, achievement of pre-established operational performance goals and market-indexed performance criteria. For the LTIP Units subject to market-indexed performance criteria (the “marked-indexed LTIP Units”), a Monte Carlo valuation model is used, taking into account the underlying contingency risks associated with the performance criteria. All other LTIP Units (the “operational LTIP Units”) are valued according to the market price of the Company’s common stock at the date of grant. |
Derivatives | 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. |
Segment Reporting | 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. |
Organization, Basis of Presen_3
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the reconciliation between basic and diluted EPS for ROIC (in thousands, except share data): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Numerator: Net income $ 5,036 $ 8,346 $ 18,172 $ 22,929 Less income attributable to non-controlling interests (389) (761) (1,523) (2,094) Less earnings allocated to unvested shares — (113) (127) (227) Net income available for common stockholders, basic $ 4,647 $ 7,472 $ 16,522 $ 20,608 Numerator: Net income $ 5,036 $ 8,346 $ 18,172 $ 22,929 Less earnings allocated to unvested shares — (113) (127) (227) Net income available for common stockholders, diluted $ 5,036 $ 8,233 $ 18,045 $ 22,702 Denominator: Denominator for basic EPS – weighted average common equivalent shares 116,374,154 113,680,670 116,172,307 113,680,670 OP units 10,000,754 11,407,041 10,488,877 11,426,378 Performance-based restricted stock awards and LTIP Units 173,127 273,996 213,320 255,574 Stock options — 96,525 4,352 95,491 Denominator for diluted EPS – weighted average common equivalent shares 126,548,035 125,458,232 126,878,856 125,458,113 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 June 30, Six Months Ended June 30, 2020 2019 2020 2019 Numerator: Net income $ 5,036 $ 8,346 $ 18,172 $ 22,929 Less earnings allocated to unvested shares — (113) (127) (227) Net income available to unitholders, basic and diluted $ 5,036 $ 8,233 $ 18,045 $ 22,702 Denominator: Denominator for basic earnings per unit – weighted average common equivalent units 126,374,908 125,087,711 126,661,184 125,107,048 Performance-based restricted stock awards and LTIP Units 173,127 273,996 213,320 255,574 Stock options — 96,525 4,352 95,491 Denominator for diluted earnings per unit – weighted average common equivalent units 126,548,035 125,458,232 126,878,856 125,458,113 |
Tenant Leases (Tables)
Tenant Leases (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Future minimum rents to be received under non-cancellable leases | Future minimum rents to be received under non-cancellable leases as of June 30, 2020 are summarized as follows (in thousands): Minimum Rents Remaining 2020 $ 101,601 2021 191,593 2022 167,336 2023 138,572 2024 107,532 Thereafter 426,930 Total minimum lease payments $ 1,133,564 |
Mortgage Notes Payable, Credi_2
Mortgage Notes Payable, Credit Facilities and Senior Notes (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The mortgage notes payable collateralized by respective properties and assignment of leases at June 30, 2020 and December 31, 2019, respectively, were as follows (in thousands): Property Maturity Date Interest Rate June 30, 2020 December 31, 2019 Casitas Plaza Shopping Center June 2022 5.320 % $ 6,919 $ 7,001 Riverstone Marketplace July 2022 4.960 % 17,454 17,656 Fullerton Crossroads April 2024 4.728 % 26,000 26,000 Diamond Hills Plaza October 2025 3.550 % 35,500 35,500 $ 85,873 $ 86,157 Mortgage premiums 1,353 1,594 Net unamortized deferred financing costs (206) (228) Total mortgage notes payable $ 87,020 $ 87,523 |
Schedule of Long-term Debt Instruments | The carrying values of the Company’s term loan (the “term loan”) were as follows (in thousands): June 30, 2020 December 31, 2019 Term loan $ 300,000 $ 300,000 Net unamortized deferred financing costs (1,505) (1,670) Term loan $ 298,495 $ 298,330 |
Schedule of Long-term Debt Instruments | The carrying values of the Company’s unsecured revolving credit facility were as follows (in thousands): June 30, 2020 December 31, 2019 Credit facility $ 233,500 $ 84,000 Net unamortized deferred financing costs (2,867) (3,257) Credit facility $ 230,633 $ 80,743 |
Schedule of Long-term Debt Instruments | The carrying value of the Company’s unsecured Senior Notes Due 2027 is as follows (in thousands): June 30, 2020 December 31, 2019 Principal amount $ 250,000 $ 250,000 Net unamortized deferred financing costs (935) (998) Senior Notes Due 2027 $ 249,065 $ 249,002 |
Schedule of Long-term Debt Instruments | The carrying value of the Company’s unsecured Senior Notes Due 2026 is as follows (in thousands): June 30, 2020 December 31, 2019 Principal amount $ 200,000 $ 200,000 Net unamortized deferred financing costs (177) (191) Senior Notes Due 2026 $ 199,823 $ 199,809 |
Schedule of Long-term Debt Instruments | The carrying value of the Company’s unsecured Senior Notes Due 2024 is as follows (in thousands): June 30, 2020 December 31, 2019 Principal amount $ 250,000 $ 250,000 Unamortized debt discount (1,737) (1,912) Net unamortized deferred financing costs (983) (1,094) Senior Notes Due 2024 $ 247,280 $ 246,994 |
Schedule of Long-term Debt Instruments | The carrying value of the Company’s unsecured Senior Notes Due 2023 is as follows (in thousands): June 30, 2020 December 31, 2019 Principal amount $ 250,000 $ 250,000 Unamortized debt discount (1,695) (1,915) Net unamortized deferred financing costs (909) (1,040) Senior Notes Due 2023 $ 247,396 $ 247,045 |
Stock Compensation for ROIC (Ta
Stock Compensation for ROIC (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Nonvested Restricted Stock Units Activity | A summary of the status of ROIC’s non-vested restricted stock awards as of June 30, 2020, and changes during the six months ended June 30, 2020 are presented below: Shares Weighted Average Grant Date Fair Value Non-vested at December 31, 2019 954,797 $ 16.55 Granted 566,350 $ 17.21 Vested (372,061) $ 18.59 Forfeited (98,916) $ 14.27 Non-vested at June 30, 2020 1,050,170 $ 16.39 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of summary of the terms of the Company’s interest rate swaps | The following is a summary of the terms of the Company’s interest rate swaps as of June 30, 2020 (in thousands): Swap Counterparty Notional Amount Effective Date Maturity Date Bank of Montreal $ 100,000 12/29/2017 8/31/2022 U.S. Bank $ 100,000 12/29/2017 8/31/2022 Regions Bank $ 50,000 1/31/2019 8/31/2022 Royal Bank of Canada $ 50,000 1/31/2019 8/31/2022 |
Company’s assets and liabilities measured at fair value on a recurring basis | The table below presents the Company’s assets and liabilities measured at fair value on a recurring basis, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands). Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total June 30, 2020: Liabilities Derivative financial instruments $ — $ (12,465) $ — $ (12,465) December 31, 2019: Liabilities Derivative financial instruments $ — $ (3,865) $ — $ (3,865) |
Schedule of Company’s derivative financial instruments as well as their classification on the balance sheet | The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the balance sheet as of June 30, 2020 and December 31, 2019, respectively (in thousands): Derivatives designed as hedging instruments Balance sheet location June 30, 2020 Fair Value December 31, 2019 Fair Value Interest rate products Other liabilities $ (12,465) $ (3,865) |
Details the location in the financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges | 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 six months ended June 30, 2020 and 2019, respectively (in thousands). Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Amount of loss recognized in OCI on derivatives $ (961) $ (4,815) $ (10,016) $ (7,423) Amount of loss (gain) reclassified from AOCI into interest $ 1,225 $ (263) $ 1,563 $ (465) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lessee, Operating Lease, Liability, Maturity | The following table represents a reconciliation of the Company’s undiscounted future minimum lease payments under operating leases to the lease liability as of June 30, 2020 (in thousands): Operating Leases Remaining 2020 $ 644 2021 1,282 2022 1,304 2023 1,330 2024 1,335 Thereafter 32,604 Total undiscounted future minimum lease payments 38,499 Future minimum lease payments, discount (21,006) Lease liability $ 17,493 |
Organization, Basis of Presen_4
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details Textual) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020USD ($) | Jun. 30, 2020USD ($)segment | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | |
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Taxable income minimum distribution portion not subject to federal taxation (in percentage) | 90.00% | 90.00% | ||
Real estate improvements | $ 19,200,000 | $ 21,100,000 | ||
Acquisition costs | 0 | $ 0 | ||
Allowance for doubtful accounts receivable | $ 14,800,000 | $ 14,800,000 | $ 8,200,000 | |
Lessor, operating lease, lease modification deferral of base rent, percent | 4.30% | |||
Number of segments | segment | 1 | |||
Minimum | Building | ||||
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||
PPE useful life (in years) | 39 years | |||
Minimum | Building Improvements | ||||
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||
PPE useful life (in years) | 10 years | |||
Minimum | Furniture and Fixtures | ||||
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||
PPE useful life (in years) | 3 years | |||
Maximum | Building | ||||
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||
PPE useful life (in years) | 40 years | |||
Maximum | Building Improvements | ||||
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||
PPE useful life (in years) | 20 years | |||
Maximum | Furniture and Fixtures | ||||
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||
PPE useful life (in years) | 10 years |
Organization, Basis of Presen_5
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Reconciliation Between Basic and Diluted EPS) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Numerator: | ||||||
Net income | $ 5,036 | $ 8,346 | $ 18,172 | $ 22,929 | ||
Less income attributable to non-controlling interests | (389) | $ (1,134) | (761) | $ (1,333) | (1,523) | (2,094) |
Less earnings allocated to unvested shares | 0 | (113) | (127) | (227) | ||
Net income available for common stockholders, basic | 4,647 | 7,472 | 16,522 | 20,608 | ||
Less earnings allocated to unvested shares | 0 | (113) | (127) | (227) | ||
Net income available for common stockholders, diluted | $ 5,036 | $ 8,233 | $ 18,045 | $ 22,702 | ||
Denominator: | ||||||
Denominator for basic EPS – weighted average common equivalent shares (in shares) | 116,374,154 | 113,680,670 | 116,172,307 | 113,680,670 | ||
Denominator for diluted EPS – weighted average common equivalent shares (in shares) | 126,548,035 | 125,458,232 | 126,878,856 | 125,458,113 | ||
Retail Opportunity Investments Partnership L.P. | ||||||
Numerator: | ||||||
Net income | $ 5,036 | $ 13,136 | $ 8,346 | $ 14,583 | $ 18,172 | $ 22,929 |
Less earnings allocated to unvested shares | 0 | (113) | (127) | (227) | ||
Net income available to unitholders, basic and diluted | $ 5,036 | $ 8,233 | $ 18,045 | $ 22,702 | ||
Denominator: | ||||||
Denominator for basic EPS – weighted average common equivalent shares (in shares) | 126,374,908 | 125,087,711 | 126,661,184 | 125,107,048 | ||
Denominator for diluted EPS – weighted average common equivalent shares (in shares) | 126,548,035 | 125,458,232 | 126,878,856 | 125,458,113 | ||
OP units | ||||||
Denominator: | ||||||
OP units (in shares) | 10,000,754 | 11,407,041 | 10,488,877 | 11,426,378 | ||
Performance-based restricted stock awards and LTIP Units | ||||||
Denominator: | ||||||
Incremental common shares attributable to dilutive effect of share-based payment arrangements (in shares) | 173,127 | 273,996 | 213,320 | 255,574 | ||
Performance-based restricted stock awards and LTIP Units | Retail Opportunity Investments Partnership L.P. | ||||||
Denominator: | ||||||
Incremental common shares attributable to dilutive effect of share-based payment arrangements (in shares) | 173,127 | 273,996 | 213,320 | 255,574 | ||
Stock options | ||||||
Denominator: | ||||||
Incremental common shares attributable to dilutive effect of share-based payment arrangements (in shares) | 0 | 96,525 | 4,352 | 95,491 | ||
Stock options | Retail Opportunity Investments Partnership L.P. | ||||||
Denominator: | ||||||
Incremental common shares attributable to dilutive effect of share-based payment arrangements (in shares) | 0 | 96,525 | 4,352 | 95,491 |
Tenant Leases Minimum Future Re
Tenant Leases Minimum Future Rentals to be Received under Non-cancellable Leases (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Leases [Abstract] | |
Remaining 2020 | $ 101,601 |
2021 | 191,593 |
2022 | 167,336 |
2023 | 138,572 |
2024 | 107,532 |
Thereafter | 426,930 |
Total minimum lease payments | $ 1,133,564 |
Mortgage Notes Payable, Credi_3
Mortgage Notes Payable, Credit Facilities and Senior Notes (Details Textual) | Dec. 20, 2019USD ($)credit_facility_extension | Jun. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Nov. 10, 2017USD ($) | Jul. 26, 2016USD ($) | Dec. 03, 2014USD ($) | Dec. 09, 2013USD ($) |
Term Loan Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 | ||||
Additional borrowing capacity | 200,000,000 | |||||||
Long term debt | $ 300,000,000 | $ 300,000,000 | ||||||
Interest rate during period (percentage) | 1.50% | 2.10% | ||||||
Debt Instrument, Swapped Interest Rate | 3.00% | |||||||
Remaining borrowing capacity | $ 0 | $ 0 | ||||||
Senior Notes Due 2027 | Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | 250,000,000 | 250,000,000 | 250,000,000 | $ 250,000,000 | ||||
Interest rate (percentage) | 4.19% | |||||||
Senior Notes Due 2026 | Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | 200,000,000 | 200,000,000 | 200,000,000 | $ 200,000,000 | ||||
Interest rate (percentage) | 3.95% | |||||||
Senior Notes Due 2024 | Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | 250,000,000 | 250,000,000 | 250,000,000 | $ 250,000,000 | ||||
Interest rate (percentage) | 4.00% | |||||||
Senior Notes Due 2023 | Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 250,000,000 | $ 250,000,000 | 250,000,000 | $ 250,000,000 | ||||
Interest rate (percentage) | 5.00% | |||||||
Federal Funds Effective Swap Rate | Term Loan Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable rate (percentage) | 0.50% | |||||||
Eurodollar | Term Loan Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable rate (percentage) | 1.00% | |||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 600,000,000 | |||||||
Credit facility, number of extension options | credit_facility_extension | 2 | |||||||
Debt instrument, extension, term | 6 months | |||||||
Commitment fee (percentage) | 0.20% | |||||||
Fronting fee (percentage) | 0.125% | 0.125% | ||||||
Long-term, line of credit | $ 233,500,000 | $ 233,500,000 | $ 84,000,000 | |||||
Line of credit facility, interest rate during the period (percentage) | 1.40% | 1.70% | ||||||
Remaining borrowing capacity | $ 366,500,000 | $ 366,500,000 | ||||||
Revolving Credit Facility | Federal Funds Effective Swap Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable rate (percentage) | 0.50% | |||||||
Revolving Credit Facility | Eurodollar | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable rate (percentage) | 0.90% | |||||||
Revolving Credit Facility | Accordion Feature | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 1,200,000,000 | $ 1,200,000,000 |
Mortgage Notes Payable, Credi_4
Mortgage Notes Payable, Credit Facilities and Senior Notes (Mortgage Notes based on their respective Properties) (Details) - Notes Payable - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Long term debt | $ 85,873 | $ 86,157 |
Mortgage premiums | 1,353 | 1,594 |
Net unamortized deferred financing costs | (206) | (228) |
Total mortgage notes payable | $ 87,020 | 87,523 |
Casitas Plaza Shopping Center | ||
Debt Instrument [Line Items] | ||
Interest rate (percentage) | 5.32% | |
Long term debt | $ 6,919 | 7,001 |
Riverstone Marketplace | ||
Debt Instrument [Line Items] | ||
Interest rate (percentage) | 4.96% | |
Long term debt | $ 17,454 | 17,656 |
Fullerton Crossroads | ||
Debt Instrument [Line Items] | ||
Interest rate (percentage) | 4.728% | |
Long term debt | $ 26,000 | 26,000 |
Diamond Hills Plaza | ||
Debt Instrument [Line Items] | ||
Interest rate (percentage) | 3.55% | |
Long term debt | $ 35,500 | $ 35,500 |
Mortgage Notes Payable, Credi_5
Mortgage Notes Payable, Credit Facilities and Senior Notes (Carrying Value of Debt) (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 20, 2019 | Nov. 10, 2017 | Jul. 26, 2016 | Dec. 03, 2014 | Dec. 09, 2013 |
Debt Instrument [Line Items] | |||||||
Credit facility | $ 230,633,000 | $ 80,743,000 | |||||
Senior Notes | 943,564,000 | 942,850,000 | |||||
Term Loan Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | 300,000,000 | 300,000,000 | $ 300,000,000 | ||||
Net unamortized deferred financing costs | (1,505,000) | (1,670,000) | |||||
Term loan | 298,495,000 | 298,330,000 | |||||
Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility | 233,500,000 | 84,000,000 | |||||
Net unamortized deferred financing costs | (2,867,000) | (3,257,000) | |||||
Credit facility | 230,633,000 | 80,743,000 | |||||
Senior Notes | Senior Notes Due 2027 | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | 250,000,000 | 250,000,000 | $ 250,000,000 | ||||
Net unamortized deferred financing costs | (935,000) | (998,000) | |||||
Senior Notes | 249,065,000 | 249,002,000 | |||||
Senior Notes | Senior Notes Due 2026 | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | 200,000,000 | 200,000,000 | $ 200,000,000 | ||||
Net unamortized deferred financing costs | (177,000) | (191,000) | |||||
Senior Notes | 199,823,000 | 199,809,000 | |||||
Senior Notes | Senior Notes Due 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | 250,000,000 | 250,000,000 | $ 250,000,000 | ||||
Unamortized debt discount | (1,737,000) | (1,912,000) | |||||
Net unamortized deferred financing costs | (983,000) | (1,094,000) | |||||
Senior Notes | 247,280,000 | 246,994,000 | |||||
Senior Notes | Senior Notes Due 2023 | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | 250,000,000 | 250,000,000 | $ 250,000,000 | ||||
Unamortized debt discount | (1,695,000) | (1,915,000) | |||||
Net unamortized deferred financing costs | (909,000) | (1,040,000) | |||||
Senior Notes | $ 247,396,000 | $ 247,045,000 |
Preferred Stock of ROIC (Detail
Preferred Stock of ROIC (Details Textual) - shares | Jun. 30, 2020 | Dec. 31, 2019 |
Equity [Abstract] | ||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common Stock of ROIC (Details T
Common Stock of ROIC (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2020 | Jun. 30, 2020 | Feb. 20, 2020 | Dec. 31, 2019 | Jul. 31, 2013 | |
Class of Stock [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Stock repurchase program, authorized amount | $ 50,000,000 | ||||
Repurchase of common stock (in shares) | 673,868 | ||||
Repurchase of common stock | $ 8,846,000 | $ 8,800,000 | |||
Sales Agreement | |||||
Class of Stock [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||
Common shares that may be sold under a sales agreement, aggregate offering price, maximum | $ 500,000,000 | ||||
Shares sold during the period (in shares) | 0 |
Stock Compensation for ROIC (De
Stock Compensation for ROIC (Details Textual) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2019USD ($) | Dec. 31, 2019$ / sharesshares | Apr. 25, 2018shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | $ | $ 2.2 | $ 2.2 | $ 4 | $ 3.9 | ||
Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 566,350 | |||||
Granted (in dollars per share) | $ / shares | $ 17.21 | |||||
Number of nonvested shares (in shares) | 1,050,170 | 1,050,170 | 954,797 | |||
Nonvested weighted average grant date fair value (in dollars per share) | $ / shares | $ 16.39 | $ 16.39 | $ 16.55 | |||
LTIP Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Nonvested weighted average grant date fair value (in dollars per share) | $ / shares | $ 16.27 | $ 16.27 | ||||
Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized (in shares) | 22,500,000 | |||||
Fungible unit to full value award conversion ratio | 6.25 | |||||
Vesting on January 1, 2023 | Performance-based restricted stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 192,238 | |||||
Vesting on January 1, 2022 | LTIP Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of nonvested shares (in shares) | 187,279 | 187,279 |
Stock Compensation for ROIC (St
Stock Compensation for ROIC (Status of Non-vested Restricted Stock Awards) (Details) - Restricted Stock | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Shares | |
Beginning balance (in shares) | shares | 954,797 |
Granted (in shares) | shares | 566,350 |
Vested (in shares) | shares | (372,061) |
Forfeited (in shares) | shares | (98,916) |
Ending balance (in shares) | shares | 1,050,170 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 16.55 |
Granted (in dollars per share) | $ / shares | 17.21 |
Vested (in dollars per share) | $ / shares | 18.59 |
Forfeited (in dollars per share) | $ / shares | 14.27 |
Ending balance (in dollars per share) | $ / shares | $ 16.39 |
Capital of the Operating Part_2
Capital of the Operating Partnership (Details Textual) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | ||
Limited Partners' Capital Account [Line Items] | ||||||||
Partnership units (in shares) | 127,052,638 | 127,052,638 | ||||||
Common stock, shares outstanding (in shares) | 117,640,038 | 117,640,038 | 116,496,016 | |||||
Minority interest increase (decrease) from redemptions number of units (in shares) | 1,638,490 | |||||||
Equity redemption of OP Units, cash (in shares) | 116,657 | |||||||
Equity redemption of OP Units cash dollars | $ 2 | |||||||
Equity Redemption of OP Units, Shares | 1,521,833 | |||||||
ROIC | ||||||||
Limited Partners' Capital Account [Line Items] | ||||||||
ROIC ownership percentage in ROIP LP | 92.60% | |||||||
Common Stock | ||||||||
Limited Partners' Capital Account [Line Items] | ||||||||
Common stock, shares outstanding (in shares) | 117,640,038 | 117,640,038 | 116,120,704 | 116,496,016 | 114,307,789 | 114,311,788 | 113,992,837 | |
Equity Redemption of OP Units, Shares | 1,521,833 | 1,521,833 | ||||||
OP Units | ||||||||
Limited Partners' Capital Account [Line Items] | ||||||||
Non-controlling interest redemption value | $ 107 | $ 107 | ||||||
Redemption value (usd per share) | $ 11.37 | $ 11.37 | ||||||
Limited Partner’s Capital | Retail Opportunity Investments Partnership L.P. | ||||||||
Limited Partners' Capital Account [Line Items] | ||||||||
Partnership units (in shares) | [1] | 9,412,600 | 9,412,600 | 10,934,433 | 11,051,090 | 11,407,041 | 11,407,041 | 11,477,041 |
Equity Redemption of OP Units, Shares | 1,521,833 | |||||||
[1] | Consists of limited partnership interests held by third parties. |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details Textual) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Interest rate cash flow hedge reclassified as non-cash increase to interest expense in the next 12 months | $ 5,900 |
Weighted Average | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Interest rate | 3.90% |
Significant Unobservable Inputs (Level 3) | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Fair value of note payable | $ 86,400 |
Senior Notes | Significant Unobservable Inputs (Level 3) | Senior Notes Due 2027 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Fair value of long term debt | 234,300 |
Senior Notes | Significant Unobservable Inputs (Level 3) | Senior Notes Due 2026 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Fair value of long term debt | 186,800 |
Senior Notes | Significant Other Observable Inputs (Level 2) | Senior Notes Due 2024 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Fair value of long term debt | 239,000 |
Senior Notes | Significant Other Observable Inputs (Level 2) | Senior Notes Due 2023 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Fair value of long term debt | $ 259,800 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Interest Rate Swaps) (Details) - Derivatives designed as hedging instruments - Interest Rate Swap Maturing 8/31/2022 $ in Thousands | Jun. 30, 2020USD ($) |
Bank of Montreal | |
Derivatives, Fair Value [Line Items] | |
Notional Amount | $ 100,000 |
U.S. Bank | |
Derivatives, Fair Value [Line Items] | |
Notional Amount | 100,000 |
Regions Bank | |
Derivatives, Fair Value [Line Items] | |
Notional Amount | 50,000 |
Royal Bank of Canada | |
Derivatives, Fair Value [Line Items] | |
Notional Amount | $ 50,000 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments (Assets and Liabilities Measured at Fair Value on a Recurring Basis) (Details) - Interest Rate Swap - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Derivative [Line Items] | ||
Derivative Liability | $ (12,465) | $ (3,865) |
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | ||
Derivative [Line Items] | ||
Derivative Liability | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Derivative [Line Items] | ||
Derivative Liability | (12,465) | (3,865) |
Significant Unobservable Inputs (Level 3) | ||
Derivative [Line Items] | ||
Derivative Liability | $ 0 | $ 0 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments (Balance Sheet Classification) (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Other Liabilities | Derivatives designed as hedging instruments | Interest Rate Swap | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative Liability | $ (12,465) | $ (3,865) |
Fair Value of Financial Instr_7
Fair Value of Financial Instruments (Location of Gain or Loss on Interest Rate Derivatives Designated as Cash Flow Hedges) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | ||||
Unrealized swap derivative loss arising during the period | $ (961) | $ (4,815) | $ (10,016) | $ (7,423) |
Reclassification adjustment for amortization of interest expense included in net income | $ 1,225 | $ (263) | $ 1,563 | $ (465) |
Commitments and Contingencies_2
Commitments and Contingencies (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 28 Months Ended | ||
Sep. 30, 2013 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Mar. 31, 2017 | |
Income Tax Contingency [Line Items] | ||||||
Operating lease, weighted average remaining lease term | 37 years 3 months 18 days | 37 years 3 months 18 days | ||||
Operating lease, weighted average discount rate, percent | 5.20% | 5.20% | ||||
Operating lease, rent expense | $ 409 | $ 394 | $ 838 | $ 806 | ||
Tax protection agreements period (in years) | 10 years | |||||
Terranomics Crossroads Associates LP Member and SARM Five Points LLC | ||||||
Income Tax Contingency [Line Items] | ||||||
Tax protection agreements period (in years) | 12 years |
Commitments and Contingencies_3
Commitments and Contingencies (Future Minimum Annual Lease Payments Under Operating Leases) (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Future Minimum Annual Lease Payments | |
Remaining 2020 | $ 644 |
2021 | 1,282 |
2022 | 1,304 |
2023 | 1,330 |
2024 | 1,335 |
Thereafter | 32,604 |
Total undiscounted future minimum lease payments | 38,499 |
Future minimum lease payments, discount | (21,006) |
Lease liability | $ 17,493 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
General and Administrative Expense | Related Party Lease Agreements | ||||
Related Party Transaction [Line Items] | ||||
SG&A expense | $ 21 | $ 21 | $ 42 | $ 42 |