Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Oct. 28, 2013 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'Retail Opportunity Investments Corp | ' |
Document Type | '10-Q | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 72,062,585 |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001407623 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
ASSETS | ' | ' |
Land | $374,112,312 | $283,445,257 |
Building and improvements | 886,635,954 | 588,248,338 |
1,260,748,266 | 871,693,595 | |
Less: accumulated depreciation | 49,725,821 | 32,364,772 |
1,211,022,445 | 839,328,823 | |
Mortgage note receivable | ' | 10,000,000 |
Investment in and advances to unconsolidated joint venture | ' | 15,295,223 |
Real Estate Investments, net | 1,211,022,445 | 864,624,046 |
Cash and cash equivalents | 9,834,336 | 4,692,230 |
Restricted cash | 1,977,552 | 1,700,692 |
Tenant and other receivables | 16,665,091 | 12,455,190 |
Deposits | 1,000,000 | 2,000,000 |
Acquired lease intangible asset, net of accumulated amortization | 44,206,512 | 41,230,616 |
Prepaid expenses | 523,510 | 1,245,778 |
Deferred charges, net of accumulated amortization | 24,963,685 | 21,623,474 |
Other | 2,417,373 | 1,339,501 |
Total assets | 1,312,610,504 | 950,911,527 |
Liabilities: | ' | ' |
Term loan | 200,000,000 | 200,000,000 |
Credit facility | 174,750,000 | 119,000,000 |
Mortgage notes payable | 126,910,642 | 72,689,842 |
Acquired lease intangibles liability, net of accumulated amortization | 58,436,655 | 57,371,803 |
Accounts payable and accrued expenses | 13,273,033 | 6,468,580 |
Tenants' security deposits | 3,242,511 | 2,336,680 |
Other liabilities | 16,580,673 | 26,502,551 |
Total liabilities | 593,193,514 | 484,369,456 |
Commitments and contingencies | ' | ' |
Equity: | ' | ' |
Preferred stock, $.0001 par value 50,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Common stock, $.0001 par value 500,000,000 shares authorized; and 72,062,585 and 52,596,754 shares issued and outstanding at September 30, 2013 and December 31, 2012 | 7,200 | 5,260 |
Additional paid-in-capital | 738,388,691 | 523,540,268 |
Dividends in excess of earnings | -40,496,143 | -38,851,234 |
Accumulated other comprehensive loss | -9,953,654 | -18,154,612 |
Total Retail Opportunity Investments Corp. stockholders' equity | 687,946,094 | 466,539,682 |
Noncontrolling interests | 31,470,896 | 2,389 |
Total equity | 719,416,990 | 466,542,071 |
Total liabilities and equity | 1,312,610,504 | 950,911,527 |
Retail Opportunity Investments Partnership L.P. [Member] | ' | ' |
ASSETS | ' | ' |
Land | 374,112,312 | 283,445,257 |
Building and improvements | 886,635,954 | 588,248,338 |
1,260,748,266 | 871,693,595 | |
Less: accumulated depreciation | 49,725,821 | 32,364,772 |
1,211,022,445 | 839,328,823 | |
Mortgage note receivable | ' | 10,000,000 |
Investment in and advances to unconsolidated joint venture | ' | 15,295,223 |
Real Estate Investments, net | 1,211,022,445 | 864,624,046 |
Cash and cash equivalents | 9,834,336 | 4,692,230 |
Restricted cash | 1,977,552 | 1,700,692 |
Tenant and other receivables | 16,665,091 | 12,455,190 |
Deposits | 1,000,000 | 2,000,000 |
Acquired lease intangible asset, net of accumulated amortization | 44,206,512 | 41,230,616 |
Prepaid expenses | 523,510 | 1,245,778 |
Deferred charges, net of accumulated amortization | 24,963,685 | 21,623,474 |
Other | 2,417,373 | 1,339,501 |
Total assets | 1,312,610,504 | 950,911,527 |
Liabilities: | ' | ' |
Term loan | 200,000,000 | 200,000,000 |
Credit facility | 174,750,000 | 119,000,000 |
Mortgage notes payable | 126,910,642 | 72,689,842 |
Acquired lease intangibles liability, net of accumulated amortization | 58,436,655 | 57,371,803 |
Accounts payable and accrued expenses | 13,273,033 | 6,468,580 |
Tenants' security deposits | 3,242,511 | 2,336,680 |
Other liabilities | 16,580,673 | 26,502,551 |
Total liabilities | 593,193,154 | 484,369,456 |
Equity: | ' | ' |
ROIC capital (consists of general and limited partnership interests held by ROIC) | 697,899,748 | 484,694,294 |
Limited partners’ capital (consists of limited partnership interests held by third parties) | 31,470,896 | ' |
Accumulated other comprehensive loss | -9,953,654 | -18,154,612 |
Total partners’ capital | 719,416,990 | 466,539,682 |
Noncontrolling interests | ' | 2,389 |
Total equity | 719,416,990 | 466,542,071 |
Total liabilities and equity | $1,312,610,504 | $950,911,527 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parentheticals) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Preferred stock par value (in Dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 72,062,585 | 52,596,754 |
Common stock, shares outstanding | 72,062,585 | 52,596,754 |
Consolidated_Statement_Of_Oper
Consolidated Statement Of Operations And Comprehensive Income (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Revenues | ' | ' | ' | ' |
Base rents | $20,686,688 | $15,196,646 | $60,197,590 | $42,734,688 |
Recoveries from tenants | 5,330,339 | 3,343,541 | 15,549,716 | 9,427,763 |
Mortgage interest | 204,961 | 189,995 | 617,217 | 901,645 |
Other income | 925,454 | 159,092 | 1,229,575 | 591,234 |
Total revenues | 27,147,442 | 18,889,274 | 77,594,098 | 53,655,330 |
Operating expenses | ' | ' | ' | ' |
Property operating | 4,963,809 | 3,072,670 | 13,204,316 | 9,324,140 |
Property taxes | 2,795,468 | 1,781,639 | 7,893,452 | 5,115,361 |
Depreciation and amortization | 9,755,321 | 7,070,557 | 27,813,157 | 20,737,917 |
General and administrative expenses | 2,526,312 | 3,699,852 | 8,175,994 | 8,716,378 |
Acquisition transaction costs | 641,224 | 194,191 | 1,569,592 | 947,404 |
Total operating expenses | 20,682,134 | 15,818,909 | 58,656,511 | 44,841,200 |
Operating income | 6,465,308 | 3,070,365 | 18,937,587 | 8,814,130 |
Interest expense and other finance expenses | -3,703,556 | -3,094,023 | -10,974,103 | -8,144,879 |
Gain on consolidation of joint venture | 20,381,849 | 2,144,696 | 20,381,849 | 2,144,696 |
Gain on bargain purchase | ' | ' | ' | 3,864,145 |
Equity in earnings from unconsolidated joint ventures | 2,118,501 | 497,311 | 2,389,937 | 1,481,132 |
Interest income | 189 | 419 | 1,448 | 11,280 |
Income from continuing operations | 25,262,291 | 2,618,768 | 30,736,718 | 8,170,504 |
Loss from discontinued operations | ' | ' | -713,529 | ' |
Net Income attributable to Retail Opportunity Investments Corp. | 25,262,291 | 2,618,768 | 30,023,189 | 8,170,504 |
Net income per share - basic: | ' | ' | ' | ' |
Income from continuing operations (in Dollars per share) | $0.35 | $0.05 | $0.47 | $0.16 |
Loss from discontinued operations (in Dollars per share) | ' | ' | ($0.01) | ' |
Net earnings per share (in Dollars per share) | $0.35 | $0.05 | $0.46 | $0.16 |
Net income per share - diluted: | ' | ' | ' | ' |
Income from continuing operations (in Dollars per share) | $0.34 | $0.05 | $0.45 | $0.16 |
Loss from discontinued operations (in Dollars per share) | ' | ' | ($0.01) | ' |
Net earnings per share (in Dollars per share) | $0.34 | $0.05 | $0.44 | $0.16 |
Distributions per unit (in Dollars per share) | $0.15 | $0.14 | $0.45 | $0.39 |
Dividends per common share (in Dollars per share) | $0.15 | $0.14 | $0.45 | $0.39 |
Unrealized (loss) gain on swap derivative | ' | ' | ' | ' |
Unrealized swap derivative gain (loss) arising during the period | -1,419,472 | -2,823,453 | 4,642,590 | -7,873,977 |
Reclassification adjustment for amortization of interest expense included in net income | 1,187,866 | 1,184,484 | 3,558,368 | 2,720,594 |
Unrealized gain (loss) on swap derivative, net | -231,606 | -1,638,969 | 8,200,958 | -5,153,383 |
Total other comprehensive income (loss) | 25,030,685 | 979,799 | 38,224,147 | 3,017,121 |
Retail Opportunity Investments Partnership L.P. [Member] | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' |
Base rents | 20,686,688 | 15,196,646 | 60,197,590 | 42,734,688 |
Recoveries from tenants | 5,330,339 | 3,343,541 | 15,549,716 | 9,427,763 |
Mortgage interest | 204,961 | 189,995 | 617,217 | 901,645 |
Other income | 925,454 | 159,092 | 1,229,575 | 591,234 |
Total revenues | 27,147,442 | 18,889,274 | 77,594,098 | 53,655,330 |
Operating expenses | ' | ' | ' | ' |
Property operating | 4,963,809 | 3,072,670 | 13,204,316 | 9,324,140 |
Property taxes | 2,795,468 | 1,781,639 | 7,893,452 | 5,115,361 |
Depreciation and amortization | 9,755,321 | 7,070,557 | 27,813,157 | 20,737,917 |
General and administrative expenses | 2,526,312 | 3,699,852 | 8,175,994 | 8,716,378 |
Acquisition transaction costs | 641,224 | 194,191 | 1,569,592 | 947,404 |
Total operating expenses | 20,682,134 | 15,818,909 | 58,656,511 | 44,841,200 |
Operating income | 6,465,308 | 3,070,365 | 18,937,587 | 8,814,130 |
Interest expense and other finance expenses | -3,703,556 | -3,094,023 | -10,974,103 | -8,144,879 |
Gain on consolidation of joint venture | 20,381,849 | 2,144,696 | 20,381,849 | 2,144,696 |
Gain on bargain purchase | ' | ' | ' | 3,864,145 |
Equity in earnings from unconsolidated joint ventures | 2,118,501 | 497,311 | 2,389,937 | 1,481,132 |
Interest income | 189 | 419 | 1,448 | 11,280 |
Income from continuing operations | 25,262,291 | 2,618,768 | 30,736,718 | 8,170,504 |
Loss from discontinued operations | ' | ' | -713,529 | ' |
Net Income attributable to Retail Opportunity Investments Corp. | 25,262,291 | 2,618,768 | 30,023,189 | 8,170,504 |
Net income per share - basic: | ' | ' | ' | ' |
Income from continuing operations (in Dollars per share) | $0.35 | $0.05 | $0.47 | $0.16 |
Loss from discontinued operations (in Dollars per share) | ' | ' | ($0.01) | ' |
Net earnings per share (in Dollars per share) | $0.35 | $0.05 | $0.45 | $0.16 |
Net income per share - diluted: | ' | ' | ' | ' |
Income from continuing operations (in Dollars per share) | $0.34 | $0.05 | $0.45 | $0.16 |
Loss from discontinued operations (in Dollars per share) | ' | ' | ($0.01) | ' |
Net earnings per share (in Dollars per share) | $0.34 | $0.05 | $0.44 | $0.16 |
Unrealized (loss) gain on swap derivative | ' | ' | ' | ' |
Unrealized swap derivative gain (loss) arising during the period | -1,419,472 | -2,823,453 | 4,642,590 | -7,873,977 |
Reclassification adjustment for amortization of interest expense included in net income | 1,187,866 | 1,184,484 | 3,558,368 | 2,720,594 |
Unrealized gain (loss) on swap derivative, net | -231,606 | -1,638,969 | 8,200,958 | -5,153,383 |
Total other comprehensive income (loss) | $25,030,685 | $979,799 | $38,224,147 | $3,017,121 |
Consolidated_Statements_of_Equ
Consolidated Statements of Equity (Unaudited) (USD $) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2012 | $5,260 | $523,540,268 | ($38,851,234) | ($18,154,612) | $2,389 | $466,542,071 |
Balance (in Shares) at Dec. 31, 2012 | 52,596,754 | ' | ' | ' | ' | 52,596,754 |
Shares issued under the 2009 Plan | 23 | -23 | ' | ' | ' | ' |
Shares issued under the 2009 Plan (in Shares) | 233,914 | ' | ' | ' | ' | ' |
Repurchase of common stock | -2 | -280,972 | ' | ' | ' | -280,974 |
Repurchase of common stock (in Shares) | -21,865 | ' | ' | ' | ' | ' |
Retirement of options | ' | -274,830 | ' | ' | ' | -274,830 |
Stock based compensation expense | ' | 2,109,040 | ' | ' | ' | 2,109,040 |
Proceeds from the exercise of warrants | 1,851 | 222,781,527 | ' | ' | ' | 222,783,378 |
Proceeds from the exercise of warrants (in Shares) | 18,565,282 | ' | ' | ' | ' | ' |
Exercise of Sponsor warrants | 68 | -68 | ' | ' | ' | ' |
Exercise of Sponsor warrants (in Shares) | 688,500 | ' | ' | ' | ' | ' |
Buyback of warrants | ' | -23,318,841 | ' | ' | ' | -23,318,841 |
Issuance of OP Units to Non-controlling interests | ' | ' | ' | ' | 45,372,731 | 45,372,731 |
Adjustment to for Non-controlling interests ownership in Operating Partnership | ' | 13,901,835 | ' | ' | -13,901,835 | ' |
Purchase of Non-controlling interest | ' | ' | ' | ' | -2,389 | -2,389 |
Registration expenditures | ' | -69,245 | ' | ' | ' | -69,245 |
Dividends ($.45 per share) | ' | ' | -31,585,598 | ' | ' | -31,585,598 |
Dividends payable on performance-based shares | ' | ' | -82,500 | ' | ' | -82,500 |
Net income attributable to Retail Opportunity Investments Corp. | ' | ' | 30,023,189 | ' | ' | 30,023,189 |
Other comprehensive income | ' | ' | ' | 8,200,958 | ' | 8,200,958 |
Balance at Sep. 30, 2013 | $7,200 | $738,388,691 | ($40,496,143) | ($9,953,654) | $31,470,896 | $719,416,990 |
Balance (in Shares) at Sep. 30, 2013 | 72,062,585 | ' | ' | ' | ' | 72,062,585 |
Consolidated_Statements_of_Equ1
Consolidated Statements of Equity (Unaudited) (Parentheticals) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Dividends per share | $0.45 |
Retained Earnings [Member] | ' |
Dividends per share | $0.45 |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flow (Unaudited) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Net income | $30,023,189 | $8,170,504 |
Adjustments to reconcile net income to cash provided by operating activities: | ' | ' |
Depreciation and amortization | 27,813,157 | 20,737,917 |
Amortization of deferred financing costs and mortgage premiums, net | 101,572 | 346,685 |
Gain on consolidation of joint venture | -20,381,849 | -2,144,696 |
Gain on bargain purchase | ' | -3,864,145 |
Straight-line rent adjustment | -2,336,767 | -2,504,416 |
Amortization of above and below market rent | -3,044,768 | -2,569,807 |
Amortization relating to stock based compensation | 2,109,040 | 2,298,971 |
Provisions for tenant credit losses | 961,051 | 759,857 |
Equity earned in earnings from unconsolidated joint ventures | -2,389,937 | -1,481,132 |
Loss on sale of discontinued operations | 713,529 | ' |
Distribution of cumulative earnings from unconsolidated joint ventures | ' | 686,017 |
Other | 490,924 | ' |
Change in operating assets and liabilities | ' | ' |
Restricted cash | -353,354 | -473,465 |
Tenant and other receivables | -1,832,325 | -2,299,437 |
Prepaid expenses | 742,972 | 86,983 |
Accounts payable and accrued expenses | 2,725,392 | 253,885 |
Other asset and liabilities, net | -1,998,197 | 1,192,822 |
Net cash provided by operating activities | 33,343,629 | 19,196,544 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' |
Investments in real estate | -180,090,191 | -125,743,992 |
Acquisition of entities | -43,378,106 | ' |
Proceeds from sale of real estate | 5,607,612 | ' |
Investments in mortgage notes receivables | -294,000 | ' |
Investments in unconsolidated joint ventures | ' | -735,000 |
Return of capital from unconsolidated joint ventures | ' | 8,661,211 |
Improvements to properties | -14,629,136 | -5,478,170 |
Deposits on real estate acquisitions | -7,150,000 | -2,600,000 |
Construction escrows and other | 76,494 | -207,290 |
Net cash used in investing activities | -239,857,327 | -126,103,241 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Principal repayment on mortgages | -7,663,760 | -7,608,484 |
Proceeds from the draw on term loan/credit facility | 251,750,000 | 90,000,000 |
Payments on credit facility | -196,000,000 | ' |
Payment of contingent consideration | -1,864,370 | ' |
Proceeds from exercise of warrants | 222,783,378 | ' |
Payments to acquire warrants | -23,318,841 | ' |
Proceeds from the sale of stock | 39,300,000 | 36,860,055 |
Purchase of Non-controlling interest | -2,389 | ' |
Deferred financing and other costs | -1,817,567 | -2,612,648 |
Registration expenditures | -69,245 | -821,781 |
Dividends paid to common shareholders | -31,585,598 | -19,739,210 |
Repurchase of common stock | -280,974 | ' |
Retirement of options | -274,830 | ' |
Net cash provided by financing activities | 211,655,804 | 96,077,932 |
Net increase (decrease) in cash and cash equivalents | 5,142,106 | -10,828,765 |
Cash and cash equivalents at beginning of period | 4,692,230 | 34,317,588 |
Cash and cash equivalents at end of period | 9,834,336 | 23,488,823 |
Other non-cash investing and financing activities: | ' | ' |
Issuance of OP Units in connection with acquisitions of entities | 45,372,731 | ' |
Assumed mortgage at fair value | 62,749,675 | 8,428,062 |
Intangible lease liabilities | 6,444,176 | 9,660,574 |
Transfer of equity investment in property to real estate investment | 15,990,769 | 4,008,350 |
Interest rate swap asset | 1,391,684 | ' |
Accrued interest rate swap liabilities | -6,665,724 | 5,252,199 |
Accrued real estate improvement costs | 721,259 | 308,771 |
Retail Opportunity Investments Partnership L.P. [Member] | ' | ' |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Net income | 30,023,189 | 8,170,504 |
Adjustments to reconcile net income to cash provided by operating activities: | ' | ' |
Depreciation and amortization | 27,813,157 | 20,737,917 |
Amortization of deferred financing costs and mortgage premiums, net | 101,572 | 346,685 |
Gain on consolidation of joint venture | -20,381,849 | -2,144,696 |
Gain on bargain purchase | ' | -3,864,145 |
Straight-line rent adjustment | -2,336,767 | -2,504,416 |
Amortization of above and below market rent | -3,044,768 | -2,569,807 |
Amortization relating to stock based compensation | 2,109,040 | 2,298,971 |
Provisions for tenant credit losses | 961,051 | 759,857 |
Equity earned in earnings from unconsolidated joint ventures | -2,389,937 | -1,481,132 |
Loss on sale of discontinued operations | 713,529 | ' |
Distribution of cumulative earnings from unconsolidated joint ventures | ' | 686,017 |
Other | 490,924 | ' |
Change in operating assets and liabilities | ' | ' |
Restricted cash | -353,354 | -473,465 |
Tenant and other receivables | -1,832,325 | -2,299,437 |
Prepaid expenses | 742,972 | 86,983 |
Accounts payable and accrued expenses | 2,725,392 | 253,885 |
Other asset and liabilities, net | -1,998,197 | 1,192,822 |
Net cash provided by operating activities | 33,343,629 | 19,196,544 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' |
Investments in real estate | -180,090,191 | -125,743,992 |
Acquisition of entities | -43,378,106 | ' |
Proceeds from sale of real estate | 5,607,612 | ' |
Investments in mortgage notes receivables | -294,000 | ' |
Investments in unconsolidated joint ventures | ' | -735,000 |
Return of capital from unconsolidated joint ventures | ' | 8,661,211 |
Improvements to properties | -14,629,136 | -5,478,170 |
Deposits on real estate acquisitions | -7,150,000 | -2,600,000 |
Construction escrows and other | 76,494 | -207,290 |
Net cash used in investing activities | -239,857,327 | -126,103,241 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Principal repayment on mortgages | -7,663,760 | -7,608,484 |
Proceeds from the draw on term loan/credit facility | 251,750,000 | 90,000,000 |
Payments on credit facility | -196,000,000 | ' |
Payment of contingent consideration | -1,864,370 | ' |
Purchase of Non-controlling interest | -2,389 | ' |
Deferred financing and other costs | -1,817,567 | -2,612,648 |
Distributions to ROIC | -55,529,488 | -20,560,991 |
Contributions from ROIC | 222,783,378 | 36,860,055 |
Net cash provided by financing activities | 211,655,804 | 96,077,932 |
Net increase (decrease) in cash and cash equivalents | 5,142,106 | -10,828,765 |
Cash and cash equivalents at beginning of period | 4,692,230 | 34,317,588 |
Cash and cash equivalents at end of period | 9,834,336 | 23,488,823 |
Other non-cash investing and financing activities: | ' | ' |
Issuance of OP Units in connection with acquisitions of entities | 45,372,731 | ' |
Assumed mortgage at fair value | 62,749,675 | 8,428,062 |
Intangible lease liabilities | 6,444,176 | 9,660,574 |
Transfer of equity investment in property to real estate investment | 15,990,769 | 4,008,350 |
Interest rate swap asset | 1,391,684 | ' |
Accrued interest rate swap liabilities | -6,665,724 | 5,252,199 |
Accrued real estate improvement costs | $721,259 | $308,771 |
Consolidated_Statements_of_Cap
Consolidated Statements of Capital (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2013 | Sep. 30, 2013 | |
Balance | ' | $466,542,071 |
Stock based compensation expense | ' | 2,109,040 |
Issuance of OP Units to Non-controlling interests | ' | 45,372,731 |
Issuance of OP Units to Non-controlling interests (in Shares) | ' | 3,183,245 |
Purchase of Non-controlling interests | ' | -2,389 |
Net income attributable to Retail Opportunity Investments Partnership, LP | 25,262,291 | 30,023,189 |
Other comprehensive income | ' | 8,200,958 |
Balance | 719,416,990 | 719,416,990 |
Balance (in Shares) | 75,352,848 | 75,352,848 |
Limited Partner’s Capital [Member] | Retail Opportunity Investments Partnership L.P. [Member] | ' | ' |
Issuance of OP Units to Non-controlling interests | ' | 45,372,731 |
Issuance of OP Units to Non-controlling interests (in Shares) | ' | 3,290,263 |
Adjustment to Non-controlling interests | ' | -13,901,835 |
Balance | 31,470,896 | 31,470,896 |
Balance (in Shares) | 3,290,263 | 3,290,263 |
ROIC Capital [Member] | Retail Opportunity Investments Partnership L.P. [Member] | ' | ' |
Balance | ' | 484,694,294 |
Balance (in Shares) | ' | 52,596,754 |
Distributions to ROIC | ' | -55,611,988 |
Distributions to ROIC (in Shares) | ' | -21,865 |
Contributions from ROIC | ' | 222,783,378 |
Contributions from ROIC (in Shares) | ' | 19,487,696 |
Stock based compensation expense | ' | 2,109,040 |
Adjustment to Non-controlling interests | ' | 13,901,835 |
Net income attributable to Retail Opportunity Investments Partnership, LP | ' | 30,023,189 |
Balance | 697,899,748 | 697,899,748 |
Balance (in Shares) | 72,062,585 | 72,062,585 |
Accumulated Other Comprehensive Income (Loss) [Member] | Retail Opportunity Investments Partnership L.P. [Member] | ' | ' |
Balance | ' | -18,154,612 |
Other comprehensive income | ' | 8,200,958 |
Balance | -9,953,654 | -9,953,654 |
Accumulated Other Comprehensive Income (Loss) [Member] | ' | ' |
Balance | ' | -18,154,612 |
Other comprehensive income | ' | 8,200,958 |
Balance | -9,953,654 | -9,953,654 |
Noncontrolling Interest [Member] | Retail Opportunity Investments Partnership L.P. [Member] | ' | ' |
Balance | ' | 2,389 |
Purchase of Non-controlling interests | ' | -2,389 |
Noncontrolling Interest [Member] | ' | ' |
Balance | ' | 2,389 |
Issuance of OP Units to Non-controlling interests | ' | 45,372,731 |
Purchase of Non-controlling interests | ' | -2,389 |
Balance | 31,470,896 | 31,470,896 |
Retail Opportunity Investments Partnership L.P. [Member] | ' | ' |
Balance | ' | 466,542,071 |
Distributions to ROIC | ' | -55,529,488 |
Contributions from ROIC | ' | 222,783,378 |
Stock based compensation expense | ' | 2,109,040 |
Issuance of OP Units to Non-controlling interests | ' | 45,372,731 |
Purchase of Non-controlling interests | ' | -2,389 |
Net income attributable to Retail Opportunity Investments Partnership, LP | 25,262,291 | 30,023,189 |
Other comprehensive income | ' | 8,200,958 |
Balance | $719,416,990 | $719,416,990 |
Note_1_Organization_Basis_of_P
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | ' | ||||||||||||||||
1. | Organization, Basis of Presentation and Summary of Significant Accounting Policies | ||||||||||||||||
Business | |||||||||||||||||
Retail Opportunity Investments Corp., a Maryland corporation ("ROIC"), is a fully integrated and self-managed real estate investment trust ("REIT"). ROIC specializes in the acquisition, ownership and management of necessity-based community and neighborhood shopping centers on the west coast of the United States anchored by supermarkets and drugstores. ROIC refers to the properties it targets for investments as its target assets. | |||||||||||||||||
ROIC is organized in a traditional umbrella partnership real estate investment trust ("UpREIT") format pursuant to which Retail Opportunity Investments GP, LLC, its wholly-owned subsidiary, serves as the general partner of, and ROIC conducts substantially all of its business through, its operating partnership subsidiary, Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the "Operating Partnership"), together with its subsidiaries. Unless otherwise indicated or unless the context requires otherwise, all references to the “Company”, “we,” “us,” “our,” or “our company” refer to ROIC together with its consolidated subsidiaries, including the Operating Partnership. | |||||||||||||||||
With the approval of its stockholders, ROIC reincorporated as a Maryland corporation on June 2, 2011. ROIC began operations as a Delaware corporation, known as NRDC Acquisition Corp., which was incorporated on July 10, 2007, for the purpose of acquiring assets or operating businesses through a merger, capital stock exchange, stock purchase, asset acquisition or other similar business combination with one or more assets or control of one or more operating businesses. On October 20, 2009, ROIC’s stockholders and warrantholders approved each of the proposals presented at the special meetings of stockholders and warrantholders, respectively, in connection with the transactions contemplated by the Framework Agreement (the "Framework Agreement") ROIC entered into on August 7, 2009 with NRDC Capital Management, LLC, which, among other things, sets forth the steps to be taken by ROIC to continue its business as a corporation that has elected to qualify as a REIT for U.S. federal income tax purposes, commencing with its taxable year ended December 31, 2010. | |||||||||||||||||
ROIC’s only material asset is its ownership of direct or indirect partnership interests in the Operating Partnership and membership interest in Retail Opportunity Investments GP, LLC, which is the sole general partner of the Operating Partnership. As a result, ROIC does not conduct business itself, other than acting as the parent company and issuing equity from time to time. The Operating Partnership holds substantially all the assets of the Company and directly or indirectly holds the ownership interests in the Company’s real estate ventures. The Operating Partnership conducts the operations of the Company’s business and is structured as a partnership with no publicly traded equity. Except for net proceeds from warrant exercises and equity issuances by ROIC, which are contributed to the Operating Partnership, the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations, by the Operating Partnership’s incurrence of indebtedness (directly and through subsidiaries) or through the issuance of operating partnership units (“OP Units”) of the Operating Partnership. | |||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||
In February 2013, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update to improve the reporting of reclassifications out of accumulated other comprehensive income (“AOCI”), requiring companies to present information about reclassifications out of AOCI in one place and by component. This guidance is effective for interim and annual periods beginning on or after December 15, 2012. Adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. | |||||||||||||||||
Principles of Consolidation | |||||||||||||||||
The accompanying consolidated financial statements are prepared on the accrual basis in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for complete financial statement disclosures. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Results of operations for the three and nine month periods ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. 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, 2012. | |||||||||||||||||
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. | |||||||||||||||||
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 modifies the presentation of net income by requiring earnings and other comprehensive income to be attributed to controlling and non-controlling interests. | |||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the disclosure of contingent assets and liabilities, the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the periods covered by the financial statements. The most significant assumptions and estimates relate to the purchase price allocations, depreciable lives, revenue recognition and the collectability of tenant receivables and other receivables, the valuation of performance-based restricted stock, stock options, and derivatives. Actual results could differ from these estimates. | |||||||||||||||||
Federal Income Taxes | |||||||||||||||||
Commencing with ROIC’s taxable year ended December 31, 2010, ROIC 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 REIT taxable income and meets certain other qualifications prescribed by the Code will not be taxed on that portion of its taxable income that is distributed. | |||||||||||||||||
Although it may qualify as a REIT for U.S. federal income tax purposes, ROIC is subject to state income or franchise taxes in certain states in which some of its properties are located. In addition, taxable income from non-REIT activities managed through the Company's taxable REIT subsidiary ("TRS") is fully subject to U.S. federal, state and local income taxes. For all periods from inception through September 26, 2013 the Operating Partnership has been an entity disregarded from its sole owner, ROIC, for U.S. federal income tax purposes and as such has not been subject to federal income taxes. Effective September 27, 2013, the Operating Partnership issued 3,290,263 OP Units in connection with the acquisitions of Crossroads Shopping Center and Five Points Plaza, which are described under Note 2 below. Accordingly, the Operating Partnership ceased being a disregarded entity and instead is being treated as a partnership for federal income tax purposes. | |||||||||||||||||
The Company follows the FASB guidance that defines a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The FASB also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company records interest and penalties relating to unrecognized tax benefits, if any, as interest expense. As of September 30, 2013, the tax years 2010 through and including 2012 remain open to examination by the Internal Revenue Service ("IRS") and state taxing authorities. During the year ended December 31, 2011, the IRS conducted an examination of the Company's 2009 federal tax return. During the nine months ended September 30, 2012 the Company reached a settlement with the IRS in which the Company paid to the IRS approximately $122,000. | |||||||||||||||||
Real Estate Investments | |||||||||||||||||
All costs related to the improvement or replacement of real estate properties are capitalized. Additions, renovations and improvements that enhance and/or extend the useful life of a property are also capitalized. Expenditures for ordinary maintenance, repairs and improvements that do not materially prolong the normal useful life of an asset are charged to operations as incurred. The Company expenses transaction costs associated with business combinations in the period incurred. During the nine months ended September 30, 2013 and 2012, capitalized costs related to the improvements or replacement of real estate properties were approximately $14.4 million and $5.8 million, respectively. | |||||||||||||||||
Upon the acquisition of real estate properties, the fair value of the real estate purchased is allocated to the acquired tangible assets (consisting of land, buildings and improvements), and acquired intangible assets and liabilities (consisting of above-market and below-market leases and acquired in-place leases). Acquired lease intangible assets include above-market leases and acquired in-place leases in the accompanying consolidated balance sheet. 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 its 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 sheet. | |||||||||||||||||
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 associated with the original lease term is amortized to rental income, over the terms of the respective leases. The value of in-place leases are amortized to expense, and the above-market and below-market lease values are amortized to rental income, over the remaining non-cancellable terms of the respective leases. If the value of below-market leases includes renewal option periods, the Company includes such renewal periods in the amortization period utilized. If a lease were to be terminated prior to its stated expiration, all unamortized amounts relating to that lease would be recognized in operations at that time. The Company may record a bargain purchase gain if it determines that the purchase price for the acquired assets was less than the fair value. The Company will record a liability in situations where any part of the cash consideration is deferred. The amounts payable in the future are discounted to their present value. The liability is subsequently re-measured to fair value with changes in fair value recognized in the consolidated statements of operations. If, up to one year from the acquisition date, information regarding fair value of assets acquired and liabilities assumed is received and estimates are refined, appropriate property adjustments are made to the purchase price allocation on a retrospective basis. | |||||||||||||||||
In conjunction with the Company's pursuit and acquisition of real estate investments, the Company expensed acquisition transaction costs during the three months ended September 30, 2013 and 2012 of approximately $641,000 and $194,000, respectively, and approximately $1.6 million and $947,000 during the nine months ended September 30, 2013 and 2012, respectively. | |||||||||||||||||
Regarding the Company's 2013 property acquisitions (see Note 2), the fair value of in-place leases and other intangibles have been allocated to intangible asset and liability accounts. Such allocations are preliminary and may be adjusted as final information becomes available. | |||||||||||||||||
Asset Impairment | |||||||||||||||||
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to aggregate future net cash flows (undiscounted and without interest) expected to be generated by the asset. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceed the fair value. Management does not believe that the value of any of the Company's real estate investments was impaired at September 30, 2013. | |||||||||||||||||
In June 2013, the Company sold the Nimbus Winery Shopping Center, a non-grocery anchored, non-core shopping center located in Rancho Cordova, California. The sales price of this property of approximately $6.3 million, less costs to sell, resulted in proceeds to the Company of approximately $5.6 million. Accordingly, the Company recorded a loss on sale of property of approximately $714,000 for the nine months ended September 30, 2013, which has been included in discontinued operations. | |||||||||||||||||
The Company reviewed its investment in its unconsolidated joint venture for impairment periodically and the Company would record an impairment charge when events or circumstances change indicating that a decline in the fair values below the carrying values has occurred and such decline is other-than temporary. The ultimate realization of the Company's investment in its unconsolidated joint venture was dependent on a number of factors, including the performance of each investment and market conditions. As of September 30, 2013, the Company has no remaining unconsolidated joint ventures. | |||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed the federally insured limit by the Federal Deposit Insurance Corporation. The Company has not experienced any losses related to these balances. | |||||||||||||||||
Restricted Cash | |||||||||||||||||
The terms of several of the Company's mortgage loans payable require the Company to deposit certain replacement and other reserves with its lenders. Such "restricted cash" is generally available only for property-level requirements for which the reserves have been established and is not available to fund other property-level or Company-level obligations. | |||||||||||||||||
Revenue Recognition | |||||||||||||||||
Management has determined that all of the Company's leases with its various tenants are operating leases. Rental income is generally recognized based on the terms of leases entered into with tenants. In those instances in which the Company funds tenant improvements and the improvements are deemed to be owned by the Company, revenue recognition will commence when the improvements are substantially completed and possession or control of the space is turned over to the tenant. When the Company determines that the tenant allowances are lease incentives, the Company commences revenue recognition 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. Property operating expense recoveries from tenants of common area maintenance, real estate taxes and other recoverable costs are recognized in the period the related expenses are incurred. Lease incentives are amortized as a reduction of rental revenue over the respective tenant lease terms. | |||||||||||||||||
Termination fees (included in rental revenue) are fees that the Company has agreed to accept in consideration for permitting certain tenants to terminate their lease prior to the contractual expiration date. The Company recognizes termination fees in accordance with Securities and Exchange Commission Staff Accounting Bulletin 104, "Revenue Recognition," when the following conditions are met: (a) the termination agreement is executed; (b) the termination fee is determinable; (c) all landlord services pursuant to the terminated lease have been rendered; and (d) collectivity of the termination fee is assured. Interest income is recognized as it is earned. Gains or losses on disposition of properties are recorded when the criteria for recognizing such gains or losses under generally accepted accounting principles 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 and the allowance for bad debts by considering tenant creditworthiness, current economic trends, and changes in tenants' payment patterns when evaluating the adequacy of the allowance for doubtful accounts receivable. The Company also provides an allowance for future credit losses of the deferred straight-line rents receivable. The provision for doubtful accounts at both September 30, 2013 and December 31, 2012 was approximately $3.2 million. | |||||||||||||||||
Depreciation and Amortization | |||||||||||||||||
The Company uses the straight-line method for depreciation and amortization. Buildings are depreciated over the estimated useful lives which the Company estimates to be 39-40 years. Property improvements are depreciated over the estimated useful lives that range from 10 to 20 years. Furniture and fixtures are depreciated over the estimated useful lives that range from 3 to 10 years. Tenant improvements are amortized over the shorter of the life of the related leases or their useful life. | |||||||||||||||||
Deferred Charges | |||||||||||||||||
Deferred charges consist principally of leasing commissions and acquired lease origination costs (which are amortized ratably over the life of the tenant leases) and financing fees (which are amortized over the term of the related debt obligation). Deferred charges in the accompanying consolidated balance sheets are shown at cost, net of accumulated amortization of approximately $13.0 million and $9.1 million, as of September 30, 2013 and December 31, 2012, respectively. | |||||||||||||||||
Concentration of Credit Risk | |||||||||||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and tenant receivables. The Company places its cash and cash equivalents in excess of insured amounts with high quality financial institutions. The Company performs ongoing credit evaluations of its tenants and requires tenants to provide security deposits. | |||||||||||||||||
Earnings Per Share | |||||||||||||||||
Basic earnings per share ("EPS") excludes the impact of dilutive shares and is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue shares of common stock were exercised or converted into shares of common stock and then shared in the earnings of the Company. | |||||||||||||||||
During both the three and nine months ended September 30, 2013 and 2012, the effect of the 41,400,000 warrants to purchase ROIC’s common stock (the "Public Warrants") issued in connection with ROIC’s initial public offering (the "IPO") and the 8,000,000 warrants (the "Private Placement Warrants") purchased by NRDC Capital Management, LLC (the "Sponsor") simultaneously with the consummation of the IPO, for the time these were outstanding during these periods, were included in the calculation of diluted EPS as the weighted average share price was greater than the exercise price during these periods. See Note 6 below. | |||||||||||||||||
For the three and nine months ended September 30, 2013 and 2012, basic EPS was determined by dividing net income allocable to common stockholders for the applicable period by the weighted average number of shares of common stock outstanding during such period. Net income during the applicable period is also allocated to the time-based unvested restricted stock as these grants are entitled to receive dividends and are therefore considered a participating security. Time-based unvested restricted stock is not allocated net losses and/or any excess of dividends declared over net income; such amounts are allocated entirely to the common stockholders other than the holders of time-based unvested restricted stock. The performance-based restricted stock awards outstanding under the 2009 Plan described in Note 7 are excluded from the basic EPS calculation, as these units are not participating securities until they vest. | |||||||||||||||||
The following table sets forth the reconciliation between basic and diluted EPS for ROIC: | |||||||||||||||||
For the Three Months Ended | For the Nine Months Ended | ||||||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Numerator: | |||||||||||||||||
Net income attributable to ROIC | $ | 25,262,291 | $ | 2,618,768 | $ | 30,023,189 | $ | 8,170,504 | |||||||||
Less, earnings allocated to unvested shares | (20,736 | ) | (70,280 | ) | (57,623 | ) | (165,949 | ) | |||||||||
Net income available for common shareholders, basic and diluted | $ | 25,241,555 | $ | 2,548,488 | $ | 29,965,566 | $ | 8,004,555 | |||||||||
Denominator: | |||||||||||||||||
Denominator for basic EPS – weighted average common shares | 72,025,017 | 51,440,751 | 65,810,620 | 50,483,251 | |||||||||||||
Warrants | 1,318,662 | 1,823,756 | 2,827,612 | 609,877 | |||||||||||||
OP Units | 143,055 | — | 48,209 | — | |||||||||||||
Restricted stock awards – performance-based | 134,402 | 126,697 | 123,661 | 125,071 | |||||||||||||
Stock Options | 59,094 | 54,634 | 61,263 | 47,512 | |||||||||||||
Denominator for diluted EPS – weighted average common equivalent shares | 73,680,230 | 53,445,838 | 68,871,365 | 51,265,711 | |||||||||||||
Earnings Per Unit | |||||||||||||||||
The following table sets forth the reconciliation between basic and diluted earnings per unit for the Operating Partnership: | |||||||||||||||||
For the Three Months Ended | For the Nine Months Ended | ||||||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Numerator: | |||||||||||||||||
Net income attributable to the Operating Partnership | $ | 25,262,291 | $ | 2,618,768 | $ | 30,023,189 | $ | 8,170,504 | |||||||||
Less, earnings allocated to unvested units | (20,736 | ) | (70,280 | ) | (57,623 | ) | (165,949 | ) | |||||||||
Net income available for unitholders, basic and diluted | $ | 25,241,555 | $ | 2,548,488 | $ | 29,965,566 | $ | 8,004,555 | |||||||||
Denominator: | |||||||||||||||||
Denominator for basic earnings per unit – weighted average units | 72,168,072 | 51,440,751 | 65,858,829 | 50,483,251 | |||||||||||||
Warrants | 1,318,662 | 1,823,756 | 2,827,612 | 609,877 | |||||||||||||
Restricted stock awards – performance-based | 134,402 | 126,697 | 123,661 | 125,071 | |||||||||||||
Stock Options | 59,094 | 54,634 | 61,263 | 47,512 | |||||||||||||
Denominator for diluted earnings per unit – weighted average units | 73,680,230 | 53,445,838 | 68,871,365 | 51,265,711 | |||||||||||||
Stock-Based Compensation | |||||||||||||||||
The Company has a stock-based employee compensation plan, which is more fully described in Note 7. | |||||||||||||||||
The Company accounts for its stock-based compensation plans based on the FASB guidance which requires that compensation expense be recognized based on the fair value of the stock awards less estimated forfeitures. Restricted stock grants vest based upon the completion of a service period ("time-based grants") and/or the Company meeting certain established financial performance criteria ("performance-based grants"). Time-based grants are valued according to the market price for ROIC’s common stock at the date of grant. For performance-based grants, the Company generally engages an independent appraisal company to determine the value of the shares at the date of grant, taking into account the underlying contingency risks associated with the performance criteria. It is the Company's policy to grant options with an exercise price equal to the quoted closing market price of stock on the grant date or the date immediately prior to the grant date. Awards of stock options and time-based grants stock are expensed as compensation ratably over the vesting period. Awards of performance-based grants are expensed as compensation under an accelerated method and are recognized in income regardless of the Company results against the performance criteria. | |||||||||||||||||
Derivatives | |||||||||||||||||
The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. | |||||||||||||||||
Segment Reporting | |||||||||||||||||
The Company operates in one industry segment, ownership of commercial real estate properties. The Company does not distinguish in property operations for purposes of measuring performance. The Company reassesses its conclusion that it has one reportable operating segment at least annually. | |||||||||||||||||
Reclassifications | |||||||||||||||||
Certain reclassifications have been made to the prior period consolidated financial statements and notes to conform to the current year presentation. | |||||||||||||||||
Note_2_Real_Estate_Investments
Note 2 - Real Estate Investments | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Table Text Block [Abstract] | ' | ||||||||||||||||
Real Estate Investment Financial Statements, Disclosure [Table Text Block] | ' | ||||||||||||||||
2. | Real Estate Investments | ||||||||||||||||
The following real estate investment transactions have occurred during the nine months ended September 30, 2013. | |||||||||||||||||
Property Acquisitions | |||||||||||||||||
On February 1, 2013, the Company acquired the property known as Diamond Bar Town Center located in Diamond Bar, California, within the Los Angeles metropolitan area, for a purchase price of approximately $27.4 million. Diamond Bar Town Center is approximately 100,000 square feet and is anchored by a national grocer. The property was acquired with borrowings under the Company’s credit facility. | |||||||||||||||||
On February 6, 2013, the Company acquired the property known as Bernardo Heights Plaza in Rancho Bernardo, California, within the San Diego metropolitan area, for a purchase price of approximately $12.4 million. Bernardo Heights Plaza is approximately 38,000 square feet and is anchored by Sprouts Farmers Market and Tuesday Morning. The property was acquired with cash of approximately $3.6 million and the assumption of an existing mortgage with a principal amount of approximately $8.9 million, and a fair value of approximately $9.7 million. | |||||||||||||||||
On April 15, 2013, the Company acquired the property known as Canyon Crossing Shopping Center located in Puyallup, Washington, within the Seattle metropolitan area, for a purchase price of approximately $35.0 million. Canyon Crossing Shopping Center is approximately 121,000 square feet and is anchored by Safeway Supermarket. The property was acquired using borrowings under the Company’s credit facility. | |||||||||||||||||
On April 22, 2013, the Company acquired the property known as Diamond Hills Plaza located in Diamond Bar, California, within the Los Angeles metropolitan area, for a purchase price of approximately $48.0 million. Diamond Hills Plaza is approximately 140,000 square feet and is anchored by an H Mart Supermarket and a Rite Aid. The property was acquired using borrowings under the Company’s credit facility. | |||||||||||||||||
On June 27, 2013, the Company acquired the property known as Hawthorne Crossings located in San Diego, California, for a purchase price of approximately $41.5 million. Hawthorne Crossings is approximately 141,000 square feet and is anchored by Mitsuwa Supermarket, Ross Dress For Less and Staples. The property was acquired using borrowings under the Company’s credit facility. | |||||||||||||||||
On June 27, 2013, the Company acquired the property known as Granada Shopping Center located in Livermore, California, for a purchase price of approximately $17.5 million. Granada Shopping Center is approximately 69,000 square feet and is anchored by SaveMart (Lucky) Supermarket. The property was acquired using borrowings under the Company’s credit facility. | |||||||||||||||||
On August 23, 2013, the Company acquired the property known as Robinwood Shopping Center located in West Linn, Oregon, for a purchase price of approximately $14.2 million. Robinwood Shopping Center is approximately 71,000 square feet and is anchored by Walmart Neighborhood Market. The property was acquired using borrowings under the Company’s credit facility. | |||||||||||||||||
On September 18, 2013, the Company acquired a parcel of land adjacent to one of its properties located in Pomona, California, for a purchase price of approximately $700,000. The parcel of land was acquired using available cash on hand. | |||||||||||||||||
Acquisitions of Entities | |||||||||||||||||
On September 27, 2013, the Company acquired the remaining 51% of the partnership interests in the Terranomics Crossroads Associates, LP from its joint venture partner. The purchase of the remaining interest was funded through the issuance of 2,639,632 OP Units with a fair value of approximately $36.4 million and the assumption of a $49.6 million mortgage loan on the property. Prior to the acquisition date, the Company accounted for its 49% interest in the Terranomics Crossroad Associates, LP as an equity method investment. The acquisition-date fair value of the previous equity interest was $36.0 million and is included in the measurement of the consideration transferred. The Company recognized a gain of $20.4 million as a result of remeasuring its prior equity interest in the venture held before the acquisition. The gain is included in the line item Gain on consolidation of joint venture in the consolidated income statement. The primary asset of Terranomics Crossroads Associates is Crossroads Shopping Center located in Bellevue, Washington, within the Seattle metropolitan area. Crossroads Shopping Center is approximately 464,000 square feet and is anchored by Kroger (QFC) Supermarket, Sports Authority and Bed Bath and Beyond. | |||||||||||||||||
On September 27, 2013, the Company acquired 100% of the membership interests in SARM Five Points Plaza, LLC for an adjusted purchase price of approximately $52.6 million. The primary asset of SARM Five Points Plaza, LLC is Five Points Plaza located in Huntington Beach, California. Five Points Plaza is approximately 161,000 square feet and is anchored by Trader Joes, Old Navy and Pier 1. The purchase of the membership interests was funded through approximately $43.6 million in cash using borrowings under the Company’s credit facility (of which approximately $17.2 million was used by the seller to pay off the existing financing) and the issuance of 650,631 OP Units with a fair value of approximately $9.0 million. | |||||||||||||||||
The financial information set forth below summarizes the Company's preliminary purchase price allocation for the properties and entities acquired during the nine months ended September 30, 2013. | |||||||||||||||||
September 30, | |||||||||||||||||
2013 | |||||||||||||||||
ASSETS | |||||||||||||||||
Land | $ | 92,737,353 | |||||||||||||||
Building and improvements | 287,160,030 | ||||||||||||||||
Cash and cash equivalents | 552,213 | ||||||||||||||||
Acquired lease intangible asset | 12,645,524 | ||||||||||||||||
Deferred charges | 4,718,347 | ||||||||||||||||
Tenant receivables and other assets | 1,132,232 | ||||||||||||||||
Assets acquired | $ | 398,945,699 | |||||||||||||||
LIABILITIES | |||||||||||||||||
Acquired lease intangible liability | 6,444,176 | ||||||||||||||||
Mortgage notes assumed | 62,749,675 | ||||||||||||||||
Accrued expenses and other liabilities | 4,282,450 | ||||||||||||||||
Liabilities assumed | $ | 73,476,301 | |||||||||||||||
The Company assessed the fair value of the lease intangibles based on estimated cash flow projections that utilize appropriate discount rates and available market information. Such inputs are Level 3 in the fair value hierarchy. See Note 9, “Fair Value of Financial Instruments,” for a discussion of the framework for measuring fair value. | |||||||||||||||||
Pro Forma Financial Information | |||||||||||||||||
The pro forma financial information set forth below is based upon the Company's historical consolidated statements of operations for the three and nine months ended September 30, 2013 and 2012, adjusted to give effect of these transactions as if they had been completed at the beginning of 2012. | |||||||||||||||||
The pro forma financial information is presented for informational purposes only and may not be indicative of what actual results of operations would have been had the transactions occurred at the beginning of each year, nor does it purport to represent the results of future operations. | |||||||||||||||||
For the Three Months Ended | For the Nine Months Ended | ||||||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Statement of operations: | |||||||||||||||||
Revenues | $ | 31,583,264 | $ | 29,649,795 | $ | 94,490,509 | $ | 91,581,332 | |||||||||
Property operating and other (income) and expenses | (4,322,845 | ) | 14,576,943 | 31,298,109 | 43,355,811 | ||||||||||||
Depreciation and amortization | 10,801,778 | 10,459,503 | 32,730,036 | 33,045,275 | |||||||||||||
Net income attributable to Retail Opportunity Investments Corp. | $ | 25,104,331 | $ | 4,613,349 | $ | 30,462,364 | $ | 15,180,246 | |||||||||
The following table summarizes the operating results included in the Company's historical consolidated statement of operations for the three and nine months ended September 30, 2013, for the properties acquired during the nine months ended September 30, 2013. | |||||||||||||||||
For the Three | For the Nine | ||||||||||||||||
Months Ended | Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2013 | ||||||||||||||||
Statement of operations: | |||||||||||||||||
Revenues | $ | 3,704,067 | $ | 6,267,584 | |||||||||||||
Property operating and other expenses | 1,562,393 | 2,798,255 | |||||||||||||||
Depreciation and amortization | 1,709,838 | 2,970,022 | |||||||||||||||
Net income attributable to Retail Opportunity Investments Corp. | $ | 431,836 | $ | 499,307 | |||||||||||||
The following table summarizes the operating results included in the Company's historical consolidated statement of operations for the three and nine months ended September 30, 2012, for the properties acquired during the nine months ended September 30, 2012. | |||||||||||||||||
For the Three | For the Nine | ||||||||||||||||
Months Ended | Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2012 | 2012 | ||||||||||||||||
Statement of operations: | |||||||||||||||||
Revenues | $ | 2,404,248 | $ | 4,714,303 | |||||||||||||
Property operating and other expenses | 711,904 | 2,117,411 | |||||||||||||||
Depreciation and amortization | 876,498 | 1,680,821 | |||||||||||||||
Net income attributable to Retail Opportunity Investments Corp. | $ | 815,846 | $ | 916,071 | |||||||||||||
Mortgage Notes Receivable | |||||||||||||||||
The Company held a $10.0 million second mortgage loan and funded a $294,000 partner loan to the joint venture that owned the Crossroads Shopping Center. On September 27, 2013, the Company acquired the remaining interest in Crossroads Shopping Center. Accordingly, both loans were extinguished upon consolidation of the joint venture during the three and nine months ended September 30, 2013. | |||||||||||||||||
Unconsolidated Joint Ventures | |||||||||||||||||
At December 31, 2012, investment in and advances to unconsolidated joint venture consisted of a 49% ownership in Terranomics Crossroads Associates, LP of $15.3 million. On September 27, 2013, the Company acquired the remaining interests in Terranomics Crossroads Associates, LP from its joint venture partner. The purchase of its remaining interest was funded through the issuance of 2,639,632 OP units with a fair value of approximately $36.4 million and the assumption of a $49.6 million mortgage loan on the property. Upon the acquisition of the remaining interest in the property, the Company reclassified approximately $16.0 million from “Investment in and advances to unconsolidated joint ventures” to “Real estate investments” in the accompanying consolidated balance sheet. The acquisition-date fair value of the previous equity interest was $36.0 and is included in the measurement of the consideration transferred. The Company recognized a gain of $20.4 million as a result of remeasuring its prior equity interest in the venture held before the acquisition. The gain is included in the line item Gain on consolidation of joint venture in the consolidated income statement. | |||||||||||||||||
As of September 30, 2013, the Company has no remaining unconsolidated joint ventures. | |||||||||||||||||
Note_3_Discontinued_Operations
Note 3 - Discontinued Operations | 9 Months Ended | |
Sep. 30, 2013 | ||
Discontinued Operations and Disposal Groups [Abstract] | ' | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | ' | |
3. | Discontinued Operations | |
On June 5, 2013, the Company sold the Nimbus Winery Shopping Center, a non-grocery anchored, non-core shopping center located in Rancho Cordova, California. The sales price of this property of approximately $6.3 million, less costs to sell, resulted in proceeds to the Company of approximately $5.6 million. Accordingly, the Company recorded a loss on sale of property of approximately $714,000 for the nine months ended September 30, 2013, which has been included in discontinued operations. The carrying value of the property as of December 31, 2012 was approximately $6.3 million. | ||
Note_4_Mortgage_Notes_Payable_
Note 4 - Mortgage Notes Payable and Credit Facilities | 9 Months Ended | ||||||||||||||
Sep. 30, 2013 | |||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||
Debt Disclosure [Text Block] | ' | ||||||||||||||
4. | Mortgage Notes Payable and Credit Facilities | ||||||||||||||
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 revolving credit facility, term loan, and carve-out guarantees on property-level debt. | |||||||||||||||
Mortgage Notes Payable | |||||||||||||||
The mortgage notes payable collateralized by respective properties and assignment of leases at September 30, 2013 and December 31, 2012, respectively, were as follows: | |||||||||||||||
Property | Maturity Date | Interest Rate | 30-Sep-13 | December 31, 2012 | |||||||||||
Gateway Village I | Feb-14 | 5.58% | $ | — | $ | 6,718,119 | |||||||||
Gateway Village II | May-14 | 5.73% | 6,755,688 | 6,872,265 | |||||||||||
Euclid Plaza | Nov-14 | 5.23% | 8,199,219 | 8,329,824 | |||||||||||
Country Club Gate | Jan-15 | 5.04% | 12,298,360 | 12,477,997 | |||||||||||
Renaissance Towne Centre | Jun-15 | 5.13% | 16,559,352 | 16,760,383 | |||||||||||
Crossroads Shopping Center | Sep-15 | 6.50% | 49,613,818 | — | |||||||||||
Gateway Village III | Jul-16 | 6.10% | 7,392,459 | 7,460,907 | |||||||||||
Bernardo Heights | Jul-17 | 5.70% | 8,787,673 | — | |||||||||||
Santa Teresa Village | Feb-18 | 6.20% | 11,081,533 | 11,223,888 | |||||||||||
$ | 120,688,102 | $ | 69,843,383 | ||||||||||||
Mortgage Premium | 6,222,540 | 2,846,459 | |||||||||||||
Total mortgage notes payable | $ | 126,910,642 | $ | 72,689,842 | |||||||||||
On September 3, 2013, the Company repaid the outstanding principal balance on the Gateway Village I mortgage note payable, without penalty, in accordance with the prepayment provisions of the note. | |||||||||||||||
Credit Facilities | |||||||||||||||
The Operating Partnership has a revolving credit facility (the "credit facility") with several banks. Previously, the credit facility provided for borrowings of up to $200.0 million. Effective September 26, 2013, the Company entered into a third amendment to the amended and restated credit agreement (the "credit agreement amendment") pursuant to which the borrowing capacity was increased to $350.0 million. Additionally, the credit facility contains an accordion feature, which was amended to allow the Operating Partnership to increase the facility amount up to an aggregate of $700.0 million, subject to lender consents and other conditions. The maturity date of the credit facility has been extended to September 26, 2017, subject to a further one-year extension option, which may be exercised by the Operating Partnership upon satisfaction of certain conditions. | |||||||||||||||
The Operating Partnership has a term loan agreement (the “term loan”) with several banks. The term loan provides for a loan of $200.0 million and contains an accordion feature, which allows the Operating Partnership to increase the facility amount up to an aggregate of $300.0 million subject to commitments and other conditions. The maturity date of the term loan is August 29, 2017. | |||||||||||||||
The Company obtained investment grade credit ratings from Moody’s Investors Service (Baa2) and Standard & Poor’s Ratings Services (BBB-) credit agencies during the second quarter of 2013. Prior to receiving such investment grade ratings, borrowings under the credit facility and term loan agreements (collectively, the “loan agreements”) accrued interest on the outstanding principal amount at a rate equal to an applicable rate based on the consolidated leverage ratio of the Company and its subsidiaries, plus, as applicable, (i) a LIBOR rate determined by reference to the cost of funds for dollar deposits for the relevant period (the "Eurodollar Rate"), or (ii) a base rate determined by reference to the highest of (a) the federal funds rate plus 0.50%, (b) the rate of interest announced by KeyBank National Association as its "prime rate," and (c) the Eurodollar Rate plus 1.00% (the "Base Rate"). Effective as of June 26, 2013, and in connection with receiving the investment grade credit ratings from two rating agencies, borrowings under the loan agreements bear interest on the outstanding principal amount at a rate equal to an applicable rate based on the credit rating level of the Company, plus, as applicable, (i) the Eurodollar Rate, or (ii) the Base Rate. Prior to June 26, 2013, the Operating Partnership was obligated to pay an unused fee of (a) 0.35% of the undrawn balance if the total outstanding principal amount was less than 50% of the aggregate commitments or (b) 0.25% if the total outstanding principal amount was greater than or equal to 50% of the aggregate commitments, and a fronting fee at a rate of 0.125% per year with respect to each letter of credit issued under the agreements. Subsequent to June 26, 2013, the Operating Partnership is obligated to pay a facility fee at a rate based on the credit rating level of the Company, and a fronting fee at a rate of 0.125% per year with respect to each letter of credit issued under the agreements. The agreements contain customary representations, financial and other covenants. The Operating Partnership’s ability to borrow under the loan agreements is subject to its compliance with financial covenants and other restrictions on an ongoing basis. The Operating Partnership was in compliance with such covenants at September 30, 2013. | |||||||||||||||
As of September 30, 2013, $200.0 million and $174.8 million were outstanding under the term loan and credit facility, respectively. The average interest rates on both the term loan and the credit facility during the three and nine months ended September 30, 2013 were 1.4% and 1.6%, respectively. The Company had $175.2 million available to borrow under the credit facility at September 30, 2013. The Company had no available borrowings under the term loan. | |||||||||||||||
Note_5_Preferred_Stock_of_ROIC
Note 5 - Preferred Stock of ROIC | 9 Months Ended | |
Sep. 30, 2013 | ||
Disclosure Text Block Supplement [Abstract] | ' | |
Preferred Stock [Text Block] | ' | |
5. | Preferred Stock of ROIC | |
ROIC is authorized to issue 50,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the board of directors. As of September 30, 2013 and December 31, 2012, there were no shares of preferred stock outstanding. | ||
Note_6_Common_Stock_and_Warran
Note 6 - Common Stock and Warrants of ROIC | 9 Months Ended | ||
Sep. 30, 2013 | |||
Stockholders' Equity Note [Abstract] | ' | ||
Stockholders' Equity Note Disclosure [Text Block] | ' | ||
6. | Common Stock and Warrants of ROIC | ||
On June 23, 2011, ROIC entered into an ATM Equity OfferingSM Sales Agreement ("sales agreement") with Merrill Lynch, Pierce, Fenner & Smith Incorporated to sell shares of ROIC’s common stock par value $0.0001 per share, having aggregate sales proceeds of $50.0 million from time to time, through an "at the market" equity offering program under which Merrill Lynch, Pierce, Fenner & Smith Incorporated acts as sales (“agent”) and/or principal agent. During the nine months ended September 30, 2013, ROIC did not sell any shares under the sales agreement. Through September 30, 2013, ROIC has sold a total of 3,183,245 shares under the sales agreement, which resulted in gross proceeds of approximately $39.3 million and commissions of approximately $687,600 paid to the agent. | |||
Simultaneously with the consummation of the IPO, the Sponsor purchased 8,000,000 Private Placement Warrants at a purchase price of $1.00 per warrant. The Private Placement Warrants were identical to the Public Warrants except that the Private Placement Warrants were exercisable on a cashless basis as long as they were still held by the Sponsor or its members, members of its members’ immediate family or their controlled affiliates. The purchase price of the Private Placement Warrants approximated the fair value of such warrants at the purchase date. | |||
During the nine months ended September 30, 2013, the Sponsor exercised the outstanding 8,000,000 Private Placement Warrants on a cashless basis pursuant to which ROIC issued 688,500 shares to the Sponsor. | |||
ROIC has the right to redeem all of the outstanding warrants it issued in the IPO, at a price of $0.01 per warrant upon 30 days' notice while the warrants are exercisable, only in the event that the last sale price of the common stock is at least a specified price. The terms of the warrants are as follows: | |||
· | The exercise price of the warrants is $12.00. | ||
· | The expiration date of the warrants is October 23, 2014. | ||
· | The price at which ROIC’s common stock must trade before ROIC is able to redeem the warrants it issued in the IPO is $18.75. | ||
· | To provide that a warrantholder's ability to exercise warrants is limited to ensure that such holder's "Beneficial Ownership" or "Constructive Ownership," each as defined in ROIC’s charter, does not exceed the restrictions contained in the charter limiting the ownership of shares of ROIC’s common stock. | ||
ROIC had reserved 53,400,000 shares for the exercise of the Public Warrants and the Private Placement Warrants, and issuance of shares under the ROIC’s 2009 Equity Incentive Plan (the "2009 Plan"). During the three and nine months ended September 30, 2013, the third-party warrant holders exercised a total of 201,001 and 18,565,282 Public Warrants, respectively, resulting in a total of $2.4 million and $222.8 million of proceeds, respectively. | |||
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. | |||
Warrant Repurchase | |||
In May 2010, ROIC’s board of directors authorized a warrant repurchase program to repurchase up to a maximum of $40.0 million of ROIC’s warrants. During the three and nine months ended September 30, 2013, ROIC repurchased 690,650 warrants under the program in open market transactions for approximately $1.3 million. During the nine months ended September 30, 2013, ROIC repurchased an additional 11,484,000 warrants in privately negotiated transactions for approximately $22.0 million. | |||
As of September 30, 2013, 10,659,068 of the 41,400,000 original Public Warrants remain outstanding and no Private Placement Warrants are outstanding. | |||
Note_7_Stock_Compensation_for_
Note 7 - Stock Compensation for ROIC | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' | ||||||||
7. | Stock Compensation for ROIC | ||||||||
ROIC follows the FASB guidance related to stock compensation which establishes financial accounting and reporting standards for stock-based employee compensation plans, including all arrangements by which employees receive shares of stock or other equity instruments of the employer, or the employer incurs liabilities to employees in amounts based on the price of the employer's stock. The guidance also defines a fair value-based method of accounting for an employee stock option or similar equity instrument. | |||||||||
In 2009, ROIC adopted the 2009 Plan. The 2009 Plan provides for grants of restricted common stock and stock option awards up to an aggregate of 7.5% of the issued and outstanding shares of ROIC’s common stock at the time of the award, subject to a ceiling of 4,000,000 shares. | |||||||||
Restricted Stock | |||||||||
During the nine months ended September 30, 2013, ROIC awarded 224,500 shares of restricted common stock under the 2009 Plan, of which 86,250 shares are performance-based grants and the remainder of the shares are time-based grants. The performance-based grants vest in three equal annual tranches, based on pre-defined market-specific performance criteria with vesting dates on January 1, 2014, 2015 and 2016. | |||||||||
A summary of the status of ROIC's non-vested restricted stock awards as of September 30, 2013, and changes during the nine months ended September 30, 2013 are presented below: | |||||||||
Shares | Weighted Average | ||||||||
Grant Date Fair Value | |||||||||
Non-vested at December 31, 2012 | 391,264 | $ | 10.48 | ||||||
Granted | 224,500 | $ | 11.82 | ||||||
Vested | -95,664 | $ | 10.81 | ||||||
Non-vested at September 30, 2013 | 520,100 | $ | 11.15 | ||||||
For the three months ended September 30, 2013 and 2012, the amounts charged to expenses for all stock-based compensation arrangements totaled approximately $763,000 and $972,000, respectively. The amounts charged to expenses for all stock-based compensation arrangements totaled approximately $2.1 million and $2.3 million for the nine months ended September 30, 2013 and 2012, respectively. | |||||||||
Note_8_Capital_of_the_Operatin
Note 8 - Capital of the Operating Partnership | 9 Months Ended | |
Sep. 30, 2013 | ||
Partners' Capital Notes [Abstract] | ' | |
Partners' Capital Notes Disclosure [Text Block] | ' | |
8. | Capital of the Operating Partnership | |
As of September 30, 2013, the Operating Partnership had 75,352,848 OP Units outstanding. The Company owned 95.6% of the Operating Partnership at September 30, 2013. As of September 30, 2013, the Company had outstanding 72,062,585 shares of ROIC common stock and 3,290,263 Operating Partnership units (excluding Operating Partnership units owned by ROIC). A share of ROIC’s common stock and the Operating Partnership units have essentially the same economic characteristics as they share equally in the total net income or loss and distributions of the Operating Partnership. | ||
During the three and nine months ended September 30, 2013, in connection with the acquisition of the remaining interests in Crossroads Shopping Center from its joint venture partner, the Company issued a total of 2,639,632 OP Units to limited partners. Additionally, during the three and nine months ended September 30, 2013, in connection with the acquisition of the membership interests in SARM Five Points Plaza, LLC, the Company issued a total of 650,631 OP Units to limited partners. Subject to certain exceptions, holders may redeem their OP Units, at the option of ROIC, for cash or for shares of ROIC common stock on a one-for-one basis. If cash is paid in the redemption, the redemption price is equal to the average closing price on the NASDAQ Stock Market for shares of ROIC’s common stock over the ten consecutive trading days immediately preceding the date a redemption notice is received by ROIC. | ||
Retail Opportunity Investments GP, LLC, ROIC’s wholly-owned subsidiary, is the sole general partner of the Operating Partnership, and as the parent company, ROIC has the full and complete authority over the Operating Partnership’s day-to-day management and control. As the sole general partner of the Operating Partnership, ROIC effectively controls the ability to issue common stock of ROIC upon redemption of any OP Units. The redemption provisions that permit ROIC to settle in either cash or common stock, at the option of ROIC, are further evaluated in accordance with applicable accounting guidance to determine whether temporary or permanent equity classification on the balance sheet is appropriate. The Company evaluated this guidance, including the requirement to settle in unregistered shares, and determined that the OP Units meet the requirements to qualify for presentation as permanent equity. | ||
The redemption value of the OP Units owned by the limited partners, not including ROIC, had such units been redeemed at September 30, 2013, was approximately $45.5 million based on the average closing price on the NASDAQ Stock Market of ROIC common stock for the ten consecutive trading days immediately preceding September 30, 2013, which amounted to $13.82 per share. | ||
Note_9_Fair_Value_of_Financial
Note 9 - Fair Value of Financial Instruments | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Disclosures [Text Block] | ' | ||||||||||||||||
9. | Fair Value of Financial Instruments | ||||||||||||||||
The Company follows the FASB guidance that defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The guidance applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances. | |||||||||||||||||
The guidance emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity's own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). | |||||||||||||||||
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity's own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. | |||||||||||||||||
The following disclosures of estimated fair value were determined by management, using available market information and appropriate valuation methodologies as discussed in Note 1. Considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts realizable upon disposition of the financial instruments. The use of different market assumptions or estimation methodologies may have a material effect on the estimated fair value amounts. | |||||||||||||||||
The carrying values of cash and cash equivalents, restricted cash, tenant and other receivables, deposits, prepaid expenses, other assets, accounts payable and accrued expenses are reasonable estimates of their fair values because of the short-term nature of these instruments. The carrying values of the credit facility and term loan are deemed to be at fair value since the outstanding debt is directly tied to monthly LIBOR contracts. Mortgage notes receivables were recorded at the actual purchase price. Mortgage notes payable were recorded at their fair value at the time they were assumed and are estimated to have a fair value of approximately $134.2 million with an interest rate range of 2.8% to 4.1% and the weighted average interest rate of 3.1% as of September 30, 2013. 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 September 30, 2013: | |||||||||||||||||
Swap Counterparty | Notional Amount | Effective Date | Maturity Date | Cash Settlement Date | |||||||||||||
Wells Fargo Bank, N.A. | $ | 25,000,000 | 4/15/11 | 4/15/21 | 9/22/14 | ||||||||||||
PNC Bank, N.A. | $ | 50,000,000 | 7/1/11 | 7/1/18 | 12/1/13 | ||||||||||||
Bank of Montreal | $ | 50,000,000 | 4/2/12 | 4/1/19 | 12/1/13 | ||||||||||||
Wells Fargo Bank, N.A. | $ | 25,000,000 | 4/2/12 | 4/2/19 | 9/22/14 | ||||||||||||
Royal Bank of Canada | $ | 25,000,000 | 4/1/13 | 4/3/23 | 10/31/14 | ||||||||||||
The effective portion of changes in the fair value of the derivatives that are designated as cash flow hedges are being recorded in AOCI and will be subsequently reclassified into earnings during the period in which the hedged forecasted transaction affects earnings. | |||||||||||||||||
The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the derivative. This analysis reflects the contractual terms of the derivative, including the period to maturity, and uses observable market-based inputs, including interest rate curves, and implied volatilities. The fair value of the 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 incorporates credit valuation adjustments to appropriately reflect both its own non-performance risk and the respective counterparty's non-performance risk in the fair value measurements. In adjusting the fair value of its derivative contract for the effect of non-performance risk, the Company has 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 itself and its counterparties. However, as of September 30, 2013, 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 liabilities measured at fair value on a recurring basis, aggregated by the level in the fair value hierarchy within which those measurements fall. | |||||||||||||||||
Quoted Prices in | Significant Other | Significant | Total | ||||||||||||||
Active Markets for | Observable Inputs | Unobservable | |||||||||||||||
Identical Assets and | (Level 2) | Inputs (Level 3) | |||||||||||||||
Liabilities (Level 1) | |||||||||||||||||
September 30, 2013: | |||||||||||||||||
Assets | |||||||||||||||||
Derivative financial instruments | $ | — | $ | 1,391,684 | $ | — | $ | 1,391,684 | |||||||||
Liabilities | |||||||||||||||||
Derivative financial instruments | $ | — | $ | (11,346,791 | ) | $ | — | $ | (11,346,791 | ) | |||||||
December 31, 2012: | |||||||||||||||||
Liabilities | |||||||||||||||||
Derivative financial instruments | $ | — | $ | (18,012,516 | ) | $ | — | $ | (18,012,516 | ) | |||||||
Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest expense is recognized on the hedged debt. During the next twelve months, the Company estimates that $4.7 million will be reclassified as an 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 September 30, 2013 and December 31, 2012, respectively: | |||||||||||||||||
Derivatives designed as hedging instruments | Balance sheet location | 30-Sep-13 | December 31, 2012 | ||||||||||||||
Fair Value | Fair Value | ||||||||||||||||
Interest rate products | Other assets | $ | 1,391,684 | $ | — | ||||||||||||
Interest rate products | Other liabilities | $ | (11,346,791 | ) | $ | (18,012,516 | ) | ||||||||||
Derivatives in Cash Flow Hedging Relationships | |||||||||||||||||
The table below details the location in the financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the three and nine months ended September 30, 2013 and 2012, respectively. Amounts reclassified from other comprehensive income (“OCI”) and ineffectiveness are recognized as interest expense and amounts related to ineffectiveness. | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Amount of gain (loss) recognized in OCI on derivative | $ | (1,419,472 | ) | $ | (2,823,453 | ) | $ | 4,642,590 | $ | (7,873,977 | ) | ||||||
Amount of loss reclassified from accumulated OCI into interest | $ | 1,187,866 | $ | 1,184,484 | $ | 3,558,368 | $ | 2,720,594 | |||||||||
Amount of gain (loss) recognized in income on derivative (ineffective portion and amount excluded from effectiveness testing) | $ | (1,259 | ) | $ | (22,807 | ) | $ | 3,308 | $ | (10,511 | ) | ||||||
Note_10_Commitments_and_Contin
Note 10 - Commitments and Contingencies | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies Disclosure [Text Block] | ' | ||||
10. | Commitments and Contingencies | ||||
In the normal course of business, the Company is involved in legal actions relating to the ownership and operations of its properties. In management's opinion, the liabilities, if any, that ultimately may result from such legal actions are not expected to have a material adverse effect on the consolidated financial position, results of operations or liquidity of the Company. | |||||
The following table represents the Company’s future minimum annual lease payments under operating leases as of September 30, 2013: | |||||
Operating Leases | |||||
2013 | $ | 172,722 | |||
2014 | 690,888 | ||||
2015 | 690,888 | ||||
2016 | 754,910 | ||||
2017 | 818,932 | ||||
Thereafter | 23,981,684 | ||||
Total minimum lease payments | $ | 27,110,024 | |||
Additionally, in connection with the acquisition of the remaining 51% of the partnership interests in the Terranomics Crossroads Associates, LP and the acquisition of 100% of the equity interest in SARM Five Points Plaza LLC (both more fully discussed in Note 2), the Company entered into Tax Protection Agreements with certain limited partners of our Operating Partnership. The Tax Protection Agreements require the Company, subject to certain exceptions, for a period of 12 years, to indemnify the Crossroads Sellers and Five Points Sellers receiving OP Units against certain tax liabilities incurred by them, as calculated pursuant to the applicable Tax Protection Agreement, if such liabilities result from a transaction involving a taxable disposition of Crossroads or Five Points Plaza, as applicable, or if the Operating Partnership fails to maintain and allocate to such holders for taxation purposes minimum levels of Operating Partnership liabilities as specified in the Tax Protection Agreement. The Company has no present intention to sell or otherwise dispose of the properties or interests therein in taxable transactions during the restriction period. 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). | |||||
Note_11_Related_Party_Transact
Note 11 - Related Party Transactions | 9 Months Ended | |
Sep. 30, 2013 | ||
Related Party Transactions [Abstract] | ' | |
Related Party Transactions Disclosure [Text Block] | ' | |
11. | Related Party Transactions | |
The Company has entered into several lease agreements with an officer of the Company, whereby pursuant to the lease agreements, the Company is provided the use of storage space. For the three months ended September 30, 2013 and 2012, the Company incurred approximately $8,200 and $2,400, respectively, of expenses relating to the agreements. For the nine months ended September 30, 2013 and 2012, the Company incurred approximately $19,500 and $7,200, respectively, of expenses relating to the agreements. These expenses were included in general and administrative expenses in the accompanying consolidated statements of operations. | ||
Note_12_Subsequent_Events
Note 12 - Subsequent Events | 9 Months Ended | |
Sep. 30, 2013 | ||
Subsequent Events [Abstract] | ' | |
Subsequent Events [Text Block] | ' | |
12. | Subsequent Events | |
In determining subsequent events, the Company reviewed all activity from October 1, 2013 to the date the financial statements are issued and discloses the following items: | ||
On October 15, 2013, the Company acquired the property known as Peninsula Marketplace located in Huntington Beach, California, for a purchase price of approximately $35.9 million. Peninsula Marketplace is approximately 95,000 square feet and is anchored by Kroger (Ralphs) Supermarket and CVS Pharmacy. The property was acquired using borrowings under the Company’s credit facility. | ||
On October 16, 2013, the Company repurchased 4,350,000 warrants in a privately negotiated transaction for a total of approximately $9.4 million. Following the transaction, 6,254,868 of the 41,400,000 original Public Warrants and none of the Private Placement Warrants remain outstanding. | ||
On October 17, 2013, the Company received notices of redemption for 158,221 OP Units. The Company elected to redeem the OP Units in cash, and accordingly, a total of $2.2 million was paid on October 31, 2013 to the holders 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 the Company’s common stock on the NASDAQ Stock Market for the ten consecutive trading days immediately preceding the date of receipt of the notices of redemption. | ||
On October 30, 2013, the Company’s board of directors declared a cash dividend on its common stock of $0.15 per share, payable on December 30, 2013 to holders of record on December 16, 2013. | ||
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
New Accounting Pronouncements, Policy [Policy Text Block] | ' |
Recent Accounting Pronouncements | |
In February 2013, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update to improve the reporting of reclassifications out of accumulated other comprehensive income (“AOCI”), requiring companies to present information about reclassifications out of AOCI in one place and by component. This guidance is effective for interim and annual periods beginning on or after December 15, 2012. Adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. | |
Consolidation, Policy [Policy Text Block] | ' |
Principles of Consolidation | |
The accompanying consolidated financial statements are prepared on the accrual basis in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for complete financial statement disclosures. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Results of operations for the three and nine month periods ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. 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, 2012. | |
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. | |
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 modifies the presentation of net income by requiring earnings and other comprehensive income to be attributed to controlling and non-controlling interests. | |
Use of Estimates, Policy [Policy Text Block] | ' |
Use of Estimates | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the disclosure of contingent assets and liabilities, the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the periods covered by the financial statements. The most significant assumptions and estimates relate to the purchase price allocations, depreciable lives, revenue recognition and the collectability of tenant receivables and other receivables, the valuation of performance-based restricted stock, stock options, and derivatives. Actual results could differ from these estimates. | |
Income Tax, Policy [Policy Text Block] | ' |
Federal Income Taxes | |
Commencing with ROIC’s taxable year ended December 31, 2010, ROIC 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 REIT taxable income and meets certain other qualifications prescribed by the Code will not be taxed on that portion of its taxable income that is distributed. | |
Although it may qualify as a REIT for U.S. federal income tax purposes, ROIC is subject to state income or franchise taxes in certain states in which some of its properties are located. In addition, taxable income from non-REIT activities managed through the Company's taxable REIT subsidiary ("TRS") is fully subject to U.S. federal, state and local income taxes. For all periods from inception through September 26, 2013 the Operating Partnership has been an entity disregarded from its sole owner, ROIC, for U.S. federal income tax purposes and as such has not been subject to federal income taxes. Effective September 27, 2013, the Operating Partnership issued 3,290,263 OP Units in connection with the acquisitions of Crossroads Shopping Center and Five Points Plaza, which are described under Note 2 below. Accordingly, the Operating Partnership ceased being a disregarded entity and instead is being treated as a partnership for federal income tax purposes. | |
The Company follows the FASB guidance that defines a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The FASB also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company records interest and penalties relating to unrecognized tax benefits, if any, as interest expense. As of September 30, 2013, the tax years 2010 through and including 2012 remain open to examination by the Internal Revenue Service ("IRS") and state taxing authorities. During the year ended December 31, 2011, the IRS conducted an examination of the Company's 2009 federal tax return. During the nine months ended September 30, 2012 the Company reached a settlement with the IRS in which the Company paid to the IRS approximately $122,000. | |
Real Estate, Policy [Policy Text Block] | ' |
Real Estate Investments | |
All costs related to the improvement or replacement of real estate properties are capitalized. Additions, renovations and improvements that enhance and/or extend the useful life of a property are also capitalized. Expenditures for ordinary maintenance, repairs and improvements that do not materially prolong the normal useful life of an asset are charged to operations as incurred. The Company expenses transaction costs associated with business combinations in the period incurred. During the nine months ended September 30, 2013 and 2012, capitalized costs related to the improvements or replacement of real estate properties were approximately $14.4 million and $5.8 million, respectively. | |
Upon the acquisition of real estate properties, the fair value of the real estate purchased is allocated to the acquired tangible assets (consisting of land, buildings and improvements), and acquired intangible assets and liabilities (consisting of above-market and below-market leases and acquired in-place leases). Acquired lease intangible assets include above-market leases and acquired in-place leases in the accompanying consolidated balance sheet. 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 its 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 sheet. | |
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 associated with the original lease term is amortized to rental income, over the terms of the respective leases. The value of in-place leases are amortized to expense, and the above-market and below-market lease values are amortized to rental income, over the remaining non-cancellable terms of the respective leases. If the value of below-market leases includes renewal option periods, the Company includes such renewal periods in the amortization period utilized. If a lease were to be terminated prior to its stated expiration, all unamortized amounts relating to that lease would be recognized in operations at that time. The Company may record a bargain purchase gain if it determines that the purchase price for the acquired assets was less than the fair value. The Company will record a liability in situations where any part of the cash consideration is deferred. The amounts payable in the future are discounted to their present value. The liability is subsequently re-measured to fair value with changes in fair value recognized in the consolidated statements of operations. If, up to one year from the acquisition date, information regarding fair value of assets acquired and liabilities assumed is received and estimates are refined, appropriate property adjustments are made to the purchase price allocation on a retrospective basis. | |
In conjunction with the Company's pursuit and acquisition of real estate investments, the Company expensed acquisition transaction costs during the three months ended September 30, 2013 and 2012 of approximately $641,000 and $194,000, respectively, and approximately $1.6 million and $947,000 during the nine months ended September 30, 2013 and 2012, respectively. | |
Regarding the Company's 2013 property acquisitions (see Note 2), the fair value of in-place leases and other intangibles have been allocated to intangible asset and liability accounts. Such allocations are preliminary and may be adjusted as final information becomes available. | |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | ' |
Asset Impairment | |
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to aggregate future net cash flows (undiscounted and without interest) expected to be generated by the asset. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceed the fair value. Management does not believe that the value of any of the Company's real estate investments was impaired at September 30, 2013. | |
In June 2013, the Company sold the Nimbus Winery Shopping Center, a non-grocery anchored, non-core shopping center located in Rancho Cordova, California. The sales price of this property of approximately $6.3 million, less costs to sell, resulted in proceeds to the Company of approximately $5.6 million. Accordingly, the Company recorded a loss on sale of property of approximately $714,000 for the nine months ended September 30, 2013, which has been included in discontinued operations. | |
The Company reviewed its investment in its unconsolidated joint venture for impairment periodically and the Company would record an impairment charge when events or circumstances change indicating that a decline in the fair values below the carrying values has occurred and such decline is other-than temporary. The ultimate realization of the Company's investment in its unconsolidated joint venture was dependent on a number of factors, including the performance of each investment and market conditions. As of September 30, 2013, the Company has no remaining unconsolidated joint ventures. | |
Cash and Cash Equivalents, Policy [Policy Text Block] | ' |
Cash and Cash Equivalents | |
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed the federally insured limit by the Federal Deposit Insurance Corporation. The Company has not experienced any losses related to these balances. | |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | ' |
Restricted Cash | |
The terms of several of the Company's mortgage loans payable require the Company to deposit certain replacement and other reserves with its lenders. Such "restricted cash" is generally available only for property-level requirements for which the reserves have been established and is not available to fund other property-level or Company-level obligations. | |
Revenue Recognition, Policy [Policy Text Block] | ' |
Revenue Recognition | |
Management has determined that all of the Company's leases with its various tenants are operating leases. Rental income is generally recognized based on the terms of leases entered into with tenants. In those instances in which the Company funds tenant improvements and the improvements are deemed to be owned by the Company, revenue recognition will commence when the improvements are substantially completed and possession or control of the space is turned over to the tenant. When the Company determines that the tenant allowances are lease incentives, the Company commences revenue recognition 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. Property operating expense recoveries from tenants of common area maintenance, real estate taxes and other recoverable costs are recognized in the period the related expenses are incurred. Lease incentives are amortized as a reduction of rental revenue over the respective tenant lease terms. | |
Termination fees (included in rental revenue) are fees that the Company has agreed to accept in consideration for permitting certain tenants to terminate their lease prior to the contractual expiration date. The Company recognizes termination fees in accordance with Securities and Exchange Commission Staff Accounting Bulletin 104, "Revenue Recognition," when the following conditions are met: (a) the termination agreement is executed; (b) the termination fee is determinable; (c) all landlord services pursuant to the terminated lease have been rendered; and (d) collectivity of the termination fee is assured. Interest income is recognized as it is earned. Gains or losses on disposition of properties are recorded when the criteria for recognizing such gains or losses under generally accepted accounting principles 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 and the allowance for bad debts by considering tenant creditworthiness, current economic trends, and changes in tenants' payment patterns when evaluating the adequacy of the allowance for doubtful accounts receivable. The Company also provides an allowance for future credit losses of the deferred straight-line rents receivable. The provision for doubtful accounts at both September 30, 2013 and December 31, 2012 was approximately $3.2 million. | |
Depreciation, Depletion, and Amortization [Policy Text Block] | ' |
Depreciation and Amortization | |
The Company uses the straight-line method for depreciation and amortization. Buildings are depreciated over the estimated useful lives which the Company estimates to be 39-40 years. Property improvements are depreciated over the estimated useful lives that range from 10 to 20 years. Furniture and fixtures are depreciated over the estimated useful lives that range from 3 to 10 years. Tenant improvements are amortized over the shorter of the life of the related leases or their useful life. | |
Deferred Charges, Policy [Policy Text Block] | ' |
Deferred Charges | |
Deferred charges consist principally of leasing commissions and acquired lease origination costs (which are amortized ratably over the life of the tenant leases) and financing fees (which are amortized over the term of the related debt obligation). Deferred charges in the accompanying consolidated balance sheets are shown at cost, net of accumulated amortization of approximately $13.0 million and $9.1 million, as of September 30, 2013 and December 31, 2012, respectively. | |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | ' |
Concentration of Credit Risk | |
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and tenant receivables. The Company places its cash and cash equivalents in excess of insured amounts with high quality financial institutions. The Company performs ongoing credit evaluations of its tenants and requires tenants to provide security deposits. | |
Earnings Per Share, Policy [Policy Text Block] | ' |
Earnings Per Share | |
Basic earnings per share ("EPS") excludes the impact of dilutive shares and is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue shares of common stock were exercised or converted into shares of common stock and then shared in the earnings of the Company. | |
During both the three and nine months ended September 30, 2013 and 2012, the effect of the 41,400,000 warrants to purchase ROIC’s common stock (the "Public Warrants") issued in connection with ROIC’s initial public offering (the "IPO") and the 8,000,000 warrants (the "Private Placement Warrants") purchased by NRDC Capital Management, LLC (the "Sponsor") simultaneously with the consummation of the IPO, for the time these were outstanding during these periods, were included in the calculation of diluted EPS as the weighted average share price was greater than the exercise price during these periods. See Note 6 below. | |
For the three and nine months ended September 30, 2013 and 2012, basic EPS was determined by dividing net income allocable to common stockholders for the applicable period by the weighted average number of shares of common stock outstanding during such period. Net income during the applicable period is also allocated to the time-based unvested restricted stock as these grants are entitled to receive dividends and are therefore considered a participating security. Time-based unvested restricted stock is not allocated net losses and/or any excess of dividends declared over net income; such amounts are allocated entirely to the common stockholders other than the holders of time-based unvested restricted stock. The performance-based restricted stock awards outstanding under the 2009 Plan described in Note 7 are excluded from the basic EPS calculation, as these units are not participating securities until they vest. | |
The following table sets forth the reconciliation between basic and diluted EPS for ROIC: | |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' |
Stock-Based Compensation | |
The Company has a stock-based employee compensation plan, which is more fully described in Note 7. | |
The Company accounts for its stock-based compensation plans based on the FASB guidance which requires that compensation expense be recognized based on the fair value of the stock awards less estimated forfeitures. Restricted stock grants vest based upon the completion of a service period ("time-based grants") and/or the Company meeting certain established financial performance criteria ("performance-based grants"). Time-based grants are valued according to the market price for ROIC’s common stock at the date of grant. For performance-based grants, the Company generally engages an independent appraisal company to determine the value of the shares at the date of grant, taking into account the underlying contingency risks associated with the performance criteria. It is the Company's policy to grant options with an exercise price equal to the quoted closing market price of stock on the grant date or the date immediately prior to the grant date. Awards of stock options and time-based grants stock are expensed as compensation ratably over the vesting period. Awards of performance-based grants are expensed as compensation under an accelerated method and are recognized in income regardless of the Company results against the performance criteria. | |
Derivatives, Policy [Policy Text Block] | ' |
Derivatives | |
The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. | |
Segment Reporting, Policy [Policy Text Block] | ' |
Reporting | |
The Company operates in one industry segment, ownership of commercial real estate properties. The Company does not distinguish in property operations for purposes of measuring performance. The Company reassesses its conclusion that it has one reportable operating segment at least annually. | |
Reclassification, Policy [Policy Text Block] | ' |
Reclassifications | |
Certain reclassifications have been made to the prior period consolidated financial statements and notes to conform to the current year presentation. |
Note_1_Organization_Basis_of_P1
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | ||||||||||||||||
For the Three Months Ended | For the Nine Months Ended | ||||||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Numerator: | |||||||||||||||||
Net income attributable to ROIC | $ | 25,262,291 | $ | 2,618,768 | $ | 30,023,189 | $ | 8,170,504 | |||||||||
Less, earnings allocated to unvested shares | (20,736 | ) | (70,280 | ) | (57,623 | ) | (165,949 | ) | |||||||||
Net income available for common shareholders, basic and diluted | $ | 25,241,555 | $ | 2,548,488 | $ | 29,965,566 | $ | 8,004,555 | |||||||||
Denominator: | |||||||||||||||||
Denominator for basic EPS – weighted average common shares | 72,025,017 | 51,440,751 | 65,810,620 | 50,483,251 | |||||||||||||
Warrants | 1,318,662 | 1,823,756 | 2,827,612 | 609,877 | |||||||||||||
OP Units | 143,055 | — | 48,209 | — | |||||||||||||
Restricted stock awards – performance-based | 134,402 | 126,697 | 123,661 | 125,071 | |||||||||||||
Stock Options | 59,094 | 54,634 | 61,263 | 47,512 | |||||||||||||
Denominator for diluted EPS – weighted average common equivalent shares | 73,680,230 | 53,445,838 | 68,871,365 | 51,265,711 | |||||||||||||
For the Three Months Ended | For the Nine Months Ended | ||||||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Numerator: | |||||||||||||||||
Net income attributable to the Operating Partnership | $ | 25,262,291 | $ | 2,618,768 | $ | 30,023,189 | $ | 8,170,504 | |||||||||
Less, earnings allocated to unvested units | (20,736 | ) | (70,280 | ) | (57,623 | ) | (165,949 | ) | |||||||||
Net income available for unitholders, basic and diluted | $ | 25,241,555 | $ | 2,548,488 | $ | 29,965,566 | $ | 8,004,555 | |||||||||
Denominator: | |||||||||||||||||
Denominator for basic earnings per unit – weighted average units | 72,168,072 | 51,440,751 | 65,858,829 | 50,483,251 | |||||||||||||
Warrants | 1,318,662 | 1,823,756 | 2,827,612 | 609,877 | |||||||||||||
Restricted stock awards – performance-based | 134,402 | 126,697 | 123,661 | 125,071 | |||||||||||||
Stock Options | 59,094 | 54,634 | 61,263 | 47,512 | |||||||||||||
Denominator for diluted earnings per unit – weighted average units | 73,680,230 | 53,445,838 | 68,871,365 | 51,265,711 |
Note_2_Real_Estate_Investments1
Note 2 - Real Estate Investments (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Table Text Block [Abstract] | ' | ||||||||||||||||
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | ' | ||||||||||||||||
September 30, | |||||||||||||||||
2013 | |||||||||||||||||
ASSETS | |||||||||||||||||
Land | $ | 92,737,353 | |||||||||||||||
Building and improvements | 287,160,030 | ||||||||||||||||
Cash and cash equivalents | 552,213 | ||||||||||||||||
Acquired lease intangible asset | 12,645,524 | ||||||||||||||||
Deferred charges | 4,718,347 | ||||||||||||||||
Tenant receivables and other assets | 1,132,232 | ||||||||||||||||
Assets acquired | $ | 398,945,699 | |||||||||||||||
LIABILITIES | |||||||||||||||||
Acquired lease intangible liability | 6,444,176 | ||||||||||||||||
Mortgage notes assumed | 62,749,675 | ||||||||||||||||
Accrued expenses and other liabilities | 4,282,450 | ||||||||||||||||
Liabilities assumed | $ | 73,476,301 | |||||||||||||||
Business Acquisition, Pro Forma Information [Table Text Block] | ' | ||||||||||||||||
For the Three Months Ended | For the Nine Months Ended | ||||||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Statement of operations: | |||||||||||||||||
Revenues | $ | 31,583,264 | $ | 29,649,795 | $ | 94,490,509 | $ | 91,581,332 | |||||||||
Property operating and other (income) and expenses | (4,322,845 | ) | 14,576,943 | 31,298,109 | 43,355,811 | ||||||||||||
Depreciation and amortization | 10,801,778 | 10,459,503 | 32,730,036 | 33,045,275 | |||||||||||||
Net income attributable to Retail Opportunity Investments Corp. | $ | 25,104,331 | $ | 4,613,349 | $ | 30,462,364 | $ | 15,180,246 | |||||||||
Condensed Income Statement [Table Text Block] | ' | ||||||||||||||||
For the Three | For the Nine | ||||||||||||||||
Months Ended | Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2013 | ||||||||||||||||
Statement of operations: | |||||||||||||||||
Revenues | $ | 3,704,067 | $ | 6,267,584 | |||||||||||||
Property operating and other expenses | 1,562,393 | 2,798,255 | |||||||||||||||
Depreciation and amortization | 1,709,838 | 2,970,022 | |||||||||||||||
Net income attributable to Retail Opportunity Investments Corp. | $ | 431,836 | $ | 499,307 | |||||||||||||
For the Three | For the Nine | ||||||||||||||||
Months Ended | Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2012 | 2012 | ||||||||||||||||
Statement of operations: | |||||||||||||||||
Revenues | $ | 2,404,248 | $ | 4,714,303 | |||||||||||||
Property operating and other expenses | 711,904 | 2,117,411 | |||||||||||||||
Depreciation and amortization | 876,498 | 1,680,821 | |||||||||||||||
Net income attributable to Retail Opportunity Investments Corp. | $ | 815,846 | $ | 916,071 |
Note_4_Mortgage_Notes_Payable_1
Note 4 - Mortgage Notes Payable and Credit Facilities (Tables) | 9 Months Ended | ||||||||||||||
Sep. 30, 2013 | |||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||
Schedule of Debt [Table Text Block] | ' | ||||||||||||||
Property | Maturity Date | Interest Rate | 30-Sep-13 | December 31, 2012 | |||||||||||
Gateway Village I | Feb-14 | 5.58% | $ | — | $ | 6,718,119 | |||||||||
Gateway Village II | May-14 | 5.73% | 6,755,688 | 6,872,265 | |||||||||||
Euclid Plaza | Nov-14 | 5.23% | 8,199,219 | 8,329,824 | |||||||||||
Country Club Gate | Jan-15 | 5.04% | 12,298,360 | 12,477,997 | |||||||||||
Renaissance Towne Centre | Jun-15 | 5.13% | 16,559,352 | 16,760,383 | |||||||||||
Crossroads Shopping Center | Sep-15 | 6.50% | 49,613,818 | — | |||||||||||
Gateway Village III | Jul-16 | 6.10% | 7,392,459 | 7,460,907 | |||||||||||
Bernardo Heights | Jul-17 | 5.70% | 8,787,673 | — | |||||||||||
Santa Teresa Village | Feb-18 | 6.20% | 11,081,533 | 11,223,888 | |||||||||||
$ | 120,688,102 | $ | 69,843,383 | ||||||||||||
Mortgage Premium | 6,222,540 | 2,846,459 | |||||||||||||
Total mortgage notes payable | $ | 126,910,642 | $ | 72,689,842 |
Note_7_Stock_Compensation_for_1
Note 7 - Stock Compensation for ROIC (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | ' | ||||||||
Shares | Weighted Average | ||||||||
Grant Date Fair Value | |||||||||
Non-vested at December 31, 2012 | 391,264 | $ | 10.48 | ||||||
Granted | 224,500 | $ | 11.82 | ||||||
Vested | -95,664 | $ | 10.81 | ||||||
Non-vested at September 30, 2013 | 520,100 | $ | 11.15 |
Note_9_Fair_Value_of_Financial1
Note 9 - Fair Value of Financial Instruments (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Note 9 - Fair Value of Financial Instruments (Tables) [Line Items] | ' | ||||||||||||||||
Schedule of Interest Rate Derivatives [Table Text Block] | ' | ||||||||||||||||
Swap Counterparty | Notional Amount | Effective Date | Maturity Date | Cash Settlement Date | |||||||||||||
Wells Fargo Bank, N.A. | $ | 25,000,000 | 4/15/11 | 4/15/21 | 9/22/14 | ||||||||||||
PNC Bank, N.A. | $ | 50,000,000 | 7/1/11 | 7/1/18 | 12/1/13 | ||||||||||||
Bank of Montreal | $ | 50,000,000 | 4/2/12 | 4/1/19 | 12/1/13 | ||||||||||||
Wells Fargo Bank, N.A. | $ | 25,000,000 | 4/2/12 | 4/2/19 | 9/22/14 | ||||||||||||
Royal Bank of Canada | $ | 25,000,000 | 4/1/13 | 4/3/23 | 10/31/14 | ||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | ' | ||||||||||||||||
Quoted Prices in | Significant Other | Significant | Total | ||||||||||||||
Active Markets for | Observable Inputs | Unobservable | |||||||||||||||
Identical Assets and | (Level 2) | Inputs (Level 3) | |||||||||||||||
Liabilities (Level 1) | |||||||||||||||||
September 30, 2013: | |||||||||||||||||
Assets | |||||||||||||||||
Derivative financial instruments | $ | — | $ | 1,391,684 | $ | — | $ | 1,391,684 | |||||||||
Liabilities | |||||||||||||||||
Derivative financial instruments | $ | — | $ | (11,346,791 | ) | $ | — | $ | (11,346,791 | ) | |||||||
December 31, 2012: | |||||||||||||||||
Liabilities | |||||||||||||||||
Derivative financial instruments | $ | — | $ | (18,012,516 | ) | $ | — | $ | (18,012,516 | ) | |||||||
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | ' | ||||||||||||||||
Derivatives designed as hedging instruments | Balance sheet location | 30-Sep-13 | December 31, 2012 | ||||||||||||||
Fair Value | Fair Value | ||||||||||||||||
Interest rate products | Other assets | $ | 1,391,684 | $ | — | ||||||||||||
Interest rate products | Other liabilities | $ | (11,346,791 | ) | $ | (18,012,516 | ) | ||||||||||
Cash Flow Hedges [Member] | ' | ||||||||||||||||
Note 9 - Fair Value of Financial Instruments (Tables) [Line Items] | ' | ||||||||||||||||
Derivative Instruments, Gain (Loss) [Table Text Block] | ' | ||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Amount of gain (loss) recognized in OCI on derivative | $ | (1,419,472 | ) | $ | (2,823,453 | ) | $ | 4,642,590 | $ | (7,873,977 | ) | ||||||
Amount of loss reclassified from accumulated OCI into interest | $ | 1,187,866 | $ | 1,184,484 | $ | 3,558,368 | $ | 2,720,594 | |||||||||
Amount of gain (loss) recognized in income on derivative (ineffective portion and amount excluded from effectiveness testing) | $ | (1,259 | ) | $ | (22,807 | ) | $ | 3,308 | $ | (10,511 | ) |
Note_10_Commitments_and_Contin1
Note 10 - Commitments and Contingencies (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | ' | ||||
Operating Leases | |||||
2013 | $ | 172,722 | |||
2014 | 690,888 | ||||
2015 | 690,888 | ||||
2016 | 754,910 | ||||
2017 | 818,932 | ||||
Thereafter | 23,981,684 | ||||
Total minimum lease payments | $ | 27,110,024 |
Note_1_Organization_Basis_of_P2
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Taxable Income, Percentage | ' | 90.00% | ' | 90.00% | ' | ' |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | ' | ' | ' | 3,290,263 | ' | ' |
Tax Adjustments, Settlements, and Unusual Provisions (in Dollars) | ' | ' | ' | $122,000 | ' | ' |
SEC Schedule III, Real Estate, Improvements (in Dollars) | ' | ' | ' | 14,400,000 | 5,800,000 | ' |
Number of Years from Aquisition Date | ' | ' | '1 year | ' | '1 year | ' |
Acquisition Costs, Period Cost (in Dollars) | ' | 641,224 | 194,191 | 1,569,592 | 947,404 | ' |
SalesPriceOfPropertySold (in Dollars) | 6,300,000 | ' | ' | ' | ' | ' |
Proceeds from Sale of Real Estate (in Dollars) | 5,600,000 | ' | ' | ' | ' | ' |
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax (in Dollars) | ' | ' | ' | -713,529 | ' | ' |
Allowance for Doubtful Accounts Receivable (in Dollars) | ' | 3,200,000 | ' | 3,200,000 | ' | 3,200,000 |
Deferred Costs, Leasing, Accumulated Amortization (in Dollars) | ' | $13,000,000 | ' | $13,000,000 | ' | $9,100,000 |
Number of Operating Segments | ' | ' | ' | 1 | ' | ' |
Number of Reportable Segments | ' | ' | ' | 1 | ' | ' |
Three Month Period [Member] | Public Warrants [Member] | ' | ' | ' | ' | ' | ' |
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Outstanding (in Shares) | ' | 41,400,000 | 41,400,000 | 41,400,000 | 41,400,000 | ' |
Three Month Period [Member] | Private Placement Warrants [Member] | ' | ' | ' | ' | ' | ' |
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Outstanding (in Shares) | ' | ' | 8,000,000 | ' | 8,000,000 | ' |
Class of Warrant or Right, Unissued (in Shares) | ' | 8,000,000 | ' | 8,000,000 | ' | ' |
Nine Month Period [Member] | Public Warrants [Member] | ' | ' | ' | ' | ' | ' |
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Outstanding (in Shares) | ' | 41,400,000 | 41,400,000 | 41,400,000 | 41,400,000 | ' |
Nine Month Period [Member] | Private Placement Warrants [Member] | ' | ' | ' | ' | ' | ' |
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Outstanding (in Shares) | ' | 8,000,000 | 8,000,000 | 8,000,000 | 8,000,000 | ' |
Public Warrants [Member] | ' | ' | ' | ' | ' | ' |
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Outstanding (in Shares) | ' | 10,659,068 | ' | 10,659,068 | ' | ' |
Private Placement Warrants [Member] | ' | ' | ' | ' | ' | ' |
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Outstanding (in Shares) | ' | 0 | ' | 0 | ' | ' |
Building [Member] | Minimum [Member] | ' | ' | ' | ' | ' | ' |
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Useful Life | ' | ' | ' | '39 years | ' | ' |
Building [Member] | Maximum [Member] | ' | ' | ' | ' | ' | ' |
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Useful Life | ' | ' | ' | '40 years | ' | ' |
Building Improvements [Member] | Minimum [Member] | ' | ' | ' | ' | ' | ' |
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Useful Life | ' | ' | ' | '10 years | ' | ' |
Building Improvements [Member] | Maximum [Member] | ' | ' | ' | ' | ' | ' |
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Useful Life | ' | ' | ' | '20 years | ' | ' |
Furniture and Fixtures [Member] | Minimum [Member] | ' | ' | ' | ' | ' | ' |
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Useful Life | ' | ' | ' | '3 years | ' | ' |
Furniture and Fixtures [Member] | Maximum [Member] | ' | ' | ' | ' | ' | ' |
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Useful Life | ' | ' | ' | '10 years | ' | ' |
Note_1_Organization_Basis_of_P3
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Reconciliation Between Basic and Diluted EPS (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Reconciliation Between Basic and Diluted EPS [Line Items] | ' | ' | ' | ' |
Net income (in Dollars) | $25,262,291 | $2,618,768 | $30,023,189 | $8,170,504 |
Less, earnings allocated to unvested shares (in Dollars) | -20,736 | -70,280 | -57,623 | -165,949 |
Net income available for common shareholders/unitholders, basic and diluted (in Dollars) | 25,241,555 | 2,548,488 | 29,965,566 | 8,004,555 |
Denominator for basic EPS/earnings per unit | 72,025,017 | 51,440,751 | 65,810,620 | 50,483,251 |
Denominator for diluted EPS/ earnings per unit | 73,680,230 | 53,445,838 | 68,871,365 | 51,265,711 |
OP Units [Member] | ' | ' | ' | ' |
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Reconciliation Between Basic and Diluted EPS [Line Items] | ' | ' | ' | ' |
OP Units | 143,055 | ' | 48,209 | ' |
Performance Shares [Member] | Retail Opportunity Investments Partnership L.P. [Member] | ' | ' | ' | ' |
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Reconciliation Between Basic and Diluted EPS [Line Items] | ' | ' | ' | ' |
Share-based Payment Awards | 134,402 | 126,697 | 123,661 | 125,071 |
Performance Shares [Member] | ' | ' | ' | ' |
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Reconciliation Between Basic and Diluted EPS [Line Items] | ' | ' | ' | ' |
Share-based Payment Awards | 134,402 | 126,697 | 123,661 | 125,071 |
Employee Stock Option [Member] | Retail Opportunity Investments Partnership L.P. [Member] | ' | ' | ' | ' |
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Reconciliation Between Basic and Diluted EPS [Line Items] | ' | ' | ' | ' |
Share-based Payment Awards | 59,094 | 54,634 | 61,263 | 47,512 |
Employee Stock Option [Member] | ' | ' | ' | ' |
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Reconciliation Between Basic and Diluted EPS [Line Items] | ' | ' | ' | ' |
Share-based Payment Awards | 59,094 | 54,634 | 61,263 | 47,512 |
Warrant [Member] | Retail Opportunity Investments Partnership L.P. [Member] | ' | ' | ' | ' |
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Reconciliation Between Basic and Diluted EPS [Line Items] | ' | ' | ' | ' |
Warrants | 1,318,662 | 1,823,756 | 2,827,612 | 609,877 |
Warrant [Member] | ' | ' | ' | ' |
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Reconciliation Between Basic and Diluted EPS [Line Items] | ' | ' | ' | ' |
Warrants | 1,318,662 | 1,823,756 | 2,827,612 | 609,877 |
Retail Opportunity Investments Partnership L.P. [Member] | ' | ' | ' | ' |
Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Reconciliation Between Basic and Diluted EPS [Line Items] | ' | ' | ' | ' |
Net income (in Dollars) | 25,262,291 | 2,618,768 | 30,023,189 | 8,170,504 |
Less, earnings allocated to unvested shares (in Dollars) | -20,736 | -70,280 | -57,623 | -165,949 |
Net income available for common shareholders/unitholders, basic and diluted (in Dollars) | $25,241,555 | $2,548,488 | $29,965,566 | $8,004,555 |
Denominator for basic EPS/earnings per unit | 72,168,072 | 51,440,751 | 65,858,829 | 50,483,251 |
Denominator for diluted EPS/ earnings per unit | 73,680,230 | 53,445,838 | 68,871,365 | 51,265,711 |
Note_2_Real_Estate_Investments2
Note 2 - Real Estate Investments (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | |||||||||||
Sep. 18, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 27, 2013 | Sep. 27, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Feb. 01, 2013 | Feb. 06, 2013 | Apr. 15, 2013 | Apr. 22, 2013 | Jun. 27, 2013 | Jun. 27, 2013 | Aug. 23, 2013 | Sep. 27, 2013 | Sep. 26, 2013 | Dec. 31, 2012 | Sep. 27, 2013 | Sep. 27, 2013 | Sep. 30, 2013 | Sep. 27, 2013 | |
OP Units [Member] | OP Units [Member] | Joint Venture Which Owns the Crossroads Shopping Center [Member] | Joint Venture Which Owns the Crossroads Shopping Center [Member] | Diamond Bar Town Center [Member] | Bernardo Heights Plaza [Member] | Canyon Crossing Shopping Center [Member] | Diamond Hills Plaza [Member] | Hawthorne Crossing [Member] | Granada Shopping Center [Member] | Robinwood Shopping Center [Member] | Terranomics Crossroads Associates, LP [Member] | Terranomics Crossroads Associates, LP [Member] | Terranomics Crossroads Associates, LP [Member] | Crossroads Shopping Center [Member] | SARM Five Points LLC [Member] | SARM Five Points LLC [Member] | SARM Five Points Plaza LLC [Member] | ||||||
Terranomics Crossroads Associates, LP [Member] | SARM Five Points LLC [Member] | Second Mortgage [Member] | sqft | sqft | sqft | sqft | sqft | sqft | sqft | sqm | sqm | ||||||||||||
Note 2 - Real Estate Investments (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Consideration Transferred | ' | ' | ' | ' | ' | ' | ' | ' | ' | $27,400,000 | $12,400,000 | $35,000,000 | $48,000,000 | $41,500,000 | $17,500,000 | $14,200,000 | ' | ' | ' | ' | ' | ' | ' |
Area of Real Estate Property (in Square Feet) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | 38,000 | 121,000 | 140,000 | 141,000 | 69,000 | 71,000 | ' | ' | ' | 464,000 | 161,000 | ' | ' |
Payments to Acquire Businesses, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 43,600,000 | ' | ' |
Business Combination, Consideration Transferred, Liabilities Incurred | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,900,000 | ' | ' | ' | ' | ' | 49,600,000 | ' | ' | ' | ' | ' | ' |
Business Combination, Mortgage Assumed | ' | 62,749,675 | 8,428,062 | 62,749,675 | 8,428,062 | ' | ' | ' | ' | ' | 9,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to Acquire Land | 700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Percentage of Voting Interests Acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 51.00% | ' | ' | ' | 100.00% | ' | ' |
Limited Partners' Capital Account, Units Issued (in Shares) | ' | 2,639,632 | ' | 2,639,632 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,639,632 | ' | ' | ' | 650,631 | 650,631 | ' |
Stock Issued During Period, Value, Acquisitions | ' | ' | ' | ' | ' | 36,400,000 | 9,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Method Investment, Ownership Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 49.00% | 49.00% | ' | 100.00% | ' | ' |
Equity Method Investments Fair Value Disclosure Prior To Acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 36,000,000 | ' | ' | ' | ' | ' |
' | 20,381,849 | 2,144,696 | 20,381,849 | 2,144,696 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,400,000 | ' | ' | ' | ' | ' | ' | |
Area of Real Estate Property (in Square Meters) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | 38,000 | 121,000 | 140,000 | 141,000 | 69,000 | 71,000 | ' | ' | ' | 464,000 | 161,000 | ' | ' |
Business Acquisition Adjusted Purchase Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 52,600,000 |
Repayment Of Other Debt By Seller | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,200,000 | ' | ' |
Mortgage Loans on Real Estate | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to Acquire Mortgage Notes Receivable | ' | ' | ' | 294,000 | ' | ' | ' | ' | 294,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Method Investments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,300,000 | ' | ' | ' | ' |
Transfer Of Equity Investment In Property To Real Estate Investment | ' | ' | ' | $15,990,769 | $4,008,350 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $16,000,000 | ' | ' | ' | ' | ' | ' |
Note_2_Real_Estate_Investments3
Note 2 - Real Estate Investments (Details) - Purchase Price Allocation of Properties Acquired (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
ASSETS | ' | ' |
Land | $92,737,353 | ' |
Building and improvements | 287,160,030 | ' |
Cash and cash equivalents | 552,213 | ' |
Acquired lease intangible asset | 12,645,524 | ' |
Deferred charges | 4,718,347 | ' |
Tenant receivables and other assets | 1,132,232 | ' |
Assets acquired | 398,945,699 | ' |
LIABILITIES | ' | ' |
Acquired lease intangible liability | 6,444,176 | 9,660,574 |
Mortgage notes assumed | 62,749,675 | ' |
Accrued expenses and other liabilities | 4,282,450 | ' |
Liabilities assumed | $73,476,301 | ' |
Note_2_Real_Estate_Investments4
Note 2 - Real Estate Investments (Details) - Pro Forma Financial Information - Results of Operations Had the Acquisitions Occured at the Beginning of the Year (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Statement of operations: | ' | ' | ' | ' |
Revenues | $31,583,264 | $29,649,795 | $94,490,509 | $91,581,332 |
Property operating and other (income) and expenses | -4,322,845 | 14,576,943 | 31,298,109 | 43,355,811 |
Depreciation and amortization | 10,801,778 | 10,459,503 | 32,730,036 | 33,045,275 |
Net income attributable to Retail Opportunity Investments Corp. | $25,104,331 | $4,613,349 | $30,462,364 | $15,180,246 |
Note_2_Real_Estate_Investments5
Note 2 - Real Estate Investments (Details) - Operating Results Included in the Company's Historical Consolidated Statement of Operations For Properties Acquired During the Reported Periods (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Statement of operations: | ' | ' | ' | ' |
Revenues | $27,147,442 | $18,889,274 | $77,594,098 | $53,655,330 |
Property operating and other expenses | 4,963,809 | 3,072,670 | 13,204,316 | 9,324,140 |
Depreciation and amortization | 9,755,321 | 7,070,557 | 27,813,157 | 20,737,917 |
Net income attributable to Retail Opportunity Investments Corp. | 25,262,291 | 2,618,768 | 30,023,189 | 8,170,504 |
Attributable to Acquired Properties During the Reporting Periods [Member] | ' | ' | ' | ' |
Statement of operations: | ' | ' | ' | ' |
Revenues | 3,704,067 | 2,404,248 | 6,267,584 | 4,714,303 |
Property operating and other expenses | 1,562,393 | 711,904 | 2,798,255 | 2,117,411 |
Depreciation and amortization | 1,709,838 | 876,498 | 2,970,022 | 1,680,821 |
Net income attributable to Retail Opportunity Investments Corp. | $431,836 | $815,846 | $499,307 | $916,071 |
Note_3_Discontinued_Operations1
Note 3 - Discontinued Operations (Details) (USD $) | 1 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | |
Jun. 30, 2013 | Sep. 30, 2013 | Jun. 05, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | |
Nimbus Winery Shopping Center [Member] | Nimbus Winery Shopping Center [Member] | Nimbus Winery Shopping Center [Member] | |||
Note 3 - Discontinued Operations (Details) [Line Items] | ' | ' | ' | ' | ' |
SalesPriceOfPropertySold | $6,300,000 | ' | $6,300,000 | ' | ' |
Proceeds from Sale of Real Estate | 5,600,000 | ' | 5,600,000 | ' | ' |
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax | ' | -713,529 | ' | -714,000 | ' |
Real Estate Held-for-sale | ' | ' | ' | ' | $6,300,000 |
Note_4_Mortgage_Notes_Payable_2
Note 4 - Mortgage Notes Payable and Credit Facilities (Details) (USD $) | 9 Months Ended | 9 Months Ended | 3 Months Ended | ||||||||||
Sep. 30, 2013 | Sep. 26, 2013 | Jun. 30, 2013 | Jun. 26, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Subsequent to June 26,2013 [Member] | Accordion Feature [Member] | Accordion Feature [Member] | If Oustanding Principal Is Less Than Fifty Percent Of The Aggregate Commitments [Member] | If Outstanding Principal Is Greater Than Or Equal To Fifty Percent Of Aggregate Commitments [Member] | Federal Funds Rate [Member] | Eurodollar [Member] | Term Loan [Member] | ||||||
Term Loan [Member] | Loan Agreements [Member] | Loan Agreements [Member] | |||||||||||
Note 4 - Mortgage Notes Payable and Credit Facilities (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | $350,000,000 | $200,000,000 | ' | ' | ' | $300,000,000 | $700,000,000 | ' | ' | ' | ' | $200,000,000 |
Line of Credit Facility, Expiration Date | 26-Sep-17 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Extension Option, Term | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | 1.00% | ' |
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | ' | ' | ' | ' | ' | ' | ' | ' | 0.35% | 0.25% | ' | ' | ' |
Line of Credit, Fronting Fee | ' | ' | ' | 0.13% | ' | 0.13% | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Amount Outstanding | 174,750,000 | ' | ' | ' | 119,000,000 | ' | ' | ' | ' | ' | ' | ' | 200,000,000 |
Line of Credit Facility, Interest Rate During Period | 1.60% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.40% |
Line of Credit Facility, Remaining Borrowing Capacity | $175,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 |
Note_4_Mortgage_Notes_Payable_3
Note 4 - Mortgage Notes Payable and Credit Facilities (Details) - Mortgage Notes Payable (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | |
Note 4 - Mortgage Notes Payable and Credit Facilities (Details) - Mortgage Notes Payable [Line Items] | ' | ' |
Balance | $120,688,102 | $69,843,383 |
120,688,102 | 69,843,383 | |
Mortgage Premium | 6,222,540 | 2,846,459 |
Total mortgage notes payable | 126,910,642 | 72,689,842 |
Gateway Village I [Member] | ' | ' |
Note 4 - Mortgage Notes Payable and Credit Facilities (Details) - Mortgage Notes Payable [Line Items] | ' | ' |
Maturity Date | 28-Feb-14 | ' |
Interest Rate | 5.58% | ' |
Balance | ' | 6,718,119 |
' | 6,718,119 | |
Gateway Village II [Member] | ' | ' |
Note 4 - Mortgage Notes Payable and Credit Facilities (Details) - Mortgage Notes Payable [Line Items] | ' | ' |
Maturity Date | 31-May-14 | ' |
Interest Rate | 5.73% | ' |
Balance | 6,755,688 | 6,872,265 |
6,755,688 | 6,872,265 | |
Euclid Plaza [Member] | ' | ' |
Note 4 - Mortgage Notes Payable and Credit Facilities (Details) - Mortgage Notes Payable [Line Items] | ' | ' |
Maturity Date | 30-Nov-14 | ' |
Interest Rate | 5.23% | ' |
Balance | 8,199,219 | 8,329,824 |
8,199,219 | 8,329,824 | |
Country Club Gate [Member] | ' | ' |
Note 4 - Mortgage Notes Payable and Credit Facilities (Details) - Mortgage Notes Payable [Line Items] | ' | ' |
Maturity Date | 31-Jan-15 | ' |
Interest Rate | 5.04% | ' |
Balance | 12,298,360 | 12,477,997 |
12,298,360 | 12,477,997 | |
Renaissance Towne Center [Member] | ' | ' |
Note 4 - Mortgage Notes Payable and Credit Facilities (Details) - Mortgage Notes Payable [Line Items] | ' | ' |
Maturity Date | 30-Jun-15 | ' |
Interest Rate | 5.13% | ' |
Balance | 16,559,352 | 16,760,383 |
16,559,352 | 16,760,383 | |
Crossroads Shopping Center [Member] | ' | ' |
Note 4 - Mortgage Notes Payable and Credit Facilities (Details) - Mortgage Notes Payable [Line Items] | ' | ' |
Maturity Date | 30-Sep-15 | ' |
Interest Rate | 6.50% | ' |
Balance | 49,613,818 | ' |
49,613,818 | ' | |
Gateway Village III [Member] | ' | ' |
Note 4 - Mortgage Notes Payable and Credit Facilities (Details) - Mortgage Notes Payable [Line Items] | ' | ' |
Maturity Date | 31-Jul-16 | ' |
Interest Rate | 6.10% | ' |
Balance | 7,392,459 | 7,460,907 |
7,392,459 | 7,460,907 | |
Bernardo Heights Plaza [Member] | ' | ' |
Note 4 - Mortgage Notes Payable and Credit Facilities (Details) - Mortgage Notes Payable [Line Items] | ' | ' |
Maturity Date | 31-Jul-17 | ' |
Interest Rate | 5.70% | ' |
Balance | 8,787,673 | ' |
8,787,673 | ' | |
Santa Teresa Village [Member] | ' | ' |
Note 4 - Mortgage Notes Payable and Credit Facilities (Details) - Mortgage Notes Payable [Line Items] | ' | ' |
Maturity Date | 28-Feb-18 | ' |
Interest Rate | 6.20% | ' |
Balance | 11,081,533 | 11,223,888 |
$11,081,533 | $11,223,888 |
Note_5_Preferred_Stock_of_ROIC1
Note 5 - Preferred Stock of ROIC (Details) | Sep. 30, 2013 | Dec. 31, 2012 |
Disclosure Text Block Supplement [Abstract] | ' | ' |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Note_6_Common_Stock_and_Warran1
Note 6 - Common Stock and Warrants of ROIC (Details) (USD $) | 1 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||
Jul. 31, 2013 | Jun. 30, 2011 | 31-May-10 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Jun. 23, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 23, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 23, 2011 | Sep. 30, 2013 | Jun. 23, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Open Market Transactions [Member] | Open Market Transactions [Member] | Privately Negotiated Transactions [Member] | Minimum Price Company's Common Stock Must Trade Before Warrants Issued in The IPO Can Be Redeemed [Member] | Original Number Outstanding [Member] | Private Placement Warrants [Member] | Private Placement Warrants [Member] | Sponsor [Member] | Public and Private Placement Warrants [Member] | Public Placement Warrants [Member] | Public Warrants [Member] | Commissions Paid to Agent [Member] | ||||||||
Public Warrants [Member] | |||||||||||||||||||
Note 6 - Common Stock and Warrants of ROIC (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Par or Stated Value Per Share (in Dollars per share) | ' | ' | ' | $0.00 | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Common Stock (in Dollars) | ' | $50,000,000 | ' | $39,300,000 | $36,860,055 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | 3,183,245 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 688,500 | ' | 201,001 | 18,565,282 | ' |
Payments of Stock Issuance Costs (in Dollars) | ' | ' | ' | 69,245 | 821,781 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 687,600 |
Warrants Purchased By Sponsor During IPO | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,000,000 | ' | ' | ' | ' | ' |
Warrants, Sales Price Per Warrant (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1 | ' | ' | ' | ' | ' |
Sponsor Warrants Exercised | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,000,000 | ' | ' | ' | ' | ' | ' |
Warrants, Repurchase Price Per Warrant (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' | ' | ' | ' |
Number of Days Notice | ' | ' | ' | ' | ' | ' | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12 | ' | ' | ' | ' | ' |
Share Price (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $18.75 | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Capital Shares Reserved for Future Issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 53,400,000 | ' | ' | ' |
Proceeds from Warrant Exercises (in Dollars) | ' | ' | ' | 222,783,378 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,400,000 | 222,800,000 | ' |
Stock Repurchase Program, Authorized Amount (in Dollars) | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant Repurchase Program, Authorized Amount (in Dollars) | ' | ' | 40,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Repurchased During Period, Shares (in Shares) | ' | ' | ' | ' | ' | ' | ' | 690,650 | 690,650 | 11,484,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments for Repurchase of Warrants (in Dollars) | ' | ' | ' | $23,318,841 | ' | ' | ' | $1,300,000 | $1,300,000 | $22,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 41,400,000 | 0 | ' | ' | ' | ' | 10,659,068 | ' |
Note_7_Stock_Compensation_for_2
Note 7 - Stock Compensation for ROIC (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Note 7 - Stock Compensation for ROIC (Details) [Line Items] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum | ' | ' | 7.50% | ' |
Share Based Compensation, Arrangement by Share Based Payment Award, Maximum Number of Shares (in Shares) | 4,000,000 | ' | 4,000,000 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in Shares) | ' | ' | 224,500 | ' |
Allocated Share-based Compensation Expense | $763,000 | $972,000 | $2,100,000 | $2,300,000 |
Restricted Stock [Member] | ' | ' | ' | ' |
Note 7 - Stock Compensation for ROIC (Details) [Line Items] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in Shares) | ' | ' | 224,500 | ' |
Performance Shares [Member] | ' | ' | ' | ' |
Note 7 - Stock Compensation for ROIC (Details) [Line Items] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in Shares) | ' | ' | 86,250 | ' |
Note_7_Stock_Compensation_for_3
Note 7 - Stock Compensation for ROIC (Details) - Status of Non-Vested Restricted Stock Awards (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Status of Non-Vested Restricted Stock Awards [Abstract] | ' |
Non-vested, Shares | 391,264 |
Non-vested, Weighted Average Grant Date Fair Value (in Dollars per share) | $10.48 |
Granted | 224,500 |
Granted (in Dollars per share) | $11.82 |
Vested | -95,664 |
Vested (in Dollars per share) | $10.81 |
Non-vested, Shares | 520,100 |
Non-vested, Weighted Average Grant Date Fair Value (in Dollars per share) | $11.15 |
Note_8_Capital_of_the_Operatin1
Note 8 - Capital of the Operating Partnership (Details) (USD $) | 9 Months Ended | ||||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 27, 2013 |
OP Units [Member] | SARM Five Points LLC [Member] | SARM Five Points LLC [Member] | |||
Note 8 - Capital of the Operating Partnership (Details) [Line Items] | ' | ' | ' | ' | ' |
Limited Partners' Capital Account, Units Outstanding | 75,352,848 | ' | ' | ' | ' |
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 95.60% | ' | ' | ' | ' |
Common Stock, Shares, Outstanding | 72,062,585 | 52,596,754 | ' | ' | ' |
Partners' Capital Account, Units | ' | ' | 3,290,263 | ' | ' |
Limited Partners' Capital Account, Units Issued | 2,639,632 | ' | ' | 650,631 | 650,631 |
Limited Partners' Capital Account, Description of Units | 'one-for-one | ' | ' | ' | ' |
Non Controlling Interest Redemption Value (in Dollars) | ' | ' | $45.50 | ' | ' |
Temporary Equity, Redemption Price Per Share (in Dollars per share) | ' | ' | $13.82 | ' | ' |
Note_9_Fair_Value_of_Financial2
Note 9 - Fair Value of Financial Instruments (Details) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
Note 9 - Fair Value of Financial Instruments (Details) [Line Items] | ' |
Mortgage Loans on Real Estate, Minimum Interest Rate in Range | 2.80% |
Mortgage Loans on Real Estate, Maximum Interest Rate in Range | 4.10% |
Mortgage Loans on Real Estate, Interest Rate | 3.10% |
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net (in Dollars) | $4.70 |
Mortgages [Member] | Fair Value, Inputs, Level 3 [Member] | ' |
Note 9 - Fair Value of Financial Instruments (Details) [Line Items] | ' |
Notes Payable, Fair Value Disclosure (in Dollars) | $134.20 |
Note_9_Fair_Value_of_Financial3
Note 9 - Fair Value of Financial Instruments (Details) - Summary of the terms of the Companybs forward starting interest rate swaps (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Wells Fargo Bank 1, N.A.[Member] | ' |
Note 9 - Fair Value of Financial Instruments (Details) - Summary of the terms of the Companybs forward starting interest rate swaps [Line Items] | ' |
Notional amount | $25,000,000 |
Effective date | 15-Apr-11 |
Maturity date | 15-Apr-21 |
Cash Settlement Date | 22-Sep-14 |
PNC Bank, N.A. [Member] | ' |
Note 9 - Fair Value of Financial Instruments (Details) - Summary of the terms of the Companybs forward starting interest rate swaps [Line Items] | ' |
Notional amount | 50,000,000 |
Effective date | 1-Jul-11 |
Maturity date | 1-Jul-18 |
Cash Settlement Date | 1-Dec-13 |
Bank of Montreal [Member] | ' |
Note 9 - Fair Value of Financial Instruments (Details) - Summary of the terms of the Companybs forward starting interest rate swaps [Line Items] | ' |
Notional amount | 50,000,000 |
Effective date | 2-Apr-12 |
Maturity date | 1-Apr-19 |
Cash Settlement Date | 1-Dec-13 |
Wells Fargo Bank 2, N.A. [Member] | ' |
Note 9 - Fair Value of Financial Instruments (Details) - Summary of the terms of the Companybs forward starting interest rate swaps [Line Items] | ' |
Notional amount | 25,000,000 |
Effective date | 2-Apr-12 |
Maturity date | 2-Apr-19 |
Cash Settlement Date | 22-Sep-14 |
Royal Bank of Canada [Member] | ' |
Note 9 - Fair Value of Financial Instruments (Details) - Summary of the terms of the Companybs forward starting interest rate swaps [Line Items] | ' |
Notional amount | $25,000,000 |
Effective date | 1-Apr-13 |
Maturity date | 3-Apr-23 |
Cash Settlement Date | 31-Oct-14 |
Note_9_Fair_Value_of_Financial4
Note 9 - Fair Value of Financial Instruments (Details) - Liabilities Measured at Fair Value on a Recurring Basis (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Assets | ' | ' |
Derivative financial instruments | $1,391,684 | ' |
Liabilities | ' | ' |
Derivative financial instruments | -11,346,791 | -18,012,516 |
Fair Value, Inputs, Level 2 [Member] | ' | ' |
Assets | ' | ' |
Derivative financial instruments | 1,391,684 | ' |
Liabilities | ' | ' |
Derivative financial instruments | ($11,346,791) | ($18,012,516) |
Note_9_Fair_Value_of_Financial5
Note 9 - Fair Value of Financial Instruments (Details) - Fair Value of Derivative Financial Instruments (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Fair Value of Derivative Financial Instruments [Abstract] | ' | ' |
Interest rate products | $1,391,684 | ' |
Interest rate products | ($11,346,791) | ($18,012,516) |
Note_9_Fair_Value_of_Financial6
Note 9 - Fair Value of Financial Instruments (Details) - Location of Gain or Loss on Interest Rate Derivatives Designated as Cash Flow Hedges (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Location of Gain or Loss on Interest Rate Derivatives Designated as Cash Flow Hedges [Abstract] | ' | ' | ' | ' |
Amount of gain (loss) recognized in OCI on derivative | ($1,419,472) | ($2,823,453) | $4,642,590 | ($7,873,977) |
Amount of loss reclassified from accumulated OCI into interest | 1,187,866 | 1,184,484 | 3,558,368 | 2,720,594 |
Amount of gain (loss) recognized in income on derivative (ineffective portion and amount excluded from effectiveness testing) | ($1,259) | ($22,807) | $3,308 | ($10,511) |
Note_10_Commitments_and_Contin2
Note 10 - Commitments and Contingencies (Details) | 1 Months Ended |
Sep. 27, 2013 | |
Terranomics Crossroads Associates, LP [Member] | ' |
Note 10 - Commitments and Contingencies (Details) [Line Items] | ' |
Equity Method Investment, Ownership Percentage | 51.00% |
Terranomics Crossroads Associates LP and SARM Five Points LLC [Member] | ' |
Note 10 - Commitments and Contingencies (Details) [Line Items] | ' |
Tax Protection Agreements, Period | '12 years |
SARM Five Points LLC [Member] | ' |
Note 10 - Commitments and Contingencies (Details) [Line Items] | ' |
Equity Method Investment, Ownership Percentage | 100.00% |
Note_10_Commitments_and_Contin3
Note 10 - Commitments and Contingencies (Details) - Future minimum annual lease payments under operating leases (USD $) | Sep. 30, 2013 |
Future minimum annual lease payments under operating leases [Abstract] | ' |
2013 | $172,722 |
2014 | 690,888 |
2015 | 690,888 |
2016 | 754,910 |
2017 | 818,932 |
Thereafter | 23,981,684 |
Total minimum lease payments | $27,110,024 |
Note_11_Related_Party_Transact1
Note 11 - Related Party Transactions (Details) (Related Party Lease Agreements [Member], USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Related Party Lease Agreements [Member] | ' | ' | ' | ' |
Note 11 - Related Party Transactions (Details) [Line Items] | ' | ' | ' | ' |
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party | $8,200 | $2,400 | $19,500 | $7,200 |
Note_12_Subsequent_Events_Deta
Note 12 - Subsequent Events (Details) (USD $) | 9 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||||
Sep. 30, 2013 | Oct. 16, 2013 | Oct. 16, 2013 | Oct. 17, 2013 | Oct. 31, 2013 | Oct. 15, 2013 | Oct. 16, 2013 | Oct. 30, 2013 | Sep. 30, 2013 | |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Original Number Outstanding [Member] | ||
Privately Negotiated Transactions [Member] | Public Warrants [Member] | OP Units [Member] | OP Units [Member] | Peninsula Marketplace [Member] | Public Warrants [Member] | ||||
sqm | |||||||||
Note 12 - Subsequent Events (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Consideration Transferred | ' | ' | ' | ' | ' | $35,900,000 | ' | ' | ' |
Area of Real Estate Property (in Square Meters) | ' | ' | ' | ' | ' | 95,000 | ' | ' | ' |
Warrants Repurchased During Period, Shares (in Shares) | ' | 4,350,000 | ' | ' | ' | ' | ' | ' | ' |
Payments for Repurchase of Warrants | 23,318,841 | ' | ' | ' | ' | ' | 9,400,000 | ' | ' |
Warrants and Rights Outstanding | ' | ' | 6,254,868 | ' | ' | ' | ' | ' | 41,400,000 |
Partners' Capital Account, Units, Redeemed (in Shares) | ' | ' | ' | 158,221 | ' | ' | ' | ' | ' |
Partners' Capital Account, Redemptions | ' | ' | ' | ' | $2,200,000 | ' | ' | ' | ' |
Common Stock, Dividends, Per Share, Declared (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | $0.15 | ' |