Property Portfolio - As of December 31, 2022, Retail Opportunity Investments Corp. (ROIC) owned 94 properties totaling approximately 10.6 million square feet of gross leasable area (GLA) [35] - The retail portfolio was approximately 98.1% leased as of December 31, 2022, with 1.6 million square feet leased or renewed during the year [161] - The Company's properties in California, Washington, and Oregon accounted for 64%, 22%, and 14% of its consolidated property operating income for the year ended December 31, 2022 [118] - The Company’s properties are impacted by general retail market conditions, including consumer spending and competition from online retailers, which could affect tenant performance [95] Acquisitions and Sales - The company acquired several properties in 2022, including Olympia Square North for approximately $18.4 million, Powell Valley Junction for approximately $17.7 million, and Village Oaks Shopping Center for approximately $24.1 million [44][45][46] - ROIC sold Aurora Square for $36.2 million, resulting in net proceeds of approximately $34.4 million and a gain on sale of approximately $7.7 million [48] - The Company expects to acquire additional properties, but may face competition and increased acquisition costs, which could affect financial performance [90] - The Company intends to use net proceeds from share sales for general corporate purposes, including funding acquisitions and working capital [233] Financial Performance - The company generated property operating income of approximately $227.2 million for the year ended December 31, 2022, representing an increase of approximately $21.2 million compared to $206.0 million in 2021 [195] - Funds from operations (FFO) for the year ended December 31, 2022, was $145.3 million, a 13.5% increase from $127.9 million in 2021 [204] - Total Company cash NOI for 2022 was $211.2 million, compared to $195.6 million in 2021 [209] - Net income attributable to stockholders for 2022 was $51.9 million, slightly down from $53.5 million in 2021 [204] Debt and Financing - As of December 31, 2022, ROIC had $300.0 million and $88.0 million outstanding under its term loan and credit facility, respectively, with weighted average interest rates of 2.7% and 3.1% [53] - The Company has an unsecured revolving credit facility with a borrowing capacity of $600.0 million, which can be increased to $1.2 billion under certain conditions [51] - The Company issued $250.0 million aggregate principal amount of unsecured senior notes due 2027, $200.0 million due 2026, $250.0 million due 2024, and $250.0 million due 2023, all fully guaranteed by ROIC [128] - The Company may incur additional indebtedness at higher rates if it needs to repay existing debt during periods of rising interest rates [132] Tenant and Lease Information - The Company derives significant revenues from major tenants, with Albertsons/Safeway, Kroger, and Rite Aid accounting for 5.7%, 3.2%, and 1.7% of annualized base rent, respectively, as of December 31, 2022 [104] - The largest tenant, Albertsons/Safeway Supermarkets, accounts for 5.7% of the total ABR, with no single tenant exceeding 5.7% [166][167] - The company has a diversified tenant mix, with 105 tenants contributing to 19.5% of the total ABR [167] - In 2023, 282 leases are set to expire, representing 10.3% of the total ABR, amounting to $24,088,000 [168] Environmental and Social Responsibility - The Company achieved a 15% year-over-year reduction in energy usage from 2020 to 2021 at like-for-like properties [79] - Solar agreements are in place at nine properties, representing approximately 18% of the portfolio by gross leasable area [79] - The Company was awarded the "Gold" level designation for energy efficiency for the second consecutive year by the U.S. Department of Energy [75] - The Company is in compliance with state laws and exchange requirements regarding board diversity, but future compliance cannot be guaranteed [158] Risks and Challenges - The Company faces competition from larger entities with greater resources, which may limit its ability to acquire desirable assets [68][81] - Economic conditions, including inflation or deflation, could materially affect the Company's income, cash flow, and ability to service debt obligations [88] - The Company faces risks associated with security breaches and disruptions of its IT networks, which could materially impact its financial condition and operations [108] - A prolonged economic slowdown or recession could adversely affect the Company's income, cash flow, and ability to service its debt obligations [112] Shareholder Distributions - Dividends paid and payable to stockholders for the year ended December 31, 2022, totaled approximately $92.4 million, an increase from $62.2 million in 2021 [234] - The Company must distribute at least 90% of its REIT taxable income annually to maintain its REIT status, or face U.S. federal corporate income tax on undistributed income [147] - The Company's ability to make distributions to its stockholders is contingent upon the Operating Partnership's cash flow, which is dependent on its subsidiaries' performance [138] - The Company’s ability to pay distributions may be materially affected by various risk factors, including its financial condition and debt covenants [156]

Investor Presentation 3rd Quarter 2022 Retail Opportunity Investments Corp. 11250 El Camino Real, Suite 200 San Diego, CA 92130 www.roireit.net 2 Seabridge Marketplace – Oxnard, CA OVERVIEW ROIC Today as of 09/30/2022 NASDAQ Symbol ROIC Total Market Capitalization $3.2B Total # of shopping centers 93 Total Owned Square Footage 10.6M Portfolio Lease Rate(1) 97.8% Total # of Tenants 2,031 Largest grocery-anchored shopping center public REIT focused exclusively on West Coast 97% of portfolio is grocery and/or ...

Financial Data and Key Metrics Changes - GAAP net income attributable to common shareholders for Q3 2022 was $18.5 million, or $0.15 per diluted share, compared to $41.7 million or $0.33 per diluted share for the first nine months of 2022 [8][10] - Funds from operations (FFO) for Q3 2022 totaled $36.5 million, or $0.27 per diluted share, up from $32.6 million or $0.25 per diluted share in Q3 2021 [8][10] - The company narrowed its FFO guidance for the full year 2022 to a range of $1.09 to $1.11 per share, with same-center NOI growth expected to be in the 4% to 5% range [10][11] Business Line Data and Key Metrics Changes - The portfolio lease rate increased to 97.8% as of September 30, 2022, up from 97.6% in Q2 2022 and 97.2% in Q1 2022 [5][13] - The company achieved a 48% increase in cash base rents on new leases signed during Q3 2022 [5] - Year-to-date, the company has renewed 884,000 square feet of space, including 349,000 square feet in Q3 alone [19] Market Data and Key Metrics Changes - The company acquired five grocery-anchored shopping centers for a total of $120 million, with a blended going-in yield in the low to mid-6% range [6][9] - Approximately 26% of total debt was floating rate, with 74% fixed rate, and no debt maturing until the end of 2023 [10] Company Strategy and Development Direction - The company plans to pause investment activity due to economic uncertainty and rising interest rates, focusing on monitoring the acquisition market [7] - The company aims to enhance tenant diversity and drive rental rates higher while maintaining a proactive approach to managing shopping centers [25][26] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the strong demand for space, anticipating continued opportunities to enhance value through proactive management [25] - The company noted that the current demand for space is expected to provide opportunities for growth, despite the challenges posed by rising interest rates [25][26] Other Important Information - The company is actively working to recapture space within its portfolio to accommodate existing tenants and attract new destination tenants [14][18] - Management highlighted that the fundamental drivers of the West Coast grocery-anchored portfolio remain sound, with strong demographic trends supporting long-term growth [25][26] Q&A Session Summary Question: Guidance clarification regarding occupancy and rental income - Management indicated that the majority of the $9.1 million in annual base rent expected to come online is anticipated to start in Q4 2022, offsetting increased interest expenses [29][30] Question: Plans for managing floating rate debt - Management stated that the term loan does not mature until 2025, allowing time to monitor market conditions for potential refinancing [32] Question: Investment appetite for 2023 - Management noted a cautious approach to investments, with a focus on monitoring market conditions and potential opportunities as they arise [36] Question: Leasing dynamics and tenant negotiations - Management confirmed that they are proactively negotiating with anchor tenants to secure longer lease terms and favorable conditions [46][52] Question: Impact of rising operating expenses - Management acknowledged that operating expenses have increased due to inflation but expect some stabilization in costs moving forward [60] Question: Tenant performance and potential risks - Management reported no significant weakness in the tenant base, with expectations for strong renewals among key tenants [91][92]

[PART I. FINANCIAL INFORMATION](index=5&type=section&id=Part%20I.%20Financial%20Information) This part provides the unaudited consolidated financial statements and related disclosures for ROIC and its Operating Partnership, detailing their financial position and performance [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements for ROIC and its Operating Partnership, including balance sheets, income statements, and cash flow statements [Consolidated Financial Statements of Retail Opportunity Investments Corp.](index=5&type=section&id=Consolidated%20Financial%20Statements%20of%20Retail%20Opportunity%20Investments%20Corp.) This chapter presents the unaudited consolidated financial statements for Retail Opportunity Investments Corp., including balance sheets, income statements, and cash flow statements **Consolidated Balance Sheets (ROIC) - Key Figures (in thousands):** | Metric | Sep 30, 2022 | Dec 31, 2021 | Change | | :-------------------------------- | :----------- | :----------- | :----- | | Total Assets | $3,001,688 | $2,928,844 | +$72,844 | | Real Estate Investments, net | $2,843,917 | $2,760,194 | +$83,723 | | Total Liabilities | $1,610,611 | $1,562,491 | +$48,120 | | Total Equity | $1,391,077 | $1,366,353 | +$24,724 | **Consolidated Statements of Operations and Comprehensive Income (ROIC) - Key Figures (in thousands, except share data):** | Metric | 3 Months Ended Sep 30, 2022 | 3 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | | :---------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Total Revenues | $78,038 | $71,385 | $232,736 | $211,302 | | Operating Income | $34,464 | $36,945 | $87,742 | $91,421 | | Net Income Attributable to ROIC | $18,522 | $21,095 | $41,670 | $44,994 | | Earnings per share – basic | $0.15 | $0.17 | $0.34 | $0.38 | | Dividends per common share | $0.15 | $0.11 | $0.41 | $0.33 | **Consolidated Statements of Cash Flows (ROIC) - Key Figures (in thousands):** | Metric | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | | :-------------------------------- | :-------------------------- | :-------------------------- | | Net Cash Provided by Operating Activities | $133,041 | $115,164 | | Net Cash (Used in) Provided by Investing Activities | $(131,227) | $4,372 | | Net Cash Used in Financing Activities | $(7,741) | $(32,703) | | Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash | $(5,927) | $86,833 | | Cash, Cash Equivalents and Restricted Cash at End of Period | $9,436 | $93,469 | [Consolidated Financial Statements of Retail Opportunity Investments Partnership, LP](index=11&type=section&id=Consolidated%20Financial%20Statements%20of%20Retail%20Opportunity%20Investments%20Partnership%2C%20LP) This chapter presents the unaudited consolidated financial statements for Retail Opportunity Investments Partnership, LP, detailing its financial position and performance **Consolidated Balance Sheets (Operating Partnership) - Key Figures (in thousands):** | Metric | Sep 30, 2022 | Dec 31, 2021 | Change | | :-------------------------------- | :----------- | :----------- | :----- | | Total Assets | $3,001,688 | $2,928,844 | +$72,844 | | Real Estate Investments, net | $2,843,917 | $2,760,194 | +$83,723 | | Total Liabilities | $1,610,611 | $1,562,491 | +$48,120 | | Total Capital | $1,391,077 | $1,366,353 | +$24,724 | **Consolidated Statements of Operations and Comprehensive Income (Operating Partnership) - Key Figures (in thousands, except unit data):** | Metric | 3 Months Ended Sep 30, 2022 | 3 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | | :---------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Total Revenues | $78,038 | $71,385 | $232,736 | $211,302 | | Operating Income | $34,464 | $36,945 | $87,742 | $91,421 | | Net Income Attributable to Operating Partnership | $19,786 | $22,589 | $44,566 | $48,248 | | Earnings per unit – basic | $0.15 | $0.17 | $0.34 | $0.38 | | Distributions per unit | $0.15 | $0.11 | $0.41 | $0.33 | **Consolidated Statements of Cash Flows (Operating Partnership) - Key Figures (in thousands):** | Metric | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | | :-------------------------------- | :-------------------------- | :-------------------------- | | Net Cash Provided by Operating Activities | $133,041 | $115,164 | | Net Cash (Used in) Provided by Investing Activities | $(131,227) | $4,372 | | Net Cash Used in Financing Activities | $(7,741) | $(32,703) | | Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash | $(5,927) | $86,833 | | Cash, Cash Equivalents and Restricted Cash at End of Period | $9,436 | $93,469 | [Notes to Consolidated Financial Statements (Unaudited)](index=16&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements%20(Unaudited)) This section provides detailed notes to the unaudited consolidated financial statements, explaining accounting policies, transactions, and financial instrument fair values [1. Organization, Basis of Presentation and Summary of Significant Accounting Policies](index=16&type=section&id=1.%20Organization%2C%20Basis%20of%20Presentation%20and%20Summary%20of%20Significant%20Accounting%20Policies) This note describes the Company's REIT structure, business operations, and significant accounting policies, including the impact of COVID-19 on rent concessions - ROIC operates as a fully integrated, self-managed REIT specializing in necessity-based community and neighborhood shopping centers on the west coast, anchored by supermarkets and drugstores[39](index=39&type=chunk) - ROIC conducts substantially all of its business through its Operating Partnership, in which ROIC holds an approximate **93.6% partnership interest** as of September 30, 2022[8](index=8&type=chunk)[40](index=40&type=chunk)[116](index=116&type=chunk) - The Company elected not to account for COVID-19 related rent concessions as lease modifications, having deferred approximately **$10.9 million** of contractual amounts billed since the pandemic's onset. As of September 30, 2022, **$8.6 million** of these deferrals have been rebilled, with approximately **91.0% ($7.8 million)** collected[67](index=67&type=chunk) - The allowance for doubtful accounts was approximately **$16.8 million** at September 30, 2022, a decrease from **$18.4 million** at December 31, 2021[65](index=65&type=chunk) [2. Real Estate Investments](index=22&type=section&id=2.%20Real%20Estate%20Investments) This note details the Company's real estate investment activities during the nine months ended September 30, 2022, including the acquisition of five properties for a total of approximately $120.6 million and the disposition of one property for net proceeds of $34.4 million, resulting in a gain on sale of $7.7 million - During the nine months ended September 30, 2022, the Company acquired five properties: Olympia Square North (**$18.4 million**), Powell Valley Junction (**$17.7 million**), Village Oaks Shopping Center (**$24.1 million**), Ballinger Village (**$29.3 million**), and Thomas Lake Shopping Center (**$31.1 million**)[83](index=83&type=chunk)[84](index=84&type=chunk)[85](index=85&type=chunk)[86](index=86&type=chunk) **Property Asset Acquisitions - Purchase Price Allocation (9 Months Ended Sep 30, 2022, in thousands):** | Asset/Liability | Amount | | :-------------------------- | :----- | | Land | $35,240 | | Building and improvements | $99,589 | | Acquired lease intangible asset | $4,782 | | Deferred charges | $2,851 | | **Assets acquired** | **$142,462** | | Acquired lease intangible liability | $21,823 | | **Liabilities assumed** | **$21,823** | - On August 19, 2022, the Company sold Aurora Square for a sales price of **$36.2 million**, generating net proceeds of approximately **$34.4 million** and recording a gain on sale of real estate of approximately **$7.7 million**[88](index=88&type=chunk) [3. Tenant Leases](index=24&type=section&id=3.%20Tenant%20Leases) This note summarizes the Company's tenant lease agreements, which are primarily operating leases with provisions for renewal options and additional rents based on operating expenses and sales volume. It also provides a schedule of future minimum rents to be received under non-cancellable leases **Future Minimum Rents Under Non-Cancellable Leases (as of Sep 30, 2022, in thousands):** | Period | Minimum Rents | | :------------- | :------------ | | Remaining 2022 | $54,969 | | 2023 | $209,099 | | 2024 | $178,757 | | 2025 | $150,783 | | 2026 | $122,766 | | Thereafter | $446,504 | | **Total** | **$1,162,878** | [4. Mortgage Notes Payable, Credit Facilities and Senior Notes](index=25&type=section&id=4.%20Mortgage%20Notes%20Payable%2C%20Credit%20Facilities%20and%20Senior%20Notes) This note details the Company's debt structure, including mortgage notes payable, term loan, credit facility, and senior notes. It highlights the repayment of two mortgage notes, the extension of the term loan and credit facility maturity dates, and the shift of the term loan to a variable interest rate after interest rate swaps matured - The Company repaid mortgage notes related to Casitas Plaza Shopping Center (**$6.6 million**) and Riverstone Marketplace (**$16.7 million**) in full during Q1 2022[92](index=92&type=chunk) **Mortgage Notes Payable (in thousands):** | Property | Sep 30, 2022 | Dec 31, 2021 | | :------------------------ | :----------- | :----------- | | Casitas Plaza Shopping Center | $0 | $6,660 | | Riverstone Marketplace | $0 | $16,811 | | Fullerton Crossroads | $26,000 | $26,000 | | Diamond Hills Plaza | $34,899 | $35,393 | | **Total Mortgage Notes Payable** | **$61,130** | **$85,354** | - The **$300.0 million** unsecured term loan's maturity date was extended to **January 20, 2025**. The weighted average interest rate was **3.2%** for the three months and **2.0%** for the nine months ended September 30, 2022[94](index=94&type=chunk)[98](index=98&type=chunk) - The **$600.0 million** unsecured revolving credit facility's maturity date was extended to **February 20, 2024**, with two six-month extension options. **$52.0 million** was outstanding as of September 30, 2022, with **$548.0 million** available to borrow[96](index=96&type=chunk)[97](index=97&type=chunk)[98](index=98&type=chunk) - The Company's four interest rate swaps matured on **August 31, 2022**, making the term loan subject to a variable interest rate effective **September 1, 2022**[98](index=98&type=chunk) [5. Preferred Stock of ROIC](index=28&type=section&id=5.%20Preferred%20Stock%20of%20ROIC) ROIC is authorized to issue 50,000,000 shares of preferred stock, but as of September 30, 2022, and December 31, 2021, no shares of preferred stock were issued or outstanding - ROIC has **50,000,000 shares** of preferred stock authorized, but none were issued or outstanding as of September 30, 2022, and December 31, 2021[105](index=105&type=chunk) [6. Common Stock of ROIC](index=28&type=section&id=6.%20Common%20Stock%20of%20ROIC) This note discusses ROIC's common stock activities, including its 'at the market' (ATM) sales agreement, under which it sold 1,288,213 shares for $25.2 million gross proceeds during the nine months ended September 30, 2022. The Company did not repurchase any shares under its stock repurchase program during this period - During the nine months ended September 30, 2022, ROIC sold **1,288,213 shares** under its ATM sales agreement, generating gross proceeds of approximately **$25.2 million**[108](index=108&type=chunk) - ROIC did not repurchase any shares of common stock under its **$50.0 million** stock repurchase program during the nine months ended September 30, 2022[109](index=109&type=chunk) [7. Stock Compensation for ROIC](index=29&type=section&id=7.%20Stock%20Compensation%20for%20ROIC) This note outlines ROIC's stock-based compensation plan, including the adoption of the Second Amended and Restated 2009 Equity Incentive Plan. It details restricted stock awards, LTIP Units vesting and conversion, and the total stock-based compensation expense incurred - ROIC adopted the Second Amended and Restated 2009 Equity Incentive Plan on **April 25, 2022**, reserving **10,954,694 Fungible Units** for grants[111](index=111&type=chunk) - During the nine months ended September 30, 2022, ROIC awarded **574,070 shares** of restricted common stock, with **192,464 shares** being performance-based grants[112](index=112&type=chunk) - **201,860 LTIP Units** vested and were converted into OP Units during the nine months ended September 30, 2022[114](index=114&type=chunk) **Stock-Based Compensation Expense (in thousands):** | Period | 2022 | 2021 | | :-------------------------- | :----- | :----- | | Three Months Ended Sep 30 | $3,200 | $2,600 | | Nine Months Ended Sep 30 | $8,800 | $7,900 | [8. Capital of the Operating Partnership](index=30&type=section&id=8.%20Capital%20of%20the%20Operating%20Partnership) This note details the capital structure of the Operating Partnership, including the number of outstanding OP Units and ROIC's ownership interest. It also covers the redemption of OP Units for ROIC common stock and the accounting treatment of OP Units as permanent equity - As of September 30, 2022, the Operating Partnership had **132,988,735 OP Units** outstanding, with ROIC owning approximately **93.6% (124,541,618 OP Units)**[116](index=116&type=chunk) - During the nine months ended September 30, 2022, ROIC issued **296,840 shares** of its common stock to redeem an equal number of OP Units[118](index=118&type=chunk) - The redemption value of outstanding OP Units owned by limited partners (excluding ROIC) was approximately **$124.5 million** as of September 30, 2022[119](index=119&type=chunk) [9. Fair Value of Financial Instruments](index=30&type=section&id=9.%20Fair%20Value%20of%20Financial%20Instruments) This note explains the Company's fair value measurement hierarchy and provides estimated fair values for various financial instruments. It highlights that the Company's interest rate swaps matured on August 31, 2022, and details the impact of derivative activities on comprehensive income - The fair value of Senior Notes Due 2027 and 2026 were approximately **$220.1 million** and **$179.4 million**, respectively (Level 3 inputs)[126](index=126&type=chunk) - The fair value of Senior Notes Due 2024 and 2023 were approximately **$239.3 million** and **$248.2 million**, respectively (Level 2 inputs)[126](index=126&type=chunk) - The Company's four interest rate swaps, previously designated as cash flow hedges, matured effective **August 31, 2022**, resulting in a fair value of **$0** at September 30, 2022, down from **$(3.447) million** at December 31, 2021[132](index=132&type=chunk)[134](index=134&type=chunk) **Derivative Financial Instruments - Gain (Loss) Recognized in OCI (in thousands):** | Period | 3 Months Ended Sep 30, 2022 | 3 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | | :---------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Amount of gain (loss) recognized in OCI on derivatives | $61 | $(122) | $1,104 | $(159) | | Amount of (gain) loss reclassified from AOCI into interest | $(27) | $1,469 | $2,300 | $4,422 | [10. Commitments and Contingencies](index=32&type=section&id=10.%20Commitments%20and%20Contingencies) This note addresses the Company's legal proceedings, ground leases, and Tax Protection Agreements. It states that no material adverse effects are expected from legal actions, details the lease liability and right-to-use asset for ground leases, and explains the indemnification obligations under Tax Protection Agreements - The Company's net lease liability for operating leases as a lessee was approximately **$16.9 million**, with a related net right-to-use asset of approximately **$15.3 million** as of September 30, 2022[137](index=137&type=chunk) - The weighted average remaining lease term for operating leases is approximately **36.0 years**, with a weighted average discount rate of approximately **5.2%**[137](index=137&type=chunk) - The Company has Tax Protection Agreements with certain limited partners, requiring indemnification against specific tax liabilities for **10-12 years** post-acquisition[139](index=139&type=chunk) [11. Related Party Transactions](index=33&type=section&id=11.%20Related%20Party%20Transactions) This note discloses related party transactions, specifically lease agreements with an officer of the Company for storage space, incurring expenses of $23,000 and $71,000 for the three and nine months ended September 30, 2022, respectively **Related Party Expenses (in thousands):** | Period | 2022 | 2021 | | :-------------------------- | :----- | :----- | | Three Months Ended Sep 30 | $23 | $21 | | Nine Months Ended Sep 30 | $71 | $63 | [12. Subsequent Events](index=33&type=section&id=12.%20Subsequent%20Events) This note reports a subsequent event: ROIC's board of directors declared a cash dividend of $0.15 per share on common stock and OP Units, payable on December 29, 2022, to holders of record on December 15, 2022 - On **October 25, 2022**, ROIC declared a cash dividend of **$0.15 per share** on its common stock and OP Units, payable on **December 29, 2022**[141](index=141&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's analysis of the Company's financial condition, operating results, liquidity, and capital resources, including non-GAAP measures and critical accounting policies [Overview](index=35&type=section&id=Overview) This overview summarizes the Company's property portfolio, including total square footage and retail occupancy as of September 30, 2022 - As of September 30, 2022, the Company's portfolio comprised **94 properties** (**93 retail, 1 office**) totaling approximately **10.6 million square feet** of gross leasable area (GLA), with a retail portfolio occupancy of approximately **97.8%**[148](index=148&type=chunk) - During the nine months ended September 30, 2022, the Company leased or renewed approximately **1.2 million square feet**[148](index=148&type=chunk) [Impact of COVID-19](index=35&type=section&id=Impact%20of%20COVID-19) This section details the ongoing impact of the COVID-19 pandemic on the Company's operations, particularly regarding rent concessions and collections - Since the onset of the COVID-19 pandemic, the Company entered into lease concessions deferring approximately **$10.9 million** of contractual amounts. As of September 30, 2022, **$8.6 million** has been rebilled, with **91.0% ($7.8 million)** collected[150](index=150&type=chunk) [Results of Operations for the three months ended September 30, 2022 compared to the three months ended September 30, 2021.](index=36&type=section&id=Results%20of%20Operations%20for%20the%20three%20months%20ended%20September%2030%2C%202022%20compared%20to%20the%20three%20months%20ended%20September%2030%2C%202021.) This section analyzes the Company's operating results for the three months ended September 30, 2022, compared to the same period in the prior year **Property Operating Income (in thousands):** | Period | 3 Months Ended Sep 30, 2022 | 3 Months Ended Sep 30, 2021 | Change | | :-------------------------- | :-------------------------- | :-------------------------- | :----- | | Consolidated Property Operating Income | $56,457 | $51,812 | +$4,645 | | Same-Center Property Operating Income | $51,598 | $49,882 | +$1,716 | | Non Same-Center Property Operating Income | $4,859 | $1,930 | +$2,929 | - The increase in same-center property operating income was primarily due to higher base rents from increased occupancy and re-leasing spreads, partially offset by a decrease in early lease termination income[159](index=159&type=chunk) **Key Expenses (in thousands):** | Expense Category | 3 Months Ended Sep 30, 2022 | 3 Months Ended Sep 30, 2021 | Change | | :-------------------------------- | :-------------------------- | :-------------------------- | :----- | | Depreciation and amortization | $24,332 | $22,854 | +$1,478 | | General and administrative expenses | $5,203 | $4,746 | +$457 | | Interest expense and other finance expenses | $14,678 | $14,356 | +$322 | - The Company recorded a gain on sale of real estate of approximately **$7.7 million** from the sale of Aurora Square in Q3 2022, compared to **$12.9 million** from the sales of Green Valley Station and Mills Shopping Center in Q3 2021[162](index=162&type=chunk) [Results of Operations for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021.](index=38&type=section&id=Results%20of%20Operations%20for%20the%20nine%20months%20ended%20September%2030%2C%202022%20compared%20to%20the%20nine%20months%20ended%20September%2030%2C%202021.) This section analyzes the Company's operating results for the nine months ended September 30, 2022, compared to the same period in the prior year **Property Operating Income (in thousands):** | Period | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | Change | | :-------------------------- | :-------------------------- | :-------------------------- | :----- | | Consolidated Property Operating Income | $169,456 | $153,466 | +$15,990 | | Same-Center Property Operating Income | $156,677 | $147,794 | +$8,883 | | Non Same-Center Property Operating Income | $12,779 | $5,672 | +$7,107 | - The increase in same-center property operating income was primarily due to higher base rents and straight-line rents from increased occupancy and re-leasing spreads[168](index=168&type=chunk) **Key Expenses (in thousands):** | Expense Category | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | Change | | :-------------------------------- | :-------------------------- | :-------------------------- | :----- | | Depreciation and amortization | $72,444 | $69,401 | +$3,043 | | General and administrative expenses | $16,145 | $14,353 | +$1,792 | | Interest expense and other finance expenses | $43,176 | $43,173 | +$3 | - The Company recorded a gain on sale of real estate of approximately **$7.7 million** from the sale of Aurora Square in 2022, significantly lower than the **$22.3 million** gain from multiple property sales in 2021[171](index=171&type=chunk) [Funds From Operations](index=40&type=section&id=Funds%20From%20Operations) This section presents the Company's Funds From Operations (FFO), a key non-GAAP metric for REIT performance, for the reported periods **Funds From Operations (FFO) (in thousands):** | Metric | 3 Months Ended Sep 30, 2022 | 3 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 3021 | | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | FFO – basic | $35,201 | $31,069 | $106,461 | $92,055 | | FFO – diluted | $36,465 | $32,563 | $109,357 | $95,309 | - Basic FFO increased by **$4.1 million (13.3%)** for the three months and **$14.4 million (15.7%)** for the nine months ended September 30, 2022, compared to the prior year periods[175](index=175&type=chunk) [Cash Net Operating Income ("NOI")](index=40&type=section&id=Cash%20Net%20Operating%20Income%20(%22NOI%22)) This section details the Company's Cash Net Operating Income (NOI), a non-GAAP measure reflecting property-level profitability, for same-center properties **Same-Center Cash NOI (in thousands):** | Period | 3 Months Ended Sep 30, 2022 | 3 Months Ended Sep 30, 2021 | Change | % Change | | :-------------------------- | :-------------------------- | :-------------------------- | :----- | :------- | | Same-Center Cash NOI | $48,532 | $47,523 | +$1,009 | +2.1% | | Period | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | Change | % Change | | :-------------------------- | :-------------------------- | :-------------------------- | :----- | :------- | | Same-Center Cash NOI | $146,862 | $140,616 | +$6,246 | +4.4% | - The increase in same-center cash NOI was primarily driven by higher base rents due to contractual rent increases, increased occupancy, and re-leasing spreads[181](index=181&type=chunk) [Critical Accounting Policies](index=41&type=section&id=Critical%20Accounting%20Policies) This section outlines the Company's critical accounting policies, including revenue recognition, allowance for doubtful accounts, and real estate investment valuation - Key critical accounting policies include revenue recognition (straight-line rent, tenant reimbursements), allowance for doubtful accounts (based on tenant creditworthiness, economic trends, COVID-19 impact), real estate investments (capitalization, fair value allocation, intangible assets/liabilities), and asset impairment reviews[183](index=183&type=chunk)[184](index=184&type=chunk)[186](index=186&type=chunk)[190](index=190&type=chunk) - Management does not believe that the value of any of the Company's real estate investments was impaired at September 30, 2022, or December 31, 2021[190](index=190&type=chunk) [REIT Qualification Requirements](index=43&type=section&id=REIT%20Qualification%20Requirements) This section confirms the Company's adherence to REIT qualification requirements under the Internal Revenue Code, including distribution mandates - The Company has elected and believes it continues to qualify as a REIT under the Internal Revenue Code, requiring annual distribution of at least **90%** of its REIT taxable income[191](index=191&type=chunk)[192](index=192&type=chunk) [Liquidity and Capital Resources of the Company](index=43&type=section&id=Liquidity%20and%20Capital%20Resources%20of%20the%20Company) This section discusses ROIC's liquidity and capital resources, focusing on dividend funding, working capital, and equity contributions - ROIC's primary funding requirement is dividend payments, sourced from distributions from the Operating Partnership. ROIC itself does not hold indebtedness other than guarantees of Operating Partnership debt[195](index=195&type=chunk) - The Company has adequate working capital to meet its dividend funding obligations for the next **twelve months** as of September 30, 2022[200](index=200&type=chunk) - During the nine months ended September 30, 2022, ROIC sold **1,288,213 shares** under its ATM sales agreement, generating gross proceeds of approximately **$25.2 million** for general corporate purposes[203](index=203&type=chunk) **Dividends and Distributions Paid (in millions):** | Period | Dividends to Stockholders | Distributions to OP Unitholders | | :-------------------------- | :------------------------ | :------------------------------ | | 9 Months Ended Sep 30, 2022 | $54.2 | $4.1 | | 9 Months Ended Sep 30, 2021 | $39.8 | $2.9 | [Liquidity and Capital Resources of the Operating Partnership](index=45&type=section&id=Liquidity%20and%20Capital%20Resources%20of%20the%20Operating%20Partnership) This section details the Operating Partnership's liquidity and capital resources, including cash sources, debt outstanding, and compliance with covenants - The Operating Partnership's primary cash sources for the nine months ended September 30, 2022, were cash flow from operations, credit facility borrowings, real estate sales, and ROIC equity contributions[207](index=207&type=chunk) - As of September 30, 2022, **$300.0 million** was outstanding under the term loan and **$52.0 million** under the credit facility, with **$548.0 million** available under the credit facility[210](index=210&type=chunk) - The Operating Partnership was in compliance with all debt covenants as of September 30, 2022[213](index=213&type=chunk) - The Company maintains investment grade credit ratings from Moody's (**Baa2**), S&P (**BBB-**), and Fitch (**BBB**)[215](index=215&type=chunk) [Material Cash Requirements](index=47&type=section&id=Material%20Cash%20Requirements) This section outlines the Company's material cash requirements, including debt obligations and operating lease liabilities, and their funding strategies **Material Cash Requirements (as of Sep 30, 2022, in thousands):** | Obligation | Short-Term (Next 12 Months) | Long-Term (Beyond 12 Months) | Total | | :-------------------------- | :-------------------------- | :--------------------------- | :---------- | | Mortgage Notes Payable Principal | $680 | $60,219 | $60,899 | | Mortgage Notes Payable Interest | $2,488 | $3,239 | $5,727 | | Term loan | $0 | $300,000 | $300,000 | | Credit facility | $0 | $52,000 | $52,000 | | Senior Notes Due 2027 | $10,475 | $297,138 | $307,613 | | Senior Notes Due 2026 | $7,900 | $223,700 | $231,600 | | Senior Notes Due 2024 | $10,000 | $265,000 | $275,000 | | Senior Notes Due 2023 | $12,500 | $256,250 | $268,750 | | Operating lease obligations | $1,343 | $34,696 | $36,039 | | **Total** | **$45,386** | **$1,492,242** | **$1,537,628** | - Short-term liquidity requirements will be met through operating cash flows and credit facility borrowings. Long-term requirements will be financed through operating cash flows, debt refinancings, new debt, equity offerings, and asset dispositions[222](index=222&type=chunk)[223](index=223&type=chunk) [Real Estate Taxes](index=48&type=section&id=Real%20Estate%20Taxes) This section clarifies the Company's policy regarding real estate taxes, noting that tenants generally bear a pro-rata portion - The Company's leases generally require tenants to pay a pro-rata portion of real estate taxes[226](index=226&type=chunk) [Inflation](index=48&type=section&id=Inflation) This section explains how the Company's lease structures, including rent increases and short-term renewals, mitigate the impact of inflation - The Company's long-term leases include provisions such as scheduled base rent increases and percentage rents based on sales volume, and many non-anchor leases are short-term, allowing for rent adjustments to market rates upon renewal, mitigating inflation's adverse impact[227](index=227&type=chunk) [Leverage Policies](index=48&type=section&id=Leverage%20Policies) This section describes the Company's leverage policies, emphasizing the use of prudent, primarily unsecured debt for acquisitions and portfolio diversification - The Company uses prudent leverage, primarily unsecured debt, to fund acquisitions and diversify its portfolio, aiming for liquidity and capital structure flexibility[228](index=228&type=chunk) - Future acquisitions are planned to be financed through a combination of operating cash flows, credit facility borrowings, assumption of existing debt, issuance of OP Units, equity/debt offerings, and asset sales[234](index=234&type=chunk) [Distributions](index=49&type=section&id=Distributions) This section outlines the Company's policy on distributions, aiming for regular quarterly payments to maintain REIT qualification - ROIC and the Operating Partnership intend to make regular quarterly distributions to maintain REIT qualification, requiring at least **90%** of REIT taxable income to be distributed annually[235](index=235&type=chunk) [Recently Issued Accounting Pronouncements](index=49&type=section&id=Recently%20Issued%20Accounting%20Pronouncements) This section refers to Note 1 for details on recently issued accounting pronouncements relevant to the Company's financial reporting - Refer to Note 1 for details on recently issued accounting pronouncements[236](index=236&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=49&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section discusses the Company's primary market risk exposure, which is to changes in interest rates related to its debt. It outlines the use of fixed-rate debt and interest rate swaps to manage this risk and quantifies the potential impact of interest rate fluctuations - The Company's primary market risk exposure is to changes in interest rates on its debt[237](index=237&type=chunk) - As of September 30, 2022, the Company had **$352.0 million** of variable rate debt outstanding[239](index=239&type=chunk) - A **100 basis-point** increase in short-term interest rates would have increased the Company's interest expense by approximately **$567,000** for the nine months ended September 30, 2022[239](index=239&type=chunk) [Item 4. Controls and Procedures](index=49&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of disclosure controls and procedures for both Retail Opportunity Investments Corp. and Retail Opportunity Investments Partnership, LP as of September 30, 2022, with no material changes to internal control over financial reporting during the period [Controls and Procedures (Retail Opportunity Investments Corp.)](index=49&type=section&id=Controls%20and%20Procedures%20(Retail%20Opportunity%20Investments%20Corp.)) This section confirms the effectiveness of ROIC's disclosure controls and procedures and reports no material changes to internal control over financial reporting - ROIC's disclosure controls and procedures were effective as of September 30, 2022, ensuring timely collection, evaluation, and disclosure of information[240](index=240&type=chunk) - No material changes occurred in ROIC's internal control over financial reporting during the nine months ended September 30, 2022[241](index=241&type=chunk) [Controls and Procedures (Retail Opportunity Investments Partnership, LP)](index=50&type=section&id=Controls%20and%20Procedures%20(Retail%20Opportunity%20Investments%20Partnership%2C%20LP)) This section confirms the effectiveness of the Operating Partnership's disclosure controls and procedures and reports no material changes to internal control - The Operating Partnership's disclosure controls and procedures were effective as of September 30, 2022[242](index=242&type=chunk) - No material changes occurred in the Operating Partnership's internal control over financial reporting during the nine months ended September 30, 2022[243](index=243&type=chunk) [PART II. OTHER INFORMATION](index=50&type=section&id=Part%20II.%20Other%20Information) This part provides additional information not covered in the financial statements, including legal proceedings, risk factors, and other disclosures [Item 1. Legal Proceedings](index=50&type=section&id=Item%201.%20Legal%20Proceedings) The Company is not involved in any material litigation, nor is any material litigation pending or threatened, beyond routine matters covered by insurance and not expected to harm business, financial condition, or results of operations - The Company is not involved in any material litigation that is expected to have a material adverse effect on its financial position, results of operations, or liquidity[245](index=245&type=chunk) [Item 1A. Risk Factors](index=50&type=section&id=Item%201A.%20Risk%20Factors) There have been no significant changes to the Company's risk factors during the nine months ended September 30, 2022, as detailed in its Annual Report on Form 10-K for the year ended December 31, 2021 - No significant changes to risk factors occurred during the nine months ended September 30, 2022[246](index=246&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=50&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities or use of proceeds to report for the period - No unregistered sales of equity securities or use of proceeds to report[247](index=247&type=chunk) [Item 3. Defaults Upon Senior Securities](index=50&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities to report for the period - No defaults upon senior securities to report[248](index=248&type=chunk) [Item 4. Mine Safety Disclosures](index=50&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Company - Mine Safety Disclosures are not applicable to the Company[249](index=249&type=chunk) [Item 5. Other Information](index=50&type=section&id=Item%205.%20Other%20Information) There is no other information to report for the period - No other information to report[250](index=250&type=chunk) [Item 6. Exhibits](index=51&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including organizational documents, certifications, and XBRL-related documents - Exhibits include Articles of Merger, Amended and Restated Bylaws, Amended and Restated Agreement of Limited Partnership, CEO/CFO certifications (302 and 906), and Inline XBRL Taxonomy Extension documents[254](index=254&type=chunk) [Signatures](index=52&type=section&id=Signatures) The report is duly signed on behalf of Retail Opportunity Investments Corp. and Retail Opportunity Investments Partnership, LP by their respective Chief Executive Officer and Chief Financial Officer - The report is signed by Stuart A. Tanz (CEO) and Michael B. Haines (CFO) for both Retail Opportunity Investments Corp. and Retail Opportunity Investments Partnership, LP[256](index=256&type=chunk)[257](index=257&type=chunk)

Retail Opportunity Investments Corp. (NASDAQ:ROIC) Q2 2022 Earnings Conference Call July 27, 2022 9:00 AM ET Company Participants Laurie Sneve - CAO Stuart Tanz - CEO Michael Haines - CFO Rich Schoebel – COO Conference Call Participants Juan Sanabria - BMO Capital Markets Craig Schmidt - Bank of America Todd Thomas - KeyBanc Capital Markets Michael Mueller - JPMorgan Paulina Rojas Schmidt - Green Street Linda Tsai - Jefferies Craig Mailman - Citi Michael Bilerman - Citi Christopher Lucas - Capital One Opera ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____ to ____ Commission file number 001-33749 RETAIL OPPORTUNITY INVESTMENTS CORP. RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP (Exact name of registrant as specified in ...

Company Overview - ROIC's total market capitalization is $3.9 billion as of March 31, 2022[4] - The company owns 89 shopping centers with a total owned square footage of 10.2 million[4,12] - The portfolio lease rate is 97.2% with 1,957 tenants[4,37] - 97% of the portfolio is grocery and/or drug anchored[4,40] Financial Performance - Net income attributable to common stockholders was $11.6 million, or $0.09 per diluted share[37] - Funds From Operations (FFO) totaled $36.2 million, or $0.28 per diluted share[37] - Same-center cash net operating income increased by 7.5% compared to the first quarter of 2021[37] - The company raised $23.4 million of common equity through the ATM program year-to-date[37] Debt and Capitalization - Total debt outstanding is $1,321.2 million[26] - Public stockholders represent 62% of the capitalization[27] - Unsecured debt accounts for 32% of the capitalization[27] - 96% of the gross leasable area (GLA) is unencumbered[27,41]

Financial Data and Key Metrics Changes - For Q1 2022, total revenues were $76.5 million, up from $69.2 million in Q1 2021, representing a 19% increase [12] - GAAP operating income for Q1 2022 was $26.7 million compared to $22.5 million in Q1 2021, marking an increase of 18.7% [12] - GAAP net income attributable to common shareholders was $11.6 million, or $0.09 per diluted share, compared to $7.4 million, or $0.06 per diluted share in Q1 2021 [12] - Same-center net operating income (NOI) on a cash basis increased by 7.5% to $49.5 million from $46 million in Q1 2021 [13] - Funds from operations (FFO) totaled $36.2 million, or $0.28 per diluted share, compared to $31 million, or $0.24 per diluted share in Q1 2021 [13] - Interest coverage ratio improved to 3.6x from 3.2x a year ago, and net debt to annualized EBITDA decreased to 6.4x from 7.3x [17] Business Line Data and Key Metrics Changes - The company leased over 416,000 square feet in Q1 2022, marking the second most active quarter for first-quarter leasing activity [7] - Achieved double-digit rent growth on same-space new leases and solid increases in renewal rents [7] - Renewal rents increased by over 7% on average in Q1 2022, returning to historical growth levels [24] Market Data and Key Metrics Changes - The portfolio lease rate stood at 97.2% leased, up from 96.9% a year ago, with anchor space fully leased at 100% [21] - Non-anchor space ended Q1 at 93.9% leased, with significant activity in renewing anchor leases [21] Company Strategy and Development Direction - The company is focused on capitalizing on strong tenant demand and enhancing the value of its portfolio through strategic acquisitions [11][28] - Recently acquired two grocery-anchored shopping centers for $36 million and has another under contract for $24 million, indicating a strong acquisition pipeline [8][10] - The company aims to continue raising equity to support acquisition activities, with a total market capitalization of approximately $3.9 billion [16] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the ongoing demand for space and the potential for a strong leasing year in 2022 [26] - The company raised its FFO guidance range for 2022 to between $1.04 and $1.10 per share, reflecting confidence in future performance [31] - Management noted that inflation and interest rate issues have not significantly impacted their affluent market segments [76] Other Important Information - The company retired two mortgages totaling $23.5 million, increasing unencumbered gross leasable area (GLA) to a record high of 96.5% [15] - The company has a limited balance on its credit facility, with only $10 million outstanding on a $600 million unsecured line [16] Q&A Session Summary Question: Will acquisitions in 2022 be back-end loaded? - Management indicated that acquisitions are expected to be mostly back-end loaded as the year progresses [33] Question: Update on densification initiatives? - Progress is being made, with plans to break ground on projects later this year [36] Question: Pricing levels on the acquisition pipeline? - Management modeled cap rates around 5.5% to 5.75% for acquisitions, with current acquisitions achieving around 6% cap rates [39] Question: Dividend outlook? - The company has a low payout ratio and may consider raising the dividend if performance continues to improve [89] Question: Update on tenant retention rates? - Tenant retention rates remain in the high-80% range, supported by successful renewals [94]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____ to ____ Commission file number 001-33749 RETAIL OPPORTUNITY INVESTMENTS CORP. RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP (Exact name of registrant as specified in ...

4th QUARTER 2021 SUPPLEMENTAL INFORMATION Retail Opportunity Investments Corp. 11250 El Camino Real, Suite 200 San Diego, CA 92130 www.roireit.net Overview Supplemental Disclosure Quarter Ended December 31, 2021 Our Company Retail Opportunity Investments Corp. (Nasdaq: ROIC), is a fully integrated, self-managed real estate investment trust (REIT) that specializes in the acquisition, ownership and management of grocery-anchored shopping centers located in densely populated, metropolitan markets across the We ...