When used in this discussion and elsewhere in this Quarterly Report on Form
10-Q, the words "believes," "anticipates," "projects," "may," "will", "should,"
"estimates," "expects," and similar expressions are intended to identify
forward-looking statements within the meaning of that term in Section 27A of the
Securities Act of 1933, as amended (the "Securities Act"), and in Section 21F of
the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Forward-looking statements are based on current expectations and assumptions
that are subject to risks and uncertainties, which may cause actual results or
outcomes to differ materially from those contained in the forward-looking
statements. Additional factors that could cause actual outcomes or results to
differ materially from those indicated in these statements include:

                                     - 23 -
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Actual results may differ materially due to uncertainties including:



•the Company's ability to identify and acquire retail real estate that meet its
investment standards in its markets;
•the level of rental revenue the Company achieves from its assets;
•the market value of the Company's assets and the supply of, and demand for, the
retail real estate in which it invests;
•the state of the U.S. economy generally, or in specific geographic regions;
•the impact of economic conditions on the Company's business;
•the conditions in the local markets in which the Company operates and its
concentration in those markets, as well as changes in national economic and
market conditions;

•consumer spending and confidence trends;
•the Company's ability to enter into new leases or to renew leases with existing
tenants at the properties it owns or acquires at favorable rates;

•the Company's ability to anticipate changes in consumer buying practices and
the space needs of tenants;
•the competitive landscape impacting the properties the Company owns or acquires
and their tenants;
•the Company's relationships with its tenants and their financial condition and
liquidity;
•ROIC's ability to continue to qualify as a real estate investment trust for
U.S. federal income tax (a "REIT");
•the Company's use of debt as part of its financing strategy and its ability to
make payments or to comply with any covenants under its senior unsecured notes,
its unsecured credit facilities or other debt facilities it currently has or
subsequently obtains;

•the Company's level of operating expenses, including amounts it is required to
pay to its management team;
•changes in interest rates or the Company's credit ratings that could impact the
market price of ROIC's common stock and the cost of the Company's borrowings;

•legislative and regulatory changes (including changes to laws governing the
taxation of REITs).
Forward-looking statements are based on estimates as of the date of this report.
We disclaim any obligation to publicly release the results of any revisions to
these forward-looking statements reflecting new estimates, events or
circumstances after the date of this report.

We caution that the foregoing list of factors is not all-inclusive. All
subsequent written and oral forward-looking statements concerning us or any
person acting on our behalf are expressly qualified in their entirety by the
cautionary statements above. We caution not to place undue reliance upon any
forward-looking statements, which speak only as of the date made. We do not
undertake or accept any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statement to reflect any change in
our expectations or any change in events, conditions or circumstances on which
any such statement is based. Other sections of this report may include
additional factors that could adversely affect our business and financial
performance. Moreover, we operate in a very competitive and rapidly changing
environment. New risk factors emerge from time to time and it is not possible
for management to predict all such risk factors, nor can it assess the impact of
all such risk factors on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements. Given these risks and
uncertainties, investors should not place undue reliance on forward-looking
statements as a prediction of actual results.

                                     - 24 -
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Overview

Retail Opportunity Investments Corp. ("ROIC") is organized in an 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, Retail Opportunity
Investments Partnership, LP, a Delaware limited partnership (the "Operating
Partnership"), together with its subsidiaries. ROIC reincorporated as a Maryland
corporation on June 2, 2011. ROIC has elected to be taxed as a REIT, for U.S.
federal income tax purposes, commencing with the year ended December 31, 2010.

ROIC commenced operations in October 2009 as a fully integrated and self-managed
REIT, and as of March 31, 2023, ROIC owned an approximate 93.6% partnership
interest and other limited partners owned the remaining approximate 6.4%
partnership interest in the Operating Partnership. 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.

As of March 31, 2023, the Company's portfolio consisted of 94 properties (93
retail and one office) totaling approximately 10.6 million square feet of gross
leasable area ("GLA"). As of March 31, 2023, the Company's retail portfolio was
approximately 98.3% leased. During the three months ended March 31, 2023, the
Company leased or renewed a total of approximately 559,000 square feet in its
portfolio. The Company has committed approximately $1.8 million, or $38.59 per
square foot, in tenant improvements, including building and site improvements,
for new leases that occurred during the three months ended March 31, 2023. The
Company has committed approximately $156,000, or $3.30 per square foot, in
leasing commissions, for new leases that occurred during the three months ended
March 31, 2023. Tenant improvement and leasing commission commitments for
renewed leases were not material for the three months ended March 31, 2023.

Results of Operations



Property operating income is a non-GAAP financial measure of performance. The
Company defines property operating income as operating revenues (rental revenue
and other income), less property and related expenses (property operating
expenses and property taxes). Property operating income excludes general and
administrative expenses, depreciation and amortization, acquisition transaction
costs, other expense, interest expense, gains and losses from property
acquisitions and dispositions, equity in earnings from unconsolidated joint
ventures, and extraordinary items. Other REITs may use different methodologies
for calculating property operating income, and accordingly, the Company's
property operating income may not be comparable to other REITs.
Property operating income is used by management to evaluate and compare the
operating performance of the Company's properties, to determine trends in
earnings and to compute the fair value of the Company's properties as this
measure is not affected by the cost of the Company's funding, the impact of
depreciation and amortization expenses, gains or losses from the acquisition and
sale of operating real estate assets, general and administrative expenses or
other gains and losses that relate to the ownership of its properties. The
Company believes the exclusion of these items from net income is useful because
the resulting measure captures the actual revenue generated and actual expenses
incurred in operating the Company's properties as well as trends in occupancy
rates, rental rates and operating costs.
Property operating income is a measure of the operating performance of the
Company's properties but does not measure the Company's performance as a whole.
Property operating income is therefore not a substitute for net income or
operating income as computed in accordance with GAAP.

                                     - 25 -
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Results of Operations for the three months ended March 31, 2023 compared to the three months ended March 31, 2022.

Property Operating Income



The table below provides a reconciliation of consolidated operating income, in
accordance with GAAP, to consolidated property operating income for the three
months ended March 31, 2023 and 2022 (in thousands):

Three Months Ended March 31,


                                                                                     2023                   2022
Operating income per GAAP                                                     $        25,654          $     26,681
Plus:           Depreciation and amortization                                          25,104                23,762
                General and administrative expenses                                     5,320                 5,240

                Other expense                                                             172                   179

Property operating income                                                     $        56,250          $     55,862



The following comparison for the three months ended March 31, 2023 compared to
the three months ended March 31, 2022, makes reference to the effect of the
same-center properties. Same-center properties, which totaled 87 of the
Company's 94 properties as of March 31, 2023, represent all operating properties
owned by the Company during the entirety of both periods presented and
consolidated into the Company's financial statements during such periods, except
for the Company's corporate office headquarters and one property that is
currently planned for redevelopment and is no longer being managed as a retail
asset.

The table below provides a reconciliation of consolidated operating income, in
accordance with GAAP, to property operating income for the three months ended
March 31, 2023 related to the 87 same-center properties owned by the Company
during the entirety of both the three months ended March 31, 2023 and 2022 and
consolidated into the Company's financial statements during such periods (in
thousands):

Three Months Ended March 31, 2023


                                                                 Same-Center           Non Same-Center             Total
Operating income (loss) per GAAP                               $     29,844          $         (4,190)         $    25,654
Plus:                Depreciation and amortization                   23,528                     1,576               25,104
                     General and administrative expenses (1)              -                     5,320                5,320

                     Other expense (1)                                    -                       172                  172

Property operating income                                      $     53,372          $          2,878          $    56,250

______________________

(1)For illustration purposes, general and administrative expenses and other expense are included in non same-center because the Company does not allocate these types of expenses between same-center and non same-center properties.



The table below provides a reconciliation of consolidated operating income, in
accordance with GAAP, to property operating income for the three months ended
March 31, 2022 related to the 87 same-center properties owned by the Company
during the entirety of both the three months ended March 31, 2023 and 2022 and
consolidated into the Company's financial statements during such periods (in
thousands):

Three Months Ended March 31, 2022


                                                                 Same-Center           Non Same-Center             Total
Operating income (loss) per GAAP                               $     31,452          $         (4,771)         $    26,681
Plus:                Depreciation and amortization                   23,080                       682               23,762
                     General and administrative expenses (1)              -                     5,240                5,240

                     Other expense (1)                                    -                       179                  179

Property operating income                                      $     54,532          $          1,330          $    55,862

______________________

(1)For illustration purposes, general and administrative expenses and other expense are included in non same-center because the Company does not allocate these types of expenses between same-center and non same-center properties.


                                     - 26 -
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During the three months ended March 31, 2023, the Company generated property
operating income of approximately $56.3 million compared to property operating
income of approximately $55.9 million generated during the three months ended
March 31, 2022, an increase of approximately $388,000. The property operating
income for the 87 same-center properties decreased approximately $1.2 million
primarily due to early lease termination income received during the three months
ended March 31, 2022 for which there was none received during the three months
ended March 31, 2023, and an increase in property operating expenses. These
amounts were slightly offset by an increase in base rents as a result of an
increase in occupancy in the three months ended March 31, 2023. The property
operating income for the non same-center properties increased approximately $1.5
million primarily due to the net increase in the number of properties the
Company owned as of March 31, 2023 compared to March 31, 2022.

Depreciation and amortization



The Company incurred depreciation and amortization expenses during the three
months ended March 31, 2023 of approximately $25.1 million compared to
approximately $23.8 million incurred during the three months ended March 31,
2022.

General and administrative expenses



The Company incurred general and administrative expenses of approximately $5.3
million during the three months ended March 31, 2023 compared to approximately
$5.2 million during the three months ended March 31, 2022.

Interest expense and other finance expenses



The Company incurred interest expense during the three months ended March 31,
2023 of approximately $17.0 million compared to approximately $14.2 million
during the three months ended March 31, 2022. Interest expense increased
approximately $2.7 million primarily due to the increase in interest rates
during the three months ended March 31, 2023. The U.S. Federal Reserve raised
the federal funds rate during the three months ended March 31, 2023 and market
interest rates have increased significantly compared to the three months ended
March 31, 2022. It is expected that the U.S. Federal Reserve may continue to
increase the federal funds rate during 2023. Should the U.S. Federal Reserve
continue to raise rates in the future, this will likely result in further
increases in market interest rates.

Funds From Operations



Funds from operations ("FFO"), is a widely-recognized non-GAAP financial measure
for REITs that the Company believes when considered with financial statements
presented in accordance with GAAP, provides additional and useful means to
assess its financial performance. FFO is frequently used by securities analysts,
investors and other interested parties to evaluate the performance of REITs,
most of which present FFO along with net income as calculated in accordance with
GAAP.

The Company computes FFO in accordance with the "White Paper" on FFO published
by the National Association of Real Estate Investment Trusts ("NAREIT"), which
defines FFO as net income attributable to common stockholders (determined in
accordance with GAAP) excluding gains or losses from debt restructuring, sales
of depreciable property, and impairments, plus real estate related depreciation
and amortization, and after adjustments for partnerships and unconsolidated
joint ventures.

However, FFO:

•does not represent cash flows from operating activities in accordance with GAAP (which, unlike FFO, generally reflects all cash effects of transactions and other events in the determination of net income); and

•should not be considered an alternative to net income as an indication of the Company's performance.



FFO as defined by the Company may not be comparable to similarly titled items
reported by other REITs due to possible differences in the application of the
NAREIT definition used by such REITs.

                                     - 27 -
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The table below provides a reconciliation of net income applicable to
stockholders in accordance with GAAP to FFO for the three months ended March 31,
2023 and 2022 (in thousands):

                                                                               Three Months Ended
                                                                                    March 31,
                                                                                           2023                 2022
Net income attributable to ROIC                                                       $     8,142          $    11,641
Plus: Depreciation and amortization                                                        25,104               23,762

Funds from operations - basic                                                              33,246               35,403
Net income attributable to non-controlling interests                                          554                  825
Funds from operations - diluted

$ 33,800 $ 36,228

Cash Net Operating Income ("NOI")



Cash NOI is a non-GAAP financial measure of the Company's performance. The most
directly comparable GAAP financial measure is operating income. The Company
defines cash NOI as operating revenues (rental revenue and other income), less
property and related expenses (property operating expenses and property taxes),
adjusted for non-cash revenue and operating expense items such as straight-line
rent and amortization of lease intangibles, debt-related expenses, and other
adjustments. Cash NOI also excludes general and administrative expenses,
depreciation and amortization, acquisition transaction costs, other expense,
interest expense, gains and losses from property acquisitions and dispositions,
equity in earnings from unconsolidated joint ventures, and extraordinary items.
Other REITs may use different methodologies for calculating cash NOI, and
accordingly, the Company's cash NOI may not be comparable to other REITs.

Cash NOI is used by management internally to evaluate and compare the operating
performance of the Company's properties. The Company believes cash NOI provides
useful information to investors regarding the Company's financial condition and
results of operations because it reflects only those cash income and expense
items that are incurred at the property level, and when compared across periods,
can be used to determine trends in earnings of the Company's properties as this
measure is not affected by non-cash revenue and expense recognition items, the
cost of the Company's funding, the impact of depreciation and amortization
expenses, gains or losses from the acquisition and sale of operating real estate
assets, general and administrative expenses or other gains and losses that
relate to the Company's ownership of properties. The Company believes the
exclusion of these items from operating income is useful because the resulting
measure captures the actual revenue generated and actual expenses incurred in
operating the Company's properties as well as trends in occupancy rates, rental
rates and operating costs.

Cash NOI is a measure of the operating performance of the Company's properties
but does not measure the Company's performance as a whole and is therefore not a
substitute for net income or operating income as computed in accordance with
GAAP.

                                     - 28 -
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Same-Center Cash NOI



The table below provides a reconciliation of same-center cash NOI to
consolidated operating income in accordance with GAAP for the three months ended
March 31, 2023 and 2022. The table makes reference to the effect of the
same-center properties. Same-center properties, which totaled 87 of the
Company's 94 properties for the three months ended March 31, 2023, represent all
operating properties owned by the Company during the entirety of both periods
presented and consolidated into the Company's financial statements during such
periods, except for the Company's corporate office headquarters and one property
that is currently planned for redevelopment and is no longer being managed as a
retail asset (in thousands):

                                                                           Three Months Ended
                                                                                March 31,
                                                                                       2023                 2022
GAAP operating income                                                             $    25,654          $    26,681
Depreciation and amortization                                                          25,104               23,762
General and administrative expenses                                                     5,320                5,240

Other expense                                                                             172                  179

Straight-line rent                                                                       (347)                (451)
Amortization of above- and below-market rent                                           (2,864)              (3,057)
Property revenues and other expenses (1)                                                    5                  (96)
Total Company cash NOI                                                                 53,044               52,258
Non same-center cash NOI                                                               (2,426)              (1,291)
Same-center cash NOI                                                              $    50,618          $    50,967


______________________

(1)Includes anchor lease termination fees, net of contractual amounts, if any, expense and recovery adjustments related to prior periods and other miscellaneous adjustments.



During the three months ended March 31, 2023, the Company generated same-center
cash NOI of approximately $50.6 million compared to same-center cash NOI of
approximately $51.0 million generated during the three months ended March 31,
2022, representing a 0.7% decrease. This decrease is primarily due to early
lease termination income received during the three months ended March 31, 2022
for which there was none received during the three months ended March 31, 2023,
and an increase in property operating expenses. These amounts were slightly
offset by an increase in base rents as a result of an increase in occupancy in
the three months ended March 31, 2023.

Critical Accounting Policies



Critical accounting policies are those that are both important to the
presentation of the Company's financial condition and results of operations and
require management's most difficult, complex or subjective judgments. Set forth
below is a summary of the accounting policies that management believes are
critical to the preparation of the consolidated financial statements. This
summary should be read in conjunction with the more complete discussion of the
Company's accounting policies included in Note 1 to the Company's consolidated
financial statements.

Revenue Recognition

The Company records base rents on a straight-line basis over the term of each
lease. The excess of rents recognized over amounts contractually due pursuant to
the underlying leases is included in Tenant and other receivables in the
accompanying consolidated balance sheets. Most leases contain provisions that
require tenants to reimburse a pro-rata share of real estate taxes and certain
common area expenses. Adjustments are also made throughout the year to tenant
and other receivables and the related cost recovery income based upon the
Company's best estimate of the final amounts to be billed and collected.

Allowance for Doubtful Accounts



The allowance for doubtful accounts is established based on a quarterly analysis
of the risk of loss on specific accounts. The analysis places particular
emphasis on past-due accounts and considers information such as the nature and
age of the receivables, tenant creditworthiness, current economic trends, the
payment history of the tenants or other debtors, the financial
                                     - 29 -
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condition of the tenants and any guarantors and management's assessment of their ability to meet their lease obligations, the basis for any disputes and the status of related negotiations, among other things.



Management's estimates of the required allowance are subject to revision as
these factors change and are sensitive to the effects of economic and market
conditions on tenants, particularly those at retail properties. Estimates are
used to establish reimbursements from tenants for common area maintenance, real
estate tax and insurance costs. The Company analyzes the balance of its
estimated accounts receivable for real estate taxes, common area maintenance and
insurance for each of its properties by comparing actual recoveries versus
actual expenses and any actual write-offs. Based on its analysis, the Company
may record an additional amount in its allowance for doubtful accounts related
to these items. In addition, the Company also provides an allowance for future
credit losses in connection with the deferred straight-line rent receivable.

Real Estate Investments



Land, buildings, property improvements, furniture/fixtures and tenant
improvements are recorded at cost. Expenditures for maintenance and repairs are
charged to operations as incurred. Renovations and/or replacements, which
improve or extend the life of the asset, are capitalized and depreciated over
its estimated useful lives.

The Company recognizes the acquisition of real estate properties, including
acquired tangible assets (consisting of land, buildings and improvements) and
acquired intangible assets and liabilities (consisting of above-market and
below-market leases and acquired in-place leases) at their fair value (for
acquisitions meeting the definition of a business) and relative fair value (for
acquisitions not meeting the definition of a business). The relative fair values
used to allocate the cost of an asset acquisition are determined using the same
methodologies and assumptions the Company utilizes to determine fair values in a
business combination. Acquired lease intangible assets include above-market
leases and acquired in-place leases, and Acquired lease intangible liabilities
represent below-market leases in the accompanying consolidated balance
sheets. The fair value of the tangible assets of an acquired property is
determined by valuing the property as if it were vacant, which value is then
allocated to land, buildings and improvements based on management's
determination of the relative fair values of these assets. In valuing an
acquired property's intangibles, factors considered by management include an
estimate of carrying costs during the expected lease-up periods, and estimates
of lost rental revenue during the expected lease-up periods based on its
evaluation of current market demand. Management also estimates costs to execute
similar leases, including leasing commissions, tenant improvements, legal and
other related costs.

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 it were
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 including option periods,
if applicable. The value of in-place leases is amortized to expense over the
remaining non-cancellable terms of the respective leases. If a lease were to be
terminated prior to its stated expiration, all unamortized amounts relating to
that lease would be recognized in operations at that time.

The Company is required to make subjective assessments as to the useful life of
its properties for purposes of determining the amount of depreciation. These
assessments have a direct impact on the Company's net income.

Properties are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:



Buildings (years)                                                       39      -    40
Building Improvements (years)                                           10      -    20
Furniture/Fixtures (years)                                               3      -    10
Tenant Improvements

Shorter of lease term or its useful life


                                     - 30 -
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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.
The judgments regarding the existence of impairment indicators are based on
factors such as operational performance, market conditions, legal and
environmental concerns, the Company's intent and ability to hold the related
asset, as well as any significant cost overruns on development properties. 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 March 31, 2023 or December 31, 2022.

REIT Qualification Requirements



The Company has elected and qualified to be taxed as a REIT under the Code, and
believes that it has been organized and has operated in a manner that will allow
it to continue to qualify for taxation as a REIT under the Code.

The Company is subject to a number of operational and organizational
requirements to qualify and then maintain qualification as a REIT. If the
Company does not qualify as a REIT, its income would become subject to U.S.
federal, state and local income taxes at regular corporate rates that would be
substantial and the Company may not be permitted to re-elect to qualify as a
REIT for four taxable years following the year that it failed to qualify as a
REIT. The Company's results of operations, liquidity and amounts distributable
to stockholders would be significantly reduced if it failed to qualify as a
REIT.

Liquidity and Capital Resources of the Company

In this "Liquidity and Capital Resources of the Company" section and in the "Liquidity and Capital Resources of the Operating Partnership" section, the term "the Company" refers to Retail Opportunity Investments Corp. on an unconsolidated basis, excluding the Operating Partnership.



The Company's business is operated primarily through the Operating Partnership,
of which the Company is the parent company and which it consolidates for
financial reporting purposes. Because the Company operates on a consolidated
basis with the Operating Partnership, the section entitled "Liquidity and
Capital Resources of the Operating Partnership" should be read in conjunction
with this section to understand the liquidity and capital resources of the
Company on a consolidated basis and how the Company is operated as a whole.

The Company issues public equity from time to time, but does not otherwise
generate any capital itself or conduct any business itself, other than incurring
certain expenses in operating as a public company. The Company itself does not
hold any indebtedness other than guarantees of indebtedness of the Operating
Partnership, and its only material assets are its ownership of direct or
indirect partnership interests in the Operating Partnership and membership
interest in Retail Opportunity Investments GP, LLC, the sole general partner of
the Operating Partnership. Therefore, the consolidated assets and liabilities
and the consolidated revenues and expenses of the Company and the Operating
Partnership are the same on their respective financial statements. However, all
debt is held directly or indirectly by the Operating Partnership. The Company's
principal funding requirement is the payment of dividends on its common stock.
The Company's principal source of funding for its dividend payments is
distributions it receives from the Operating Partnership.

As the parent company of the Operating Partnership, the Company, indirectly, has
the full, exclusive and complete responsibility for the Operating Partnership's
day-to-day management and control. The Company causes the Operating Partnership
to distribute such portion of its available cash as the Company may in its
discretion determine, in the manner provided in the Operating Partnership's
partnership agreement.

The Company is a well-known seasoned issuer with an effective shelf registration
statement filed in April 2022 that allows the Company to register unspecified
various classes of debt and equity securities. As circumstances warrant, the
Company may issue equity from time to time on an opportunistic basis, dependent
upon market conditions and available pricing. Any proceeds from such equity
issuances would be contributed to the Operating Partnership. The Operating
Partnership may use the proceeds to acquire additional properties, pay down
debt, and for general working capital purposes.

Liquidity is a measure of the Company's ability to meet potential cash
requirements, including ongoing commitments to repay borrowings, fund and
maintain its assets and operations, make distributions to its stockholders and
meet other general business needs. The liquidity of the Company is dependent on
the Operating Partnership's ability to make sufficient distributions to the
Company.
                                     - 31 -
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During the three months ended March 31, 2023, the Company's primary source of
cash was distributions from the Operating Partnership. As of March 31, 2023, the
Company has determined that it has adequate working capital to meet its dividend
funding obligations for the next twelve months.

On February 20, 2020, ROIC entered into an "at the market" sales agreement, as
amended on April 27, 2022 (the "Sales Agreement"), with each of (i) KeyBanc
Capital Markets Inc., BTIG, LLC, BMO Capital Markets Corp., BofA Securities,
Inc., Capital One Securities, Inc., Citigroup Global Markets Inc., Jefferies
LLC, J.P. Morgan Securities LLC, Raymond James & Associates, Inc., Regions
Securities LLC, Robert W. Baird & Co. Incorporated and Wells Fargo Securities,
LLC (collectively, the "Agents") and (ii) the Forward Purchasers (as defined
below), pursuant to which ROIC may sell, from time to time, shares (any such
shares, the "Primary Shares") of ROIC's common stock, par value $0.0001 per
share ("Common Stock"), to or through the Agents and instruct certain of the
Agents, acting as forward sellers (the "Forward Sellers"), to offer and sell
borrowed shares (any such shares, "Forward Hedge Shares," and collectively with
the Primary Shares, the "Shares") with the Shares to be sold under the Sales
Agreement having an aggregate offering price of up to $500.0 million.

The Sales Agreement contemplates that, in addition to the issuance and sale of
Primary Shares to or through the Agents as principal or its sales agents, ROIC
may enter into separate forward sale agreements with any of KeyBanc Capital
Markets Inc., BMO Capital Markets Corp., BofA Securities, Inc., Citigroup Global
Markets Inc., Jefferies LLC, J.P. Morgan Securities LLC, Raymond James &
Associates, Inc. and Wells Fargo Securities, LLC or their respective affiliates
(in such capacity, the "Forward Purchasers"). If ROIC enters into a forward sale
agreement with any Forward Purchaser, ROIC expects that such Forward Purchaser
or its affiliate will borrow from third parties and, through the relevant
Forward Seller, sell a number of Forward Hedge Shares equal to the number of
shares of Common Stock underlying the particular forward sale agreement, in
accordance with the mutually accepted instructions related to such forward sale
agreement. ROIC will not initially receive any proceeds from any sale of Forward
Hedge Shares through a Forward Seller. ROIC expects to fully physically settle
each particular forward sale agreement with the relevant Forward Purchaser on
one or more dates specified by ROIC on or prior to the maturity date of that
particular forward sale agreement by issuing shares of Common Stock (the
"Confirmation Shares"), in which case ROIC expects to receive aggregate net cash
proceeds at settlement equal to the number of shares of Common Stock underlying
the particular forward sale agreement multiplied by the relevant forward sale
price. However, ROIC may also elect to cash settle or net share settle a
particular forward sale agreement, in which case ROIC may not receive any
proceeds from the issuance of shares of Common Stock, and ROIC will instead
receive or pay cash (in the case of cash settlement) or receive or deliver
shares of Common Stock (in the case of net share settlement).

During the three months ended March 31, 2023, ROIC did not sell any shares under the Sales Agreement.



For the three months ended March 31, 2023, dividends paid and payable to
stockholders totaled approximately $19.7 million. Additionally, for the three
months ended March 31, 2023, distributions paid and payable from the Operating
Partnership to the non-controlling interest holders of OP Units ("OP
Unitholders") totaled approximately $1.3 million. On a consolidated basis, cash
flows from operations for the same period totaled approximately $44.4 million.
For the three months ended March 31, 2022, dividends paid to stockholders
totaled approximately $22.1 million. Additionally, for the three months ended
March 31, 2022, the distributions paid from the Operating Partnership to the OP
Unitholders totaled approximately $1.8 million. On a consolidated basis, cash
flows from operations for the same period totaled approximately $47.8 million.

Potential future sources of capital include equity issuances and distributions from the Operating Partnership.

Liquidity and Capital Resources of the Operating Partnership

In this "Liquidity and Capital Resources of the Operating Partnership" section, the terms the "Operating Partnership," "we", "our" and "us" refer to the Operating Partnership together with its consolidated subsidiaries or the Operating Partnership and the Company together with their respective consolidated subsidiaries, as the context requires.

During the three months ended March 31, 2023, the Operating Partnership's primary sources of cash were cash flows from operations and proceeds from borrowings under its credit facility. As of March 31, 2023, the Operating Partnership has determined that it has adequate capital to meet its debt obligations and operating expenses for the next twelve months.

The Operating Partnership has an unsecured term loan (the "term loan") with
several banks acting as lenders. Effective March 2, 2023, the Operating
Partnership entered into a Third Amendment to the First Amended and Restated
Term Loan Agreement, dated as of September 8, 2017, as amended (the "Term Loan
Agreement"). Under the Term Loan Agreement, the lenders agreed to provide $300.0
million of unsecured borrowings. The maturity date of the term loan is January
20, 2025, without further options for extension. The Term Loan Agreement also
provides that the Operating Partnership may from time to time
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request increased aggregate commitments of $200.0 million if certain conditions
are met, including the consent of the lenders to the additional commitments.
Additionally the Operating Partnership has an unsecured revolving credit
facility (the "credit facility") with several banks. Effective March 2, 2023,
the Operating Partnership entered into a Third Amendment to the Second Amended
and Restated Credit Agreement, dated as of September 8, 2017, (as amended, the
"Credit Facility Agreement"). Under the Credit Facility Agreement, the Operating
Partnership has borrowing capacity of up to $600.0 million. The maturity date
under the Credit Facility Agreement is March 2, 2027, with two six-month
extension options, which may be exercised by the Operating Partnership upon
satisfaction of certain conditions including the payment of extension fees.
Additionally, the Credit Facility Agreement maintains an accordion feature,
which allows the Operating Partnership to increase the borrowing capacity under
the Credit Facility Agreement up to an aggregate of $1.2 billion, subject to
lender consents and other conditions. Refer to Note 3 of the accompanying
financial statements for certain quantitative details related to the interest
accrual calculations on outstanding principal amounts for both the Term Loan
Agreement and Credit Facility Agreement.

As of March 31, 2023, $300.0 million and $67.0 million were outstanding under
the term loan and credit facility, respectively. The weighted average interest
rate on the term loan during the three months ended March 31, 2023 was 5.6%. As
discussed in Note 8 of the accompanying financial statements, the Company uses
interest rate swaps to manage its interest rate risk. Effective March 31, 2023,
$150.0 million of the Company's $300.0 million term loan was swapped at a
blended interest rate of 5.4%. The weighted average interest rate on the credit
facility during the three months ended March 31, 2023 was 5.4%. The Company had
no amounts available to borrow under the term loan at March 31, 2023. The
Company had $533.0 million available to borrow under the credit facility at
March 31, 2023.

Further, the Operating Partnership issued $250.0 million aggregate principal
amount of unsecured senior notes in each of December 2017, December 2014 and
December 2013 and $200.0 million aggregate principal amount of unsecured senior
notes in September 2016, (collectively, the "Senior Notes") each of which were
fully and unconditionally guaranteed by the Company.

The key terms of the Operating Partnership's Senior Notes are as follows:



                                    Aggregate              Issue Date and
                                 Principal Amount         Interest Accrual                                           Contractual
       Senior Notes               (in thousands)                Date                    Maturity Date               Interest Rate            First

Interest Payment Interest Payments Due


                                                                                                                                                                            June 15 and December
Senior Notes Due 2027            $     250,000             December 15, 2017             December 15, 2027                   4.19  %

June 15, 2018 15


                                                                                                                                                                            March 22 and
Senior Notes Due 2026            $     200,000            September 22, 2016            September 22, 2026                   3.95  %

March 22, 2017 September 22


                                                                                                                                                                            June 15 and December
Senior Notes Due 2024            $     250,000              December 3, 2014             December 15, 2024                   4.00  %

June 15, 2015 15


                                                                                                                                                                            June 15 and December
Senior Notes Due 2023            $     250,000              December 9, 2013             December 15, 2023                   5.00  %

June 15, 2014 15

The Operating Partnership's material current and long-term cash requirements are further described below.

The Operating Partnership's debt agreements contain customary representations,
financial and other covenants, and its ability to borrow under these 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 March 31, 2023.

While the Operating Partnership generally intends to hold its assets as long
term investments, certain of its investments may be sold in order to manage the
Operating Partnership's interest rate risk and liquidity needs, meet other
operating objectives and adapt to market conditions. The timing and impact of
future sales of its investments, if any, cannot be predicted with any certainty.

The Company has investment grade credit ratings from Moody's Investors Service (Baa2), S&P Global Ratings (BBB-) and Fitch Ratings (BBB).


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Cash Flows

The following table summarizes, for the periods indicated, selected items in the Company's consolidated statements of cash flows (in thousands):



                                         Three Months Ended March 31,
                                             2023                   2022
Net Cash Provided by (Used in):
Operating Activities              $        44,447                $  47,771
Investing Activities              $        (8,004)               $ (17,009)
Financing Activities              $       (30,234)               $ (25,772)



Net Cash Flows from:

Operating Activities

Net cash flows provided by operating activities amounted to approximately $44.4
million in the three months ended March 31, 2023, compared to approximately
$47.8 million in the comparable period in 2022. This decrease of approximately
$3.3 million during the three months ended March 31, 2023 is primarily related
to the timing of collections and payments of working capital accounts.

Investing Activities



Net cash flows used in investing activities amounted to approximately $8.0
million in the three months ended March 31, 2023, compared to approximately
$17.0 million in the comparable period in 2022. This decrease of approximately
$9.0 million for the three months ended March 31, 2023 is primarily due to a
decrease in payments for improvements to properties of approximately $8.0
million and a decrease in deposits on real estate acquisitions of approximately
$1.0 million.

Financing Activities

Net cash flows used in financing activities amounted to approximately $30.2
million in the three months ended March 31, 2023, compared to approximately
$25.8 million in the comparable period in 2022. This increase of approximately
$4.5 million for the three months ended March 31, 2023 is primarily due to the
net increase in paydowns on the credit facility of $31.0 million, the decrease
in proceeds from the sale of common stock of approximately $14.2 million and the
increase in deferred financing costs of approximately $5.6 million related to
the Credit Facility Agreement. These fluctuations were offset by the decrease in
dividends and distributions paid to common stockholders and OP Unitholders of
approximately $23.6 million and the decrease in principal repayments on
mortgages of approximately $23.5 million.

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Material Cash Requirements

The following table represents the Company's known contractual and other short-term (i.e., the next twelve months) and long-term (i.e., beyond the next twelve months) obligations as of March 31, 2023 (in thousands):



                                        Short-Term       Long-Term

Total


Material cash requirements:
Mortgage Notes Payable Principal (1)   $      689      $    59,868      $

60,557


Mortgage Notes Payable Interest             2,479            2,009            4,488
Term loan (2)                                   -          300,000          300,000
Credit facility (3)                             -           67,000           67,000
Senior Notes Due 2027 (4)                  10,475          291,900          302,375
Senior Notes Due 2026 (4)                   7,900          219,750          227,650
Senior Notes Due 2024 (4)                  10,000          260,000          270,000
Senior Notes Due 2023 (5)                 262,500                -          262,500
Operating lease obligations                 1,359           34,240           35,599
Total                                  $  295,402      $ 1,234,767      $ 1,530,169


__________________

(1)Does not include unamortized mortgage premium of approximately $234,000 as of
March 31, 2023.
(2)For the purpose of the above table, the Company has assumed that borrowings
under the term loan accrue interest at the interest rate on the term loan as of
March 31, 2023, which was 5.6%, inclusive of the $150.0 million swap agreements
the Company entered into effective March 31, 2023.
(3)For the purpose of the above table, the Company has assumed that borrowings
under the credit facility accrue interest at the interest rate on the credit
facility as of March 31, 2023, which was 5.6%.
(4)Represents payments of interest only in the short-term and payments of both
principal and interest in the long-term.
(5)Represents payments of both principal and interest in the short-term.

The short-term and long-term liquidity requirements of the Company, including
the Operating Partnership and its subsidiaries, consist primarily of the
material cash requirements set forth above, dividends expected to be paid to the
Company's stockholders, capital expenditures and capital required for
acquisitions.

The Company, including the Operating Partnership and its subsidiaries, plans to
satisfy its short-term liquidity requirements, including its material cash
requirements, through operating cash flows, debt refinancings, potential asset
sales and/or borrowings under the credit facility.

Historically, the Company, including the Operating Partnership and its
subsidiaries, has financed its long-term liquidity requirements through
operating cash flows, borrowings under the credit facility and term loan, debt
refinancings, new debt, equity offerings and other capital market transactions,
and/or the disposition of assets. The Company expects to continue doing so in
the future. However, there can be no assurance that these sources will always be
available to the Company when needed, or on terms the Company desires or that
the future requirements of the Company will not be materially higher than the
Company currently expects.

The Company has committed approximately $1.9 million and $160,000 in tenant
improvements (including building and site improvements) and leasing commissions,
respectively, for the new leases and renewals that occurred during the three
months ended March 31, 2023.

Real Estate Taxes

The Company's leases generally require the tenants to be responsible for a pro-rata portion of the real estate taxes.

Inflation



The Company's long-term leases contain provisions to help manage the adverse
impact of inflation on its operating results. Such provisions include clauses
entitling the Company to receive (a) scheduled base rent increases and (b)
percentage rents based upon tenants' gross sales which generally increase as
prices rise. In addition, many of the Company's non-anchor
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leases are for terms of less than ten years, which permits the Company to seek
increases in rents upon renewal at then-current market rates if rents provided
in the expiring leases are below then-existing market rates. Most of the
Company's leases require tenants to pay a share of operating expenses, including
common area maintenance, real estate taxes, insurance and utilities, thereby
reducing the Company's exposure to increases in costs and operating expenses
resulting from inflation.

Leverage Policies

The Company employs prudent amounts of leverage and uses debt as a means of providing additional funds for the acquisition of its properties and the diversification of its portfolio. The Company seeks to primarily utilize unsecured debt in order to maintain liquidity and flexibility in its capital structure.



Under the Term Loan Agreement, several banks acting as lenders agreed to provide
$300.0 million of unsecured borrowings. The maturity date of the term loan is
January 20, 2025, without further options for extension. The Term Loan Agreement
also provides that the Operating Partnership may from time to time request
increased aggregate commitments of $200.0 million under certain conditions set
forth in the Term Loan Agreement, including the consent of the lenders to the
additional commitments.

Under the Credit Facility Agreement, the Operating Partnership has borrowing
capacity on the credit facility of up to $600.0 million. The maturity date under
the Credit Facility Agreement is March 2, 2027, with two six-month extension
options, which may be exercised by the Operating Partnership upon satisfaction
of certain conditions including the payment of extension fees. Additionally, the
Credit Facility Agreement maintains an accordion feature, which allows the
Operating Partnership to increase the borrowing capacity under the Credit
Facility Agreement up to an aggregate of $1.2 billion, subject to lender
consents and other conditions.

Further, the Operating Partnership issued $250.0 million aggregate principal
amount of unsecured senior notes in each of December 2017, December 2014 and
December 2013 and $200.0 million aggregate principal amount of unsecured senior
notes in September 2016, each of which were fully and unconditionally guaranteed
by the Company.

The Company may borrow on a non-recourse basis at the corporate level or
Operating Partnership level. Non-recourse indebtedness means the indebtedness of
the borrower or its subsidiaries is secured only by specific assets without
recourse to other assets of the borrower or any of its subsidiaries. Even with
non-recourse indebtedness, however, a borrower or its subsidiaries will likely
be required to guarantee against certain breaches of representations and
warranties such as those relating to the absence of fraud, misappropriation,
misapplication of funds, environmental conditions and material
misrepresentations. Because non-recourse financing generally restricts the
lender's claim on the assets of the borrower, the lender generally may only
proceed against the asset securing the debt. This may protect the Company's
other assets.

The Company plans to evaluate each investment opportunity and determine the
appropriate leverage on a case-by-case basis and also on a Company-wide basis.
The Company may seek to refinance indebtedness, such as when a decline in
interest rates makes it beneficial to prepay an existing mortgage, when an
existing mortgage matures or if an attractive investment becomes available and
the proceeds from the refinancing can be used to purchase the investment.

The Company plans to finance future acquisitions through a combination of cash
from operations, borrowings under the credit facility, the assumption of
existing mortgage debt, the issuance of OP Units, equity and debt offerings, and
the potential sale of existing assets. In addition, the Company may acquire
retail properties indirectly through joint ventures with third parties as a
means of increasing the funds available for the acquisition of properties.

Distributions

The Operating Partnership and ROIC intend to make regular quarterly
distributions to holders of their OP Units and common stock, respectively. The
Operating Partnership pays distributions to ROIC directly as a holder of units
of the Operating Partnership, and indirectly to ROIC through distributions to
Retail Opportunity Investments GP, LLC, a wholly owned subsidiary of ROIC. U.S.
federal income tax law generally requires that a REIT distribute annually at
least 90% of its REIT taxable income, without regard to the deduction for
dividends paid and excluding net capital gains, and that it pay U.S. federal
income tax at regular corporate rates to the extent that it annually distributes
less than 100% of its net taxable income. ROIC intends to pay regular quarterly
dividends to its stockholders in an amount not less than its net taxable income,
if and to the extent authorized by its board of directors. If ROIC's cash
available for distribution is less than its net taxable income, ROIC could be
required to sell assets or borrow funds to make cash distributions or ROIC may
make a portion of the required distribution in the form of a taxable stock
distribution or distribution of debt securities.

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