x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Maryland (American Assets Trust, Inc.)
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27-3338708 (American Assets Trust, Inc.)
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Maryland (American Assets Trust, L.P.)
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27-3338894 (American Assets Trust, L.P.)
|
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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|
|
|
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11455 El Camino Real, Suite 200,
San Diego, California
(Address of Principal Executive Offices)
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92130
(Zip Code)
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Large Accelerated Filer
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x
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|
Accelerated Filer
|
o
|
Non-Accelerated Filer
|
o
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(Do not check if a smaller reporting company)
|
Smaller reporting company
|
o
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Large Accelerated Filer
|
o
|
|
Accelerated Filer
|
o
|
Non-Accelerated Filer
|
x
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(Do not check if a smaller reporting company)
|
Smaller reporting company
|
o
|
•
|
better reflects how management and the analyst community view the business as a single operating unit;
|
•
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enhance investors' understanding of American Assets Trust, Inc. and the Operating Partnership by enabling them to view the business as a whole and in the same manner as management;
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•
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greater efficiency for American Assets Trust, Inc. and the Operating Partnership and resulting savings in time, effort and expense; and
|
•
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greater efficiency for investors by reducing duplicative disclosure by providing a single document for their review.
|
•
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consolidated financial statements;
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•
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the following notes to the consolidated financial statements:
|
◦
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Debt;
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◦
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Equity/Partners' Capital; and
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◦
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Earnings Per Share/Unit; and
|
•
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Liquidity and Capital Resources in Management's Discussion and Analysis of Financial Condition and Results of Operations.
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September 30,
|
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December 31,
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||||
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2015
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2014
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||||
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(unaudited)
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||||
ASSETS
|
|
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|
||||
Real estate, at cost
|
|
|
|
||||
Operating real estate
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$
|
1,994,925
|
|
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$
|
1,931,698
|
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Construction in progress
|
229,212
|
|
|
195,736
|
|
||
Held for development
|
9,423
|
|
|
9,390
|
|
||
|
2,233,560
|
|
|
2,136,824
|
|
||
Accumulated depreciation
|
(396,464
|
)
|
|
(361,424
|
)
|
||
Net real estate
|
1,837,096
|
|
|
1,775,400
|
|
||
Cash and cash equivalents
|
40,158
|
|
|
59,357
|
|
||
Restricted cash
|
25,208
|
|
|
10,994
|
|
||
Accounts receivable, net
|
8,151
|
|
|
6,727
|
|
||
Deferred rent receivables, net
|
37,714
|
|
|
35,883
|
|
||
Other assets, net
|
47,748
|
|
|
53,401
|
|
||
TOTAL ASSETS
|
$
|
1,996,075
|
|
|
$
|
1,941,762
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
LIABILITIES:
|
|
|
|
||||
Secured notes payable
|
$
|
579,449
|
|
|
$
|
812,811
|
|
Unsecured notes payable
|
450,000
|
|
|
250,000
|
|
||
Unsecured line of credit
|
25,000
|
|
|
—
|
|
||
Accounts payable and accrued expenses
|
50,806
|
|
|
50,861
|
|
||
Security deposits payable
|
5,781
|
|
|
5,521
|
|
||
Other liabilities and deferred credits, net
|
52,526
|
|
|
55,993
|
|
||
Total liabilities
|
1,163,562
|
|
|
1,175,186
|
|
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Commitments and contingencies (Note 12)
|
|
|
|
|
|||
EQUITY:
|
|
|
|
||||
American Assets Trust, Inc. stockholders’ equity
|
|
|
|
||||
Common stock, $0.01 par value, 490,000,000 shares authorized, 45,349,121 and 43,701,669 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively
|
454
|
|
|
437
|
|
||
Additional paid-in capital
|
863,515
|
|
|
795,065
|
|
||
Accumulated dividends in excess of net income
|
(60,976
|
)
|
|
(60,291
|
)
|
||
Accumulated other comprehensive (loss) income
|
(1,030
|
)
|
|
92
|
|
||
Total American Assets Trust, Inc. stockholders’ equity
|
801,963
|
|
|
735,303
|
|
||
Noncontrolling interests
|
30,550
|
|
|
31,273
|
|
||
Total equity
|
832,513
|
|
|
766,576
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
1,996,075
|
|
|
$
|
1,941,762
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
REVENUE:
|
|
|
|
|
|
|
|
||||||||
Rental income
|
$
|
67,471
|
|
|
$
|
63,593
|
|
|
$
|
193,776
|
|
|
$
|
182,868
|
|
Other property income
|
3,818
|
|
|
3,750
|
|
|
10,317
|
|
|
10,654
|
|
||||
Total revenue
|
71,289
|
|
|
67,343
|
|
|
204,093
|
|
|
193,522
|
|
||||
EXPENSES:
|
|
|
|
|
|
|
|
||||||||
Rental expenses
|
18,985
|
|
|
17,374
|
|
|
52,810
|
|
|
50,494
|
|
||||
Real estate taxes
|
6,676
|
|
|
5,899
|
|
|
18,710
|
|
|
17,054
|
|
||||
General and administrative
|
6,357
|
|
|
4,682
|
|
|
16,161
|
|
|
13,929
|
|
||||
Depreciation and amortization
|
15,761
|
|
|
16,352
|
|
|
46,154
|
|
|
50,902
|
|
||||
Total operating expenses
|
47,779
|
|
|
44,307
|
|
|
133,835
|
|
|
132,379
|
|
||||
OPERATING INCOME
|
23,510
|
|
|
23,036
|
|
|
70,258
|
|
|
61,143
|
|
||||
Interest expense
|
(11,258
|
)
|
|
(13,325
|
)
|
|
(34,250
|
)
|
|
(40,396
|
)
|
||||
Gain on sale of real estate
|
7,121
|
|
|
—
|
|
|
7,121
|
|
|
—
|
|
||||
Other income (expense), net
|
(347
|
)
|
|
(621
|
)
|
|
(440
|
)
|
|
352
|
|
||||
NET INCOME
|
19,026
|
|
|
9,090
|
|
|
42,689
|
|
|
21,099
|
|
||||
Net income attributable to restricted shares
|
(32
|
)
|
|
(95
|
)
|
|
(115
|
)
|
|
(259
|
)
|
||||
Net income attributable to unitholders in the Operating Partnership
|
(5,432
|
)
|
|
(2,578
|
)
|
|
(12,277
|
)
|
|
(6,108
|
)
|
||||
NET INCOME ATTRIBUTABLE TO AMERICAN ASSETS TRUST, INC. STOCKHOLDERS
|
$
|
13,562
|
|
|
$
|
6,417
|
|
|
$
|
30,297
|
|
|
$
|
14,732
|
|
|
|
|
|
|
|
|
|
||||||||
EARNINGS PER COMMON SHARE
|
|
|
|
|
|
|
|
||||||||
Earnings per common share, basic
|
$
|
0.30
|
|
|
$
|
0.15
|
|
|
$
|
0.69
|
|
|
$
|
0.35
|
|
Weighted average shares of common stock outstanding - basic
|
44,998,281
|
|
|
42,539,019
|
|
|
44,176,007
|
|
|
41,653,229
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per common share, diluted
|
$
|
0.30
|
|
|
$
|
0.15
|
|
|
$
|
0.69
|
|
|
$
|
0.35
|
|
Weighted average shares of common stock outstanding - diluted
|
62,897,797
|
|
|
60,444,276
|
|
|
62,076,238
|
|
|
59,559,944
|
|
||||
|
|
|
|
|
|
|
|
||||||||
DIVIDENDS DECLARED PER COMMON SHARE
|
$
|
0.2325
|
|
|
$
|
0.2200
|
|
|
$
|
0.6975
|
|
|
$
|
0.6600
|
|
|
|
|
|
|
|
|
|
||||||||
COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
19,026
|
|
|
$
|
9,090
|
|
|
$
|
42,689
|
|
|
$
|
21,099
|
|
Other comprehensive income (loss) - unrealized gain (loss) on swap derivative during the period
|
(908
|
)
|
|
2,439
|
|
|
(1,394
|
)
|
|
882
|
|
||||
Reclassification of amortization of forward-starting swap included in interest expense
|
(57
|
)
|
|
—
|
|
|
(173
|
)
|
|
—
|
|
||||
Comprehensive income
|
18,061
|
|
|
11,529
|
|
|
41,122
|
|
|
21,981
|
|
||||
Comprehensive income attributable to non-controlling interest
|
(5,155
|
)
|
|
(3,300
|
)
|
|
(11,829
|
)
|
|
(6,366
|
)
|
||||
Comprehensive income attributable to American Assets Trust, Inc.
|
$
|
12,906
|
|
|
$
|
8,229
|
|
|
$
|
29,293
|
|
|
$
|
15,615
|
|
|
American Assets Trust, Inc. Stockholders’ Equity
|
|
Noncontrolling Interests - Unitholders in the Operating Partnership
|
|
Total
|
|||||||||||||||||||||
|
Common Shares
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Dividends in
Excess of Net
Income
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|||||||||||||||||||||
Balance at December 31, 2014
|
43,701,669
|
|
|
$
|
437
|
|
|
$
|
795,065
|
|
|
$
|
(60,291
|
)
|
|
$
|
92
|
|
|
$
|
31,273
|
|
|
$
|
766,576
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
30,415
|
|
|
—
|
|
|
12,274
|
|
|
42,689
|
|
||||||
Common shares issued
|
1,812,451
|
|
|
18
|
|
|
72,818
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
72,836
|
|
||||||
Issuance of restricted stock
|
5,044
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Forfeiture of restricted stock
|
(26,664
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Conversion of operating partnership units
|
5,741
|
|
|
—
|
|
|
67
|
|
|
—
|
|
|
—
|
|
|
(67
|
)
|
|
—
|
|
||||||
Dividends declared and paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,100
|
)
|
|
—
|
|
|
(12,485
|
)
|
|
(43,585
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
2,137
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,137
|
|
||||||
Shares withheld for employee taxes
|
(149,120
|
)
|
|
(1
|
)
|
|
(6,572
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,573
|
)
|
||||||
Other comprehensive loss - change in value of interest rate swap
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(999
|
)
|
|
(395
|
)
|
|
(1,394
|
)
|
||||||
Reclassification of amortization of forward-starting swap included in interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(123
|
)
|
|
(50
|
)
|
|
(173
|
)
|
||||||
Balance at September 30, 2015
|
45,349,121
|
|
|
$
|
454
|
|
|
$
|
863,515
|
|
|
$
|
(60,976
|
)
|
|
$
|
(1,030
|
)
|
|
$
|
30,550
|
|
|
$
|
832,513
|
|
|
Nine Months Ended September 30,
|
||||||
|
2015
|
|
2014
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
42,689
|
|
|
$
|
21,099
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Deferred rent revenue and amortization of lease intangibles
|
(4,206
|
)
|
|
(4,360
|
)
|
||
Depreciation and amortization
|
46,154
|
|
|
50,902
|
|
||
Amortization of debt issuance costs and debt fair value adjustments
|
3,160
|
|
|
3,046
|
|
||
Gain on sale of real estate
|
(7,121
|
)
|
|
—
|
|
||
Stock-based compensation expense
|
2,137
|
|
|
2,571
|
|
||
Settlement of forward interest rate swap agreement
|
—
|
|
|
1,617
|
|
||
Other noncash interest expense
|
(173
|
)
|
|
—
|
|
||
Other, net
|
(1,074
|
)
|
|
(839
|
)
|
||
Changes in operating assets and liabilities
|
|
|
|
||||
Change in restricted cash
|
(1,253
|
)
|
|
(1,438
|
)
|
||
Change in accounts receivable
|
(1,597
|
)
|
|
(195
|
)
|
||
Change in other assets
|
(460
|
)
|
|
(168
|
)
|
||
Change in accounts payable and accrued expenses
|
11,191
|
|
|
7,298
|
|
||
Change in security deposits payable
|
318
|
|
|
113
|
|
||
Change in other liabilities and deferred credits
|
278
|
|
|
1,751
|
|
||
Net cash provided by operating activities
|
90,043
|
|
|
81,397
|
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Capital expenditures
|
(115,156
|
)
|
|
(94,877
|
)
|
||
Proceeds from sale of real estate, net of selling costs
|
12,259
|
|
|
—
|
|
||
Change in restricted cash
|
(12,961
|
)
|
|
(1,272
|
)
|
||
Leasing commissions
|
(3,242
|
)
|
|
(2,805
|
)
|
||
Net cash used in investing activities
|
(119,100
|
)
|
|
(98,954
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Repayment of secured notes payable
|
(235,546
|
)
|
|
(1,169
|
)
|
||
Proceeds from term loan
|
—
|
|
|
100,000
|
|
||
Proceeds from unsecured line of credit
|
60,000
|
|
|
—
|
|
||
Repayment of unsecured line of credit
|
(35,000
|
)
|
|
(93,000
|
)
|
||
Proceeds from issuance of unsecured notes payable
|
200,000
|
|
|
—
|
|
||
Debt issuance costs
|
(2,274
|
)
|
|
(1,957
|
)
|
||
Proceeds from issuance of common stock, net
|
72,836
|
|
|
104,148
|
|
||
Dividends paid to common stock and unitholders
|
(43,585
|
)
|
|
(39,988
|
)
|
||
Shares withheld for employee taxes
|
(6,573
|
)
|
|
(4,319
|
)
|
||
Net cash provided by financing activities
|
9,858
|
|
|
63,715
|
|
||
Net (decrease) increase in cash and cash equivalents
|
(19,199
|
)
|
|
46,158
|
|
||
Cash and cash equivalents, beginning of period
|
59,357
|
|
|
48,987
|
|
||
Cash and cash equivalents, end of period
|
$
|
40,158
|
|
|
$
|
95,145
|
|
|
September 30,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
|
(unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Real estate, at cost
|
|
|
|
||||
Operating real estate
|
$
|
1,994,925
|
|
|
$
|
1,931,698
|
|
Construction in progress
|
229,212
|
|
|
195,736
|
|
||
Held for development
|
9,423
|
|
|
9,390
|
|
||
|
2,233,560
|
|
|
2,136,824
|
|
||
Accumulated depreciation
|
(396,464
|
)
|
|
(361,424
|
)
|
||
Net real estate
|
1,837,096
|
|
|
1,775,400
|
|
||
Cash and cash equivalents
|
40,158
|
|
|
59,357
|
|
||
Restricted cash
|
25,208
|
|
|
10,994
|
|
||
Accounts receivable, net
|
8,151
|
|
|
6,727
|
|
||
Deferred rent receivables, net
|
37,714
|
|
|
35,883
|
|
||
Other assets, net
|
47,748
|
|
|
53,401
|
|
||
TOTAL ASSETS
|
$
|
1,996,075
|
|
|
$
|
1,941,762
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
LIABILITIES:
|
|
|
|
||||
Secured notes payable
|
$
|
579,449
|
|
|
$
|
812,811
|
|
Unsecured notes payable
|
450,000
|
|
|
250,000
|
|
||
Unsecured line of credit
|
25,000
|
|
|
—
|
|
||
Accounts payable and accrued expenses
|
50,806
|
|
|
50,861
|
|
||
Security deposits payable
|
5,781
|
|
|
5,521
|
|
||
Other liabilities and deferred credits
|
52,526
|
|
|
55,993
|
|
||
Total liabilities
|
1,163,562
|
|
|
1,175,186
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
|
|||
CAPITAL:
|
|
|
|
||||
Limited partners' capital, 17,899,516 and 17,905,257 units issued and outstanding as of September 30, 2015 and December 31, 2014, respectively
|
30,957
|
|
|
31,235
|
|
||
General partner's capital, 45,349,121 and 43,701,669 units issued and outstanding as of September 30, 2015 and December 31, 2014, respectively
|
802,993
|
|
|
735,211
|
|
||
Accumulated other comprehensive (loss) income
|
(1,437
|
)
|
|
130
|
|
||
Total capital
|
832,513
|
|
|
766,576
|
|
||
TOTAL LIABILITIES AND CAPITAL
|
$
|
1,996,075
|
|
|
$
|
1,941,762
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
REVENUE:
|
|
|
|
|
|
|
|
||||||||
Rental income
|
$
|
67,471
|
|
|
$
|
63,593
|
|
|
$
|
193,776
|
|
|
$
|
182,868
|
|
Other property income
|
3,818
|
|
|
3,750
|
|
|
10,317
|
|
|
10,654
|
|
||||
Total revenue
|
71,289
|
|
|
67,343
|
|
|
204,093
|
|
|
193,522
|
|
||||
EXPENSES:
|
|
|
|
|
|
|
|
||||||||
Rental expenses
|
18,985
|
|
|
17,374
|
|
|
52,810
|
|
|
50,494
|
|
||||
Real estate taxes
|
6,676
|
|
|
5,899
|
|
|
18,710
|
|
|
17,054
|
|
||||
General and administrative
|
6,357
|
|
|
4,682
|
|
|
16,161
|
|
|
13,929
|
|
||||
Depreciation and amortization
|
15,761
|
|
|
16,352
|
|
|
46,154
|
|
|
50,902
|
|
||||
Total operating expenses
|
47,779
|
|
|
44,307
|
|
|
133,835
|
|
|
132,379
|
|
||||
OPERATING INCOME
|
23,510
|
|
|
23,036
|
|
|
70,258
|
|
|
61,143
|
|
||||
Interest expense
|
(11,258
|
)
|
|
(13,325
|
)
|
|
(34,250
|
)
|
|
(40,396
|
)
|
||||
Gain on sale of real estate
|
7,121
|
|
|
—
|
|
|
7,121
|
|
|
—
|
|
||||
Other income (expense), net
|
(347
|
)
|
|
(621
|
)
|
|
(440
|
)
|
|
352
|
|
||||
NET INCOME
|
19,026
|
|
|
9,090
|
|
|
42,689
|
|
|
21,099
|
|
||||
Net income attributable to restricted shares
|
(32
|
)
|
|
(95
|
)
|
|
(115
|
)
|
|
(259
|
)
|
||||
NET INCOME ATTRIBUTABLE TO AMERICAN ASSETS TRUST, L.P.
|
$
|
18,994
|
|
|
$
|
8,995
|
|
|
$
|
42,574
|
|
|
$
|
20,840
|
|
|
|
|
|
|
|
|
|
||||||||
EARNINGS PER UNIT - BASIC
|
|
|
|
|
|
|
|
||||||||
Earnings per unit, basic
|
$
|
0.30
|
|
|
$
|
0.15
|
|
|
$
|
0.69
|
|
|
$
|
0.35
|
|
Weighted average units outstanding - basic
|
62,897,797
|
|
|
60,444,276
|
|
|
62,076,238
|
|
|
59,559,944
|
|
||||
|
|
|
|
|
|
|
|
||||||||
EARNINGS PER UNIT - DILUTED
|
|
|
|
|
|
|
|
||||||||
Earnings per unit, diluted
|
$
|
0.30
|
|
|
$
|
0.15
|
|
|
$
|
0.69
|
|
|
$
|
0.35
|
|
Weighted average units outstanding - diluted
|
62,897,797
|
|
|
60,444,276
|
|
|
62,076,238
|
|
|
59,559,944
|
|
||||
|
|
|
|
|
|
|
|
||||||||
DISTRIBUTIONS PER UNIT
|
$
|
0.2325
|
|
|
$
|
0.2200
|
|
|
$
|
0.6975
|
|
|
$
|
0.6600
|
|
|
|
|
|
|
|
|
|
||||||||
COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
19,026
|
|
|
$
|
9,090
|
|
|
$
|
42,689
|
|
|
$
|
21,099
|
|
Other comprehensive income (loss) - unrealized gain (loss) on swap derivative during the period
|
(908
|
)
|
|
2,439
|
|
|
(1,394
|
)
|
|
882
|
|
||||
Reclassification of amortization of forward-starting swap included in interest expense
|
(57
|
)
|
|
—
|
|
|
(173
|
)
|
|
—
|
|
||||
Comprehensive income
|
18,061
|
|
|
11,529
|
|
|
41,122
|
|
|
21,981
|
|
||||
Comprehensive income attributable to Limited Partners
|
(5,155
|
)
|
|
(3,300
|
)
|
|
(11,829
|
)
|
|
(6,366
|
)
|
||||
Comprehensive income attributable to General Partner
|
$
|
12,906
|
|
|
$
|
8,229
|
|
|
$
|
29,293
|
|
|
$
|
15,615
|
|
|
Limited Partners' Capital
(1)
|
|
General Partner's Capital
(2)
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Capital
|
||||||||||||||
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
|||||||||||||
Balance at December 31, 2014
|
17,905,257
|
|
|
$
|
31,235
|
|
|
43,701,669
|
|
|
$
|
735,211
|
|
|
$
|
130
|
|
|
$
|
766,576
|
|
Net income
|
—
|
|
|
12,274
|
|
|
—
|
|
|
30,415
|
|
|
—
|
|
|
42,689
|
|
||||
Contributions from American Assets Trust, Inc.
|
—
|
|
|
—
|
|
|
1,812,451
|
|
|
72,836
|
|
|
—
|
|
|
72,836
|
|
||||
Conversion of operating partnership units
|
(5,741
|
)
|
|
(67
|
)
|
|
5,741
|
|
|
67
|
|
|
—
|
|
|
—
|
|
||||
Issuance of restricted units
|
—
|
|
|
—
|
|
|
5,044
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Forfeiture of restricted units
|
—
|
|
|
—
|
|
|
(26,664
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Distributions
|
—
|
|
|
(12,485
|
)
|
|
—
|
|
|
(31,100
|
)
|
|
—
|
|
|
(43,585
|
)
|
||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
2,137
|
|
|
—
|
|
|
2,137
|
|
||||
Units withheld for employee taxes
|
—
|
|
|
—
|
|
|
(149,120
|
)
|
|
(6,573
|
)
|
|
—
|
|
|
(6,573
|
)
|
||||
Other comprehensive loss - change in value of interest rate swap
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,394
|
)
|
|
(1,394
|
)
|
||||
Reclassification of amortization of forward-starting swap included in interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(173
|
)
|
|
(173
|
)
|
||||
Balance at September 30, 2015
|
17,899,516
|
|
|
$
|
30,957
|
|
|
45,349,121
|
|
|
$
|
802,993
|
|
|
$
|
(1,437
|
)
|
|
$
|
832,513
|
|
|
Nine Months Ended September 30,
|
||||||
|
2015
|
|
2014
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
42,689
|
|
|
$
|
21,099
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Deferred rent revenue and amortization of lease intangibles
|
(4,206
|
)
|
|
(4,360
|
)
|
||
Depreciation and amortization
|
46,154
|
|
|
50,902
|
|
||
Amortization of debt issuance costs and debt fair value adjustments
|
3,160
|
|
|
3,046
|
|
||
Gain on sale of real estate
|
(7,121
|
)
|
|
—
|
|
||
Stock-based compensation expense
|
2,137
|
|
|
2,571
|
|
||
Settlement of forward interest rate swap agreement
|
—
|
|
|
1,617
|
|
||
Other noncash interest expense
|
(173
|
)
|
|
—
|
|
||
Other, net
|
(1,074
|
)
|
|
(839
|
)
|
||
Changes in operating assets and liabilities
|
|
|
|
||||
Change in restricted cash
|
(1,253
|
)
|
|
(1,438
|
)
|
||
Change in accounts receivable
|
(1,597
|
)
|
|
(195
|
)
|
||
Change in other assets
|
(460
|
)
|
|
(168
|
)
|
||
Change in accounts payable and accrued expenses
|
11,191
|
|
|
7,298
|
|
||
Change in security deposits payable
|
318
|
|
|
113
|
|
||
Change in other liabilities and deferred credits
|
278
|
|
|
1,751
|
|
||
Net cash provided by operating activities
|
90,043
|
|
|
81,397
|
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Capital expenditures
|
(115,156
|
)
|
|
(94,877
|
)
|
||
Proceeds from sale of real estate, net of selling costs
|
12,259
|
|
|
—
|
|
||
Change in restricted cash
|
(12,961
|
)
|
|
(1,272
|
)
|
||
Leasing commissions
|
(3,242
|
)
|
|
(2,805
|
)
|
||
Net cash used in investing activities
|
(119,100
|
)
|
|
(98,954
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Repayment of secured notes payable
|
(235,546
|
)
|
|
(1,169
|
)
|
||
Proceeds from term loan
|
—
|
|
|
100,000
|
|
||
Proceeds from unsecured line of credit
|
60,000
|
|
|
—
|
|
||
Repayment of unsecured line of credit
|
(35,000
|
)
|
|
(93,000
|
)
|
||
Proceeds from issuance of unsecured notes payable
|
200,000
|
|
|
—
|
|
||
Debt issuance costs
|
(2,274
|
)
|
|
(1,957
|
)
|
||
Contributions from American Assets Trust, Inc.
|
72,836
|
|
|
104,148
|
|
||
Distributions
|
(43,585
|
)
|
|
(39,988
|
)
|
||
Shares withheld for employee taxes
|
(6,573
|
)
|
|
(4,319
|
)
|
||
Net cash provided by financing activities
|
9,858
|
|
|
63,715
|
|
||
Net (decrease) increase in cash and cash equivalents
|
(19,199
|
)
|
|
46,158
|
|
||
Cash and cash equivalents, beginning of period
|
59,357
|
|
|
48,987
|
|
||
Cash and cash equivalents, end of period
|
$
|
40,158
|
|
|
$
|
95,145
|
|
Office
|
||
Torrey Reserve Campus
|
Lloyd District Portfolio
|
|
Solana Beach Corporate Centre
|
City Center Bellevue
|
|
The Landmark at One Market
|
|
|
One Beach Street
|
|
|
First & Main
|
|
|
Multifamily
|
||
Loma Palisades
|
|
|
Imperial Beach Gardens
|
|
|
Mariner's Point
|
|
|
Santa Fe Park RV Resort
|
|
|
Hassalo on Eighth
|
|
|
Mixed-Use
|
|
|
Waikiki Beach Walk Retail and Embassy Suites™ Hotel
|
|
Held for Development and/or Construction in Progress
|
||
Solana Beach Corporate Centre – Land
|
|
|
Solana Beach – Highway 101 – Land
|
|
|
Torrey Point (formerly Sorrento Pointe) – Land
|
|
|
Torrey Reserve – Land
|
|
|
Lloyd District Portfolio – Land
|
|
|
|
Nine Months Ended September 30,
|
||||||
|
2015
|
|
2014
|
||||
Supplemental cash flow information
|
|
|
|
||||
Total interest costs incurred
|
$
|
41,305
|
|
|
$
|
43,912
|
|
Interest capitalized
|
$
|
7,055
|
|
|
$
|
3,516
|
|
Interest expense
|
$
|
34,250
|
|
|
$
|
40,396
|
|
Cash paid for interest, net of amounts capitalized
|
$
|
30,562
|
|
|
$
|
37,557
|
|
Cash paid for income taxes
|
$
|
382
|
|
|
$
|
319
|
|
Supplemental schedule of noncash investing and financing activities
|
|
|
|
|
|
||
Accounts payable and accrued liabilities for construction in progress
|
$
|
(9,092
|
)
|
|
$
|
8,982
|
|
Accrued leasing commissions
|
$
|
(431
|
)
|
|
$
|
(124
|
)
|
|
September 30, 2015
|
|
December 31, 2014
|
||||
In-place leases
|
$
|
52,338
|
|
|
$
|
53,967
|
|
Accumulated amortization
|
(37,347
|
)
|
|
(35,336
|
)
|
||
Above market leases
|
22,201
|
|
|
22,500
|
|
||
Accumulated amortization
|
(18,434
|
)
|
|
(17,397
|
)
|
||
Acquired lease intangible assets, net
|
$
|
18,758
|
|
|
$
|
23,734
|
|
Below market leases
|
$
|
68,988
|
|
|
$
|
70,013
|
|
Accumulated accretion
|
(29,646
|
)
|
|
(27,161
|
)
|
||
Acquired lease intangible liabilities, net
|
$
|
39,342
|
|
|
$
|
42,852
|
|
1.
|
Level 1 Inputs—quoted prices in active markets for identical assets or liabilities
|
2.
|
Level 2 Inputs—observable inputs other than quoted prices in active markets for identical assets and liabilities
|
3.
|
Level 3 Inputs—unobservable inputs
|
|
September 30, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||||||
Deferred compensation liability
|
$
|
—
|
|
$
|
883
|
|
$
|
—
|
|
$
|
883
|
|
|
$
|
—
|
|
$
|
981
|
|
$
|
—
|
|
$
|
981
|
|
Interest rate swap
|
$
|
—
|
|
$
|
2,842
|
|
$
|
—
|
|
$
|
2,842
|
|
|
$
|
—
|
|
$
|
1,448
|
|
$
|
—
|
|
$
|
1,448
|
|
|
September 30, 2015
|
|
December 31, 2014
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Secured notes payable
|
$
|
579,449
|
|
|
$
|
609,687
|
|
|
$
|
812,811
|
|
|
$
|
850,475
|
|
Unsecured term loan
|
$
|
100,000
|
|
|
$
|
100,000
|
|
|
$
|
100,000
|
|
|
$
|
100,000
|
|
Unsecured senior guaranteed notes
|
$
|
350,000
|
|
|
$
|
361,227
|
|
|
$
|
150,000
|
|
|
$
|
154,560
|
|
Unsecured line of credit
|
$
|
25,000
|
|
|
$
|
25,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Swap Counterparty
|
|
Notional Amount
|
|
Effective Date
|
|
Maturity Date
|
|
Fair Value
|
||||
Bank of America, N.A.
|
|
$
|
100,000
|
|
|
1/9/2014
|
|
1/9/2019
|
|
$
|
2,842
|
|
|
September 30, 2015
|
|
December 31, 2014
|
||||
Leasing commissions, net of accumulated amortization of $22,800 and $20,659 respectively
|
$
|
19,178
|
|
|
$
|
19,484
|
|
Acquired above market leases, net
|
3,767
|
|
|
5,103
|
|
||
Acquired in-place leases, net
|
14,991
|
|
|
18,631
|
|
||
Lease incentives, net of accumulated amortization of $3,244 and $2,960, respectively
|
543
|
|
|
740
|
|
||
Other intangible assets, net of accumulated amortization of $1,648 and $1,590, respectively
|
466
|
|
|
453
|
|
||
Debt issuance costs, net of accumulated amortization of $4,322 and $4,147, respectively
|
4,451
|
|
|
5,361
|
|
||
Prepaid expenses and other
|
4,352
|
|
|
3,629
|
|
||
Total other assets
|
$
|
47,748
|
|
|
$
|
53,401
|
|
|
September 30, 2015
|
|
December 31, 2014
|
||||
Acquired below market leases, net
|
$
|
39,342
|
|
|
$
|
42,852
|
|
Prepaid rent and deferred revenue
|
6,419
|
|
|
7,288
|
|
||
Interest rate swap liability
|
2,842
|
|
|
1,448
|
|
||
Deferred rent expense and lease intangible
|
436
|
|
|
584
|
|
||
Deferred compensation
|
883
|
|
|
981
|
|
||
Deferred tax liability
|
204
|
|
|
219
|
|
||
Straight-line rent liability
|
2,329
|
|
|
2,533
|
|
||
Other liabilities
|
71
|
|
|
88
|
|
||
Total other liabilities and deferred credits, net
|
$
|
52,526
|
|
|
$
|
55,993
|
|
|
Principal Balance as of
|
|
Stated Interest Rate
|
|
Stated Maturity Date
|
|||||||
Description of Debt
|
September 30, 2015
|
|
December 31, 2014
|
|
as of September 30, 2015
|
|||||||
The Shops at Kalakaua
(1)(2)
|
$
|
—
|
|
|
$
|
19,000
|
|
|
—
|
|
|
May 1, 2015
|
The Landmark at One Market
(1)(3)
|
—
|
|
|
133,000
|
|
|
—
|
|
|
July 5, 2015
|
||
Del Monte Center
(1)(4)
|
—
|
|
|
82,300
|
|
|
—
|
|
|
July 8, 2015
|
||
First & Main
(1)
|
84,500
|
|
|
84,500
|
|
|
3.97
|
%
|
|
July 1, 2016
|
||
Imperial Beach Gardens
(1)
|
20,000
|
|
|
20,000
|
|
|
6.16
|
%
|
|
September 1, 2016
|
||
Mariner’s Point
(1)
|
7,700
|
|
|
7,700
|
|
|
6.09
|
%
|
|
September 1, 2016
|
||
South Bay Marketplace
(1)
|
23,000
|
|
|
23,000
|
|
|
5.48
|
%
|
|
February 10, 2017
|
||
Waikiki Beach Walk—Retail
(1)
|
130,310
|
|
|
130,310
|
|
|
5.39
|
%
|
|
July 1, 2017
|
||
Solana Beach Corporate Centre III-IV
(5)
|
36,038
|
|
|
36,376
|
|
|
6.39
|
%
|
|
August 1, 2017
|
||
Loma Palisades
(1)
|
73,744
|
|
|
73,744
|
|
|
6.09
|
%
|
|
July 1, 2018
|
||
One Beach Street
(1)
|
21,900
|
|
|
21,900
|
|
|
3.94
|
%
|
|
April 1, 2019
|
||
Torrey Reserve—North Court
(5)
|
20,833
|
|
|
21,075
|
|
|
7.22
|
%
|
|
June 1, 2019
|
||
Torrey Reserve—VCI, VCII, VCIII
(5)
|
7,023
|
|
|
7,101
|
|
|
6.36
|
%
|
|
June 1, 2020
|
||
Solana Beach Corporate Centre I-II
(5)
|
11,167
|
|
|
11,302
|
|
|
5.91
|
%
|
|
June 1, 2020
|
||
Solana Beach Towne Centre
(5)
|
37,222
|
|
|
37,675
|
|
|
5.91
|
%
|
|
June 1, 2020
|
||
City Center Bellevue
(1)
|
111,000
|
|
|
111,000
|
|
|
3.98
|
%
|
|
November 1, 2022
|
||
|
584,437
|
|
|
819,983
|
|
|
|
|
|
|||
Unamortized fair value adjustment
|
(4,988
|
)
|
|
(7,172
|
)
|
|
|
|
|
|||
Total Secured Notes Payable Outstanding
|
$
|
579,449
|
|
|
$
|
812,811
|
|
|
|
|
|
(1)
|
Interest only.
|
(2)
|
Loan repaid in full, without premium or penalty, on February 2, 2015.
|
(3)
|
Loan repaid in full, without premium or penalty, on April 6, 2015.
|
(4)
|
Loan repaid in full, without premium or penalty, on February 6, 2015.
|
(5)
|
Principal payments based on a
30
-year amortization schedule.
|
Description of Debt
|
Principal Balance as of
|
|
Stated Interest Rate
|
|
Stated Maturity Date
|
|||||||||
September 30, 2015
|
|
December 31, 2014
|
|
as of September 30, 2015
|
|
|||||||||
Term Loan
|
$
|
100,000
|
|
|
$
|
100,000
|
|
|
Variable
|
|
(1)
|
|
January 9, 2019
|
(2)
|
Senior Guaranteed Notes, Series A
|
150,000
|
|
|
150,000
|
|
|
4.04
|
%
|
(3)
|
|
October 31, 2021
|
|
||
Senior Guaranteed Notes, Series B
|
100,000
|
|
|
—
|
|
|
4.45
|
%
|
|
|
February 2, 2025
|
|
||
Senior Guaranteed Notes, Series C
|
100,000
|
|
|
—
|
|
|
4.50
|
%
|
|
|
April 1, 2025
|
|
||
Total Unsecured Notes Payable
|
$
|
450,000
|
|
|
$
|
250,000
|
|
|
|
|
|
|
|
(1)
|
The Operating Partnership has entered into an interest rate swap agreement that is intended to fix the interest rate associated with the loan term at approximately
3.08%
through its maturity date and extension options, subject to adjustments based on our consolidated leverage ratio.
|
(2)
|
The Operating Partnership has an option to extend the term loan up to
three
times, with each such extension for a 12-month period. The foregoing extension options are exercisable by us subject to the satisfaction of certain conditions.
|
(3)
|
The Operating Partnership entered into a one-month forward-starting
seven
-year swap contract on August 19, 2014, which was settled on September 19, 2014 at a gain of approximately
$1.6 million
. The forward-starting seven-year swap contract was deemed to be a highly effective cash flow hedge, accordingly, the effective interest rate is approximately
3.88%
per annum.
|
•
|
A maximum leverage ratio (defined as total indebtedness net of certain cash and cash equivalents to total asset value) of
60%
,
|
•
|
A maximum secured leverage ratio (defined as total secured debt to secured total asset value) of
45%
at any time prior to December 31, 2015, and
40%
thereafter,
|
•
|
A minimum fixed charge coverage ratio (defined as consolidated earnings before interest, taxes, depreciation and amortization to consolidated fixed charges) of 1.50x,
|
•
|
A minimum unsecured interest coverage ratio of 1.75x,
|
•
|
A maximum unsecured leverage ratio of
60%
,
|
•
|
A minimum tangible net worth of
$721.16 million
, and
75%
of the net proceeds of any additional equity issuances (other than additional equity issuances in connection with any dividend reinvestment program), and
|
•
|
Recourse indebtedness at any time cannot exceed
15%
of total asset value.
|
|
Three Months Ended September 30, 2015
|
|
Nine Months Ended September 30, 2015
|
||||
Number of shares of common stock issued through ATM programs
|
466,525
|
|
|
1,612,451
|
|
||
Weighted average price per share
|
$
|
40.85
|
|
|
$
|
40.77
|
|
|
|
|
|
||||
Proceeds, gross
|
$
|
19,059
|
|
|
$
|
65,740
|
|
Sales agent compensation
|
(191
|
)
|
|
(657
|
)
|
||
Offering costs
|
(40
|
)
|
|
(355
|
)
|
||
Proceeds, net
|
$
|
18,828
|
|
|
$
|
64,728
|
|
Period
|
|
Amount per
Share/Unit
|
|
Period Covered
|
|
Dividend Paid Date
|
||
First Quarter 2015
|
|
$
|
0.2325
|
|
|
January 1, 2015 to March 31, 2015
|
|
March 27, 2015
|
Second Quarter 2015
|
|
$
|
0.2325
|
|
|
April 1, 2015 to June 30, 2015
|
|
June 26, 2015
|
Third Quarter 2015
|
|
$
|
0.2325
|
|
|
July 1, 2015 to September 30, 2015
|
|
September 25, 2015
|
|
Units
|
|
Weighted Average Grant Date Fair Value
|
|
Nonvested at January 1, 2015
|
493,539
|
|
|
$22.01
|
Granted
|
5,044
|
|
|
$39.64
|
Vested
|
(335,646
|
)
|
|
$16.76
|
Forfeited
|
(26,664
|
)
|
|
$33.28
|
Nonvested at September 30, 2015
|
136,273
|
|
|
$33.39
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
NUMERATOR
|
|
|
|
|
|
|
|
||||||||
Net income from operations
|
$
|
19,026
|
|
|
$
|
9,090
|
|
|
$
|
42,689
|
|
|
$
|
21,099
|
|
Less: Net income attributable to restricted shares
|
(32
|
)
|
|
(95
|
)
|
|
(115
|
)
|
|
(259
|
)
|
||||
Less: Income from operations attributable to unitholders in the Operating Partnership
|
(5,432
|
)
|
|
(2,578
|
)
|
|
(12,277
|
)
|
|
(6,108
|
)
|
||||
Net income attributable to common stockholders—basic
|
$
|
13,562
|
|
|
$
|
6,417
|
|
|
$
|
30,297
|
|
|
$
|
14,732
|
|
Income from operations attributable to American Assets Trust, Inc. common stockholders—basic
|
$
|
13,562
|
|
|
$
|
6,417
|
|
|
$
|
30,297
|
|
|
$
|
14,732
|
|
Plus: Income from operations attributable to unitholders in the Operating Partnership
|
5,432
|
|
|
2,578
|
|
|
12,277
|
|
|
6,108
|
|
||||
Net income attributable to common stockholders—diluted
|
$
|
18,994
|
|
|
$
|
8,995
|
|
|
$
|
42,574
|
|
|
$
|
20,840
|
|
DENOMINATOR
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding—basic
|
44,998,281
|
|
|
42,539,019
|
|
|
44,176,007
|
|
|
41,653,229
|
|
||||
Effect of dilutive securities—conversion of Operating Partnership units
|
17,899,516
|
|
|
17,905,257
|
|
|
17,900,231
|
|
|
17,906,715
|
|
||||
Weighted average common shares outstanding—diluted
|
62,897,797
|
|
|
60,444,276
|
|
|
62,076,238
|
|
|
59,559,944
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per common share, basic
|
$
|
0.30
|
|
|
$
|
0.15
|
|
|
$
|
0.69
|
|
|
$
|
0.35
|
|
Earnings per common share, diluted
|
$
|
0.30
|
|
|
$
|
0.15
|
|
|
$
|
0.69
|
|
|
$
|
0.35
|
|
Year Ending December 31,
|
|
|
||
2015 (three months ending December 31, 2015)
|
$
|
666
|
|
|
2016
|
2,682
|
|
(1)
|
|
2017
|
2,686
|
|
(2)
|
|
2018
|
2,686
|
|
|
|
2019
|
2,686
|
|
|
|
Thereafter
|
23,856
|
|
|
|
Total
|
$
|
35,262
|
|
|
(1)
|
Lease payments on The Landmark at One Market lease will be equal to fair rental value from July 2016 through the end of the options lease term. In the table, we have shown the option lease payments for this period based on the stated rate for the month of June 2016 of
$162,140
.
|
(2)
|
Lease payments on the Waikiki Beach Walk lease will be equal to fair rental value from March 2017 through the end of the lease term. In the table, we have shown the lease payments for this period based on the stated rate for the month of February 2017 of
$61,690
.
|
Year Ending December 31,
|
|
||
2015 (three months ending December 31, 2015)
|
$
|
33,368
|
|
2016
|
164,755
|
|
|
2017
|
151,950
|
|
|
2018
|
118,789
|
|
|
2019
|
83,803
|
|
|
Thereafter
|
231,702
|
|
|
Total
|
$
|
784,367
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Minimum rents
|
|
|
|
|
|
|
|
||||||||
Retail
|
$
|
18,274
|
|
|
$
|
17,841
|
|
|
$
|
54,741
|
|
|
$
|
52,581
|
|
Office
|
22,193
|
|
|
20,534
|
|
|
64,913
|
|
|
60,970
|
|
||||
Multifamily
|
4,650
|
|
|
3,992
|
|
|
12,820
|
|
|
11,723
|
|
||||
Mixed-use
|
2,603
|
|
|
2,523
|
|
|
7,703
|
|
|
7,489
|
|
||||
Cost reimbursement
|
8,049
|
|
|
7,405
|
|
|
22,654
|
|
|
21,115
|
|
||||
Percentage rent
|
552
|
|
|
732
|
|
|
1,277
|
|
|
1,548
|
|
||||
Hotel revenue
|
10,796
|
|
|
10,122
|
|
|
28,531
|
|
|
26,167
|
|
||||
Other
|
354
|
|
|
444
|
|
|
1,137
|
|
|
1,275
|
|
||||
Total rental income
|
$
|
67,471
|
|
|
$
|
63,593
|
|
|
$
|
193,776
|
|
|
$
|
182,868
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Rental operating
|
$
|
7,083
|
|
|
$
|
6,644
|
|
|
$
|
19,675
|
|
|
$
|
19,602
|
|
Hotel operating
|
6,131
|
|
|
5,777
|
|
|
17,339
|
|
|
16,303
|
|
||||
Repairs and maintenance
|
3,034
|
|
|
2,404
|
|
|
8,119
|
|
|
7,398
|
|
||||
Marketing
|
445
|
|
|
355
|
|
|
1,316
|
|
|
1,137
|
|
||||
Rent
|
573
|
|
|
612
|
|
|
1,805
|
|
|
1,837
|
|
||||
Hawaii excise tax
|
1,186
|
|
|
1,080
|
|
|
3,115
|
|
|
2,880
|
|
||||
Management fees
|
533
|
|
|
502
|
|
|
1,441
|
|
|
1,337
|
|
||||
Total rental expenses
|
$
|
18,985
|
|
|
$
|
17,374
|
|
|
$
|
52,810
|
|
|
$
|
50,494
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Interest and investment income
|
$
|
9
|
|
|
$
|
44
|
|
|
$
|
35
|
|
|
$
|
101
|
|
Income tax expense
|
(356
|
)
|
|
(665
|
)
|
|
(475
|
)
|
|
(494
|
)
|
||||
Termination fee income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
745
|
|
||||
Total other income (expense), net
|
$
|
(347
|
)
|
|
$
|
(621
|
)
|
|
$
|
(440
|
)
|
|
$
|
352
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Total Retail
|
|
|
|
|
|
|
|
||||||||
Property revenue
|
$
|
24,970
|
|
|
$
|
24,177
|
|
|
$
|
73,384
|
|
|
$
|
70,746
|
|
Property expense
|
(6,827
|
)
|
|
(6,197
|
)
|
|
(19,085
|
)
|
|
(18,703
|
)
|
||||
Segment profit
|
18,143
|
|
|
17,980
|
|
|
54,299
|
|
|
52,043
|
|
||||
Total Office
|
|
|
|
|
|
|
|
||||||||
Property revenue
|
25,008
|
|
|
23,416
|
|
|
72,621
|
|
|
68,721
|
|
||||
Property expense
|
(7,198
|
)
|
|
(6,813
|
)
|
|
(21,007
|
)
|
|
(19,791
|
)
|
||||
Segment profit
|
17,810
|
|
|
16,603
|
|
|
51,614
|
|
|
48,930
|
|
||||
Total Multifamily
|
|
|
|
|
|
|
|
||||||||
Property revenue
|
4,999
|
|
|
4,320
|
|
|
13,754
|
|
|
12,660
|
|
||||
Property expense
|
(2,126
|
)
|
|
(1,532
|
)
|
|
(5,252
|
)
|
|
(4,513
|
)
|
||||
Segment profit
|
2,873
|
|
|
2,788
|
|
|
8,502
|
|
|
8,147
|
|
||||
Total Mixed-Use
|
|
|
|
|
|
|
|
||||||||
Property revenue
|
16,312
|
|
|
15,430
|
|
|
44,334
|
|
|
41,395
|
|
||||
Property expense
|
(9,510
|
)
|
|
(8,731
|
)
|
|
(26,176
|
)
|
|
(24,541
|
)
|
||||
Segment profit
|
6,802
|
|
|
6,699
|
|
|
18,158
|
|
|
16,854
|
|
||||
Total segments’ profit
|
$
|
45,628
|
|
|
$
|
44,070
|
|
|
$
|
132,573
|
|
|
$
|
125,974
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Total segments’ profit
|
$
|
45,628
|
|
|
$
|
44,070
|
|
|
$
|
132,573
|
|
|
$
|
125,974
|
|
General and administrative
|
(6,357
|
)
|
|
(4,682
|
)
|
|
(16,161
|
)
|
|
(13,929
|
)
|
||||
Depreciation and amortization
|
(15,761
|
)
|
|
(16,352
|
)
|
|
(46,154
|
)
|
|
(50,902
|
)
|
||||
Interest expense
|
(11,258
|
)
|
|
(13,325
|
)
|
|
(34,250
|
)
|
|
(40,396
|
)
|
||||
Gain on sale of real estate
|
7,121
|
|
|
—
|
|
|
7,121
|
|
|
—
|
|
||||
Other income (expense), net
|
(347
|
)
|
|
(621
|
)
|
|
(440
|
)
|
|
352
|
|
||||
Net income
|
19,026
|
|
|
9,090
|
|
|
42,689
|
|
|
21,099
|
|
||||
Net income attributable to restricted shares
|
(32
|
)
|
|
(95
|
)
|
|
(115
|
)
|
|
(259
|
)
|
||||
Net income attributable to unitholders in the Operating Partnership
|
(5,432
|
)
|
|
(2,578
|
)
|
|
(12,277
|
)
|
|
(6,108
|
)
|
||||
Net income attributable to American Assets Trust, Inc. stockholders
|
$
|
13,562
|
|
|
$
|
6,417
|
|
|
$
|
30,297
|
|
|
$
|
14,732
|
|
|
September 30, 2015
|
|
December 31, 2014
|
||||
Net Real Estate
|
|
|
|
||||
Retail
|
$
|
625,138
|
|
|
$
|
639,456
|
|
Office
|
771,370
|
|
|
757,854
|
|
||
Multifamily
|
248,804
|
|
|
182,468
|
|
||
Mixed-Use
|
191,784
|
|
|
195,622
|
|
||
|
$
|
1,837,096
|
|
|
$
|
1,775,400
|
|
Secured Notes Payable
(1)
|
|
|
|
||||
Retail
|
$
|
60,222
|
|
|
$
|
161,975
|
|
Office
|
292,461
|
|
|
426,254
|
|
||
Multifamily
|
101,444
|
|
|
101,444
|
|
||
Mixed-Use
|
130,310
|
|
|
130,310
|
|
||
|
$
|
584,437
|
|
|
$
|
819,983
|
|
(1)
|
Excludes unamortized fair market value adjustments of
$5.0 million
and
$7.2 million
as of
September 30, 2015
and
December 31, 2014
, respectively.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Capital Expenditures
(1)
|
|
|
|
|
|
|
|
||||||||
Retail
|
$
|
2,544
|
|
|
$
|
2,094
|
|
|
$
|
5,235
|
|
|
$
|
4,725
|
|
Office
|
7,616
|
|
|
7,247
|
|
|
37,202
|
|
|
22,928
|
|
||||
Multifamily
(2)
|
16,678
|
|
|
25,007
|
|
|
75,374
|
|
|
66,647
|
|
||||
Mixed-Use
|
50
|
|
|
445
|
|
|
587
|
|
|
3,382
|
|
||||
|
$
|
26,888
|
|
|
$
|
34,793
|
|
|
$
|
118,398
|
|
|
$
|
97,682
|
|
(1)
|
Capital expenditures represent cash paid for capital expenditures during the period and include leasing commissions paid.
|
(2)
|
Multifamily capital expenditures include all capital expenditures incurred for the new development project Lloyd District Portfolio - Phase I, which consists of
657
multifamily units and approximately
47,000
square feet of retail space.
|
•
|
adverse economic or real estate developments in our markets;
|
•
|
our failure to generate sufficient cash flows to service our outstanding indebtedness;
|
•
|
defaults on, early terminations of or non-renewal of leases by tenants, including significant tenants;
|
•
|
difficulties in identifying properties to acquire and completing acquisitions;
|
•
|
difficulties in completing dispositions;
|
•
|
our failure to successfully operate acquired properties and operations;
|
•
|
our inability to develop or redevelop our properties due to market conditions;
|
•
|
fluctuations in interest rates and increased operating costs;
|
•
|
risks related to joint venture arrangements;
|
•
|
our failure to obtain necessary outside financing;
|
•
|
on-going litigation;
|
•
|
general economic conditions;
|
•
|
financial market fluctuations;
|
•
|
risks that affect the general retail, office, multifamily and mixed-use environment;
|
•
|
the competitive environment in which we operate;
|
•
|
decreased rental rates or increased vacancy rates;
|
•
|
conflicts of interests with our officers or directors;
|
•
|
lack or insufficient amounts of insurance;
|
•
|
environmental uncertainties and risks related to adverse weather conditions and natural disasters;
|
•
|
other factors affecting the real estate industry generally;
|
•
|
limitations imposed on our business and our ability to satisfy complex rules in order for us to continue to qualify as a real estate investment trust, or REIT, for U.S. federal income tax purposes; and
|
•
|
changes in governmental regulations or interpretations thereof, such as real estate and zoning laws and increases in real property tax rates and taxation of REITs.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Same-Store
|
20
|
|
|
21
|
|
|
20
|
|
|
21
|
|
Non-Same Store
|
3
|
|
|
2
|
|
|
3
|
|
|
2
|
|
Total Properties
|
23
|
|
|
23
|
|
|
23
|
|
|
23
|
|
|
|
|
|
|
|
|
|
||||
Redevelopment Same-Store
|
22
|
|
|
23
|
|
|
22
|
|
|
23
|
|
|
|
|
|
|
|
|
|
||||
Total Development Properties
|
5
|
|
|
5
|
|
|
5
|
|
|
5
|
|
|
Three Months Ended September 30,
|
|
Change
|
|
%
|
|||||||||
|
2015
|
|
2014
|
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|||||||
Rental income
|
$
|
67,471
|
|
|
$
|
63,593
|
|
|
$
|
3,878
|
|
|
6
|
%
|
Other property income
|
3,818
|
|
|
3,750
|
|
|
68
|
|
|
2
|
|
|||
Total property revenues
|
71,289
|
|
|
67,343
|
|
|
3,946
|
|
|
6
|
|
|||
Expenses
|
|
|
|
|
|
|
|
|||||||
Rental expenses
|
18,985
|
|
|
17,374
|
|
|
1,611
|
|
|
9
|
|
|||
Real estate taxes
|
6,676
|
|
|
5,899
|
|
|
777
|
|
|
13
|
|
|||
Total property expenses
|
25,661
|
|
|
23,273
|
|
|
2,388
|
|
|
10
|
|
|||
Total property income
|
45,628
|
|
|
44,070
|
|
|
1,558
|
|
|
4
|
|
|||
General and administrative
|
(6,357
|
)
|
|
(4,682
|
)
|
|
(1,675
|
)
|
|
36
|
|
|||
Depreciation and amortization
|
(15,761
|
)
|
|
(16,352
|
)
|
|
591
|
|
|
(4
|
)
|
|||
Interest expense
|
(11,258
|
)
|
|
(13,325
|
)
|
|
2,067
|
|
|
(16
|
)
|
|||
Gain on sale of real estate
|
7,121
|
|
|
—
|
|
|
7,121
|
|
|
100
|
|
|||
Other income (expense), net
|
(347
|
)
|
|
(621
|
)
|
|
274
|
|
|
(44
|
)
|
|||
Total other, net
|
(26,602
|
)
|
|
(34,980
|
)
|
|
8,378
|
|
|
(24
|
)
|
|||
Net income
|
19,026
|
|
|
9,090
|
|
|
9,936
|
|
|
109
|
|
|||
Net income attributable to restricted shares
|
(32
|
)
|
|
(95
|
)
|
|
63
|
|
|
(66
|
)
|
|||
Net income attributable to unitholders in the Operating Partnership
|
(5,432
|
)
|
|
(2,578
|
)
|
|
(2,854
|
)
|
|
111
|
|
|||
Net income attributable to American Assets Trust, Inc. stockholders
|
$
|
13,562
|
|
|
$
|
6,417
|
|
|
$
|
7,145
|
|
|
111
|
%
|
|
Percentage Leased
(1)
|
||||
|
September 30,
|
||||
|
2015
|
2014
|
|||
Retail
|
98.3
|
%
|
|
98.7
|
%
|
Office
|
93.2
|
%
|
|
89.9
|
%
|
Multifamily
|
91.4
|
%
|
|
96.4
|
%
|
Mixed-Use
(2)
|
100.0
|
%
|
|
99.5
|
%
|
(1)
|
The percentage leased includes the square footage under lease, including leases which may not have commenced as of
September 30, 2015
or
September 30, 2014
, as applicable.
|
(2)
|
Includes the retail portion of the mixed-use property only.
|
|
Total Portfolio
|
|
Same-Store Portfolio
(1)
|
||||||||||||||||||||||||||
|
Three Months Ended September 30,
|
|
Change
|
|
%
|
|
Three Months Ended September 30,
|
|
Change
|
|
%
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
|||||||||||||||||||||
Retail
|
$
|
24,646
|
|
|
$
|
23,830
|
|
|
$
|
816
|
|
|
3
|
%
|
|
$
|
24,534
|
|
|
$
|
23,594
|
|
|
$
|
940
|
|
|
4
|
%
|
Office
|
23,551
|
|
|
21,945
|
|
|
1,606
|
|
|
7
|
|
|
16,978
|
|
|
15,392
|
|
|
1,586
|
|
|
10
|
|
||||||
Multifamily
|
4,653
|
|
|
3,994
|
|
|
659
|
|
|
16
|
|
|
4,282
|
|
|
3,994
|
|
|
288
|
|
|
7
|
|
||||||
Mixed-Use
|
14,621
|
|
|
13,824
|
|
|
797
|
|
|
6
|
|
|
14,621
|
|
|
13,824
|
|
|
797
|
|
|
6
|
|
||||||
|
$
|
67,471
|
|
|
$
|
63,593
|
|
|
$
|
3,878
|
|
|
6
|
%
|
|
$
|
60,415
|
|
|
$
|
56,804
|
|
|
$
|
3,611
|
|
|
6
|
%
|
(1)
|
For this table and tables following, the same-store portfolio excludes: (i) Torrey Reserve Campus and Lloyd District Portfolio due to significant redevelopment activity during the period; (ii) Rancho Carmel Plaza as it was sold on August 6, 2015; (iii) the Velomor building at Hassalo on Eighth, which became available for occupancy on July 2, 2015; and (iv) land held for development.
|
|
Total Portfolio
|
|
Same-Store Portfolio
|
||||||||||||||||||||||||||
|
Three Months Ended September 30,
|
|
Change
|
|
%
|
|
Three Months Ended September 30,
|
|
Change
|
|
%
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
|||||||||||||||||||||
Retail
|
$
|
324
|
|
|
$
|
347
|
|
|
$
|
(23
|
)
|
|
(7
|
)%
|
|
$
|
322
|
|
|
$
|
347
|
|
|
$
|
(25
|
)
|
|
(7
|
)%
|
Office
|
1,457
|
|
|
1,471
|
|
|
(14
|
)
|
|
(1
|
)
|
|
837
|
|
|
814
|
|
|
23
|
|
|
3
|
|
||||||
Multifamily
|
346
|
|
|
326
|
|
|
20
|
|
|
6
|
|
|
335
|
|
|
326
|
|
|
9
|
|
|
3
|
|
||||||
Mixed-Use
|
1,691
|
|
|
1,606
|
|
|
85
|
|
|
5
|
|
|
1,691
|
|
|
1,606
|
|
|
85
|
|
|
5
|
|
||||||
|
$
|
3,818
|
|
|
$
|
3,750
|
|
|
$
|
68
|
|
|
2
|
%
|
|
$
|
3,185
|
|
|
$
|
3,093
|
|
|
$
|
92
|
|
|
3
|
%
|
|
Total Portfolio
|
|
Same-Store Portfolio
|
||||||||||||||||||||||||||
|
Three Months Ended September 30,
|
|
Change
|
|
%
|
|
Three Months Ended September 30,
|
|
Change
|
|
%
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
|||||||||||||||||||||
Retail
|
$
|
3,558
|
|
|
$
|
3,414
|
|
|
$
|
144
|
|
|
4
|
%
|
|
$
|
3,496
|
|
|
$
|
3,354
|
|
|
$
|
142
|
|
|
4
|
%
|
Office
|
4,848
|
|
|
4,624
|
|
|
224
|
|
|
5
|
|
|
3,204
|
|
|
3,031
|
|
|
173
|
|
|
6
|
|
||||||
Multifamily
|
1,681
|
|
|
1,137
|
|
|
544
|
|
|
48
|
|
|
1,261
|
|
|
1,137
|
|
|
124
|
|
|
11
|
|
||||||
Mixed-Use
|
8,898
|
|
|
8,199
|
|
|
699
|
|
|
9
|
|
|
8,898
|
|
|
8,199
|
|
|
699
|
|
|
9
|
|
||||||
|
$
|
18,985
|
|
|
$
|
17,374
|
|
|
$
|
1,611
|
|
|
9
|
%
|
|
$
|
16,859
|
|
|
$
|
15,721
|
|
|
$
|
1,138
|
|
|
7
|
%
|
|
Total Portfolio
|
|
Same-Store Portfolio
|
||||||||||||||||||||||||||
|
Three Months Ended September 30,
|
|
Change
|
|
%
|
|
Three Months Ended September 30,
|
|
Change
|
|
%
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
|||||||||||||||||||||
Retail
|
$
|
3,269
|
|
|
$
|
2,783
|
|
|
$
|
486
|
|
|
17
|
%
|
|
$
|
3,236
|
|
|
$
|
2,731
|
|
|
$
|
505
|
|
|
18
|
%
|
Office
|
2,350
|
|
|
2,189
|
|
|
161
|
|
|
7
|
|
|
1,561
|
|
|
1,445
|
|
|
116
|
|
|
8
|
|
||||||
Multifamily
|
445
|
|
|
395
|
|
|
50
|
|
|
13
|
|
|
429
|
|
|
395
|
|
|
34
|
|
|
9
|
|
||||||
Mixed-Use
|
612
|
|
|
532
|
|
|
80
|
|
|
15
|
|
|
612
|
|
|
532
|
|
|
80
|
|
|
15
|
|
||||||
|
$
|
6,676
|
|
|
$
|
5,899
|
|
|
$
|
777
|
|
|
13
|
%
|
|
$
|
5,838
|
|
|
$
|
5,103
|
|
|
$
|
735
|
|
|
14
|
%
|
|
Total Portfolio
|
|
Same-Store Portfolio
|
||||||||||||||||||||||||||
|
Three Months Ended September 30,
|
|
Change
|
|
%
|
|
Three Months Ended September 30,
|
|
Change
|
|
%
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
|||||||||||||||||||||
Retail
|
$
|
18,143
|
|
|
$
|
17,980
|
|
|
$
|
163
|
|
|
1
|
%
|
|
$
|
18,124
|
|
|
$
|
17,856
|
|
|
$
|
268
|
|
|
2
|
%
|
Office
|
17,810
|
|
|
16,603
|
|
|
1,207
|
|
|
7
|
|
|
13,050
|
|
|
11,730
|
|
|
1,320
|
|
|
11
|
|
||||||
Multifamily
|
2,873
|
|
|
2,788
|
|
|
85
|
|
|
3
|
|
|
2,927
|
|
|
2,788
|
|
|
139
|
|
|
5
|
|
||||||
Mixed-Use
|
6,802
|
|
|
6,699
|
|
|
103
|
|
|
2
|
|
|
6,802
|
|
|
6,699
|
|
|
103
|
|
|
2
|
|
||||||
|
$
|
45,628
|
|
|
$
|
44,070
|
|
|
$
|
1,558
|
|
|
4
|
%
|
|
$
|
40,903
|
|
|
$
|
39,073
|
|
|
$
|
1,830
|
|
|
5
|
%
|
|
Nine Months Ended September 30,
|
|
Change
|
|
%
|
|||||||||
|
2015
|
|
2014
|
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|||||||
Rental income
|
$
|
193,776
|
|
|
$
|
182,868
|
|
|
$
|
10,908
|
|
|
6
|
%
|
Other property income
|
10,317
|
|
|
10,654
|
|
|
(337
|
)
|
|
(3
|
)
|
|||
Total property revenues
|
204,093
|
|
|
193,522
|
|
|
10,571
|
|
|
5
|
|
|||
Expenses
|
|
|
|
|
|
|
|
|||||||
Rental expenses
|
52,810
|
|
|
50,494
|
|
|
2,316
|
|
|
5
|
|
|||
Real estate taxes
|
18,710
|
|
|
17,054
|
|
|
1,656
|
|
|
10
|
|
|||
Total property expenses
|
71,520
|
|
|
67,548
|
|
|
3,972
|
|
|
6
|
|
|||
Total property income
|
132,573
|
|
|
125,974
|
|
|
6,599
|
|
|
5
|
|
|||
General and administrative
|
(16,161
|
)
|
|
(13,929
|
)
|
|
(2,232
|
)
|
|
16
|
|
|||
Depreciation and amortization
|
(46,154
|
)
|
|
(50,902
|
)
|
|
4,748
|
|
|
(9
|
)
|
|||
Interest expense
|
(34,250
|
)
|
|
(40,396
|
)
|
|
6,146
|
|
|
(15
|
)
|
|||
Gain on sale of real estate
|
7,121
|
|
|
—
|
|
|
7,121
|
|
|
100
|
|
|||
Other income (expense), net
|
(440
|
)
|
|
352
|
|
|
(792
|
)
|
|
(225
|
)
|
|||
Total other, net
|
(89,884
|
)
|
|
(104,875
|
)
|
|
14,991
|
|
|
(14
|
)
|
|||
Net income
|
42,689
|
|
|
21,099
|
|
|
21,590
|
|
|
102
|
|
|||
Net income attributable to restricted shares
|
(115
|
)
|
|
(259
|
)
|
|
144
|
|
|
(56
|
)
|
|||
Net income attributable to unitholders in the Operating Partnership
|
(12,277
|
)
|
|
(6,108
|
)
|
|
(6,169
|
)
|
|
101
|
|
|||
Net income (loss) attributable to American Assets Trust, Inc. stockholders
|
$
|
30,297
|
|
|
$
|
14,732
|
|
|
$
|
15,565
|
|
|
106
|
%
|
|
Percentage Leased
(1)
|
||||
|
September 30,
|
||||
|
2015
|
|
2014
|
||
Retail
|
98.3
|
%
|
|
98.7
|
%
|
Office
|
93.2
|
%
|
|
89.9
|
%
|
Multifamily
|
91.4
|
%
|
|
96.4
|
%
|
Mixed-Use
(2)
|
100.0
|
%
|
|
99.5
|
%
|
(1)
|
The percentage leased includes the square footage under lease, including leases which may not have commenced as of
September 30, 2015
or
September 30, 2014
, as applicable.
|
(2)
|
Includes the retail portion of the mixed-use property only.
|
|
Total Portfolio
|
|
Same-Store Portfolio
(1)
|
||||||||||||||||||||||||||
|
Nine Months Ended September 30,
|
|
Change
|
|
%
|
|
Nine Months Ended September 30,
|
|
Change
|
|
%
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
|||||||||||||||||||||
Retail
|
$
|
72,445
|
|
|
$
|
69,802
|
|
|
2,643
|
|
|
4
|
%
|
|
$
|
71,801
|
|
|
$
|
69,087
|
|
|
$
|
2,714
|
|
|
4
|
%
|
|
Office
|
68,837
|
|
|
64,255
|
|
|
4,582
|
|
|
7
|
|
|
49,322
|
|
|
45,178
|
|
|
4,144
|
|
|
9
|
|
||||||
Multifamily
|
12,826
|
|
|
11,727
|
|
|
1,099
|
|
|
9
|
|
|
12,455
|
|
|
11,727
|
|
|
728
|
|
|
6
|
|
||||||
Mixed-Use
|
39,668
|
|
|
37,084
|
|
|
2,584
|
|
|
7
|
|
|
39,668
|
|
|
37,084
|
|
|
2,584
|
|
|
7
|
|
||||||
|
$
|
193,776
|
|
|
$
|
182,868
|
|
|
$
|
10,908
|
|
|
6
|
%
|
|
$
|
173,246
|
|
|
$
|
163,076
|
|
|
$
|
10,170
|
|
|
6
|
%
|
(1)
|
For this table and tables following, the same-store portfolio excludes: (i) Torrey Reserve Campus and Lloyd District Portfolio due to significant redevelopment activity during the period; (ii) Rancho Carmel Plaza as it was sold on August 6, 2015; (iii) the Velomor building at Hassalo on Eighth, which became available for occupancy on July 2, 2015; and (iv) land held for development.
|
|
Total Portfolio
|
|
Same-Store Portfolio
|
||||||||||||||||||||||||||
|
Nine Months Ended September 30,
|
|
Change
|
|
%
|
|
Nine Months Ended September 30,
|
|
Change
|
|
%
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
|||||||||||||||||||||
Retail
|
$
|
939
|
|
|
$
|
944
|
|
|
$
|
(5
|
)
|
|
(1
|
)%
|
|
$
|
936
|
|
|
$
|
941
|
|
|
$
|
(5
|
)
|
|
(1
|
)%
|
Office
|
3,784
|
|
|
4,466
|
|
|
(682
|
)
|
|
(15
|
)
|
|
2,578
|
|
|
2,407
|
|
|
171
|
|
|
7
|
|
||||||
Multifamily
|
928
|
|
|
933
|
|
|
(5
|
)
|
|
(1
|
)
|
|
917
|
|
|
933
|
|
|
(16
|
)
|
|
(2
|
)
|
||||||
Mixed-Use
|
4,666
|
|
|
4,311
|
|
|
355
|
|
|
8
|
|
|
4,666
|
|
|
4,311
|
|
|
355
|
|
|
8
|
|
||||||
|
$
|
10,317
|
|
|
$
|
10,654
|
|
|
$
|
(337
|
)
|
|
(3
|
)%
|
|
$
|
9,097
|
|
|
$
|
8,592
|
|
|
$
|
505
|
|
|
6
|
%
|
|
Total Portfolio
|
|
Same-Store Portfolio
|
||||||||||||||||||||||||||
|
Nine Months Ended September 30,
|
|
Change
|
|
%
|
|
Nine Months Ended September 30,
|
|
Change
|
|
%
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
|||||||||||||||||||||
Retail
|
$
|
10,213
|
|
|
$
|
10,452
|
|
|
$
|
(239
|
)
|
|
(2
|
)%
|
|
$
|
10,022
|
|
|
$
|
10,312
|
|
|
$
|
(290
|
)
|
|
(3
|
)%
|
Office
|
14,131
|
|
|
13,729
|
|
|
402
|
|
|
3
|
|
|
9,268
|
|
|
9,023
|
|
|
245
|
|
|
3
|
|
||||||
Multifamily
|
3,967
|
|
|
3,273
|
|
|
694
|
|
|
21
|
|
|
3,547
|
|
|
3,273
|
|
|
274
|
|
|
8
|
|
||||||
Mixed-Use
|
24,499
|
|
|
23,040
|
|
|
1,459
|
|
|
6
|
|
|
24,499
|
|
|
23,040
|
|
|
1,459
|
|
|
6
|
|
||||||
|
$
|
52,810
|
|
|
$
|
50,494
|
|
|
$
|
2,316
|
|
|
5
|
%
|
|
$
|
47,336
|
|
|
$
|
45,648
|
|
|
$
|
1,688
|
|
|
4
|
%
|
|
Total Portfolio
|
|
Same-Store Portfolio
|
||||||||||||||||||||||||||
|
Nine Months Ended September 30,
|
|
Change
|
|
%
|
|
Nine Months Ended September 30,
|
|
Change
|
|
%
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
|||||||||||||||||||||
Retail
|
$
|
54,299
|
|
|
$
|
52,043
|
|
|
$
|
2,256
|
|
|
4
|
%
|
|
$
|
53,972
|
|
|
$
|
51,606
|
|
|
$
|
2,366
|
|
|
5
|
%
|
Office
|
51,614
|
|
|
48,930
|
|
|
2,684
|
|
|
5
|
|
|
38,008
|
|
|
34,571
|
|
|
3,437
|
|
|
10
|
|
||||||
Multifamily
|
8,502
|
|
|
8,147
|
|
|
355
|
|
|
4
|
|
|
8,556
|
|
|
8,147
|
|
|
409
|
|
|
5
|
|
||||||
Mixed-Use
|
18,158
|
|
|
16,854
|
|
|
1,304
|
|
|
8
|
|
|
18,158
|
|
|
16,854
|
|
|
1,304
|
|
|
8
|
|
||||||
|
$
|
132,573
|
|
|
$
|
125,974
|
|
|
$
|
6,599
|
|
|
5
|
%
|
|
$
|
118,694
|
|
|
$
|
111,178
|
|
|
$
|
7,516
|
|
|
7
|
%
|
Debt
|
|
Principal
Balance at
September 30,
2015
|
|
Interest Rate
|
|
Annual
Debt
Service
|
|
Maturity Date
|
|
Balance at
Maturity
|
|||||||
First & Main
(1)
|
|
84,500
|
|
|
3.97
|
%
|
|
86,762
|
|
|
July 1, 2016
|
|
84,500
|
|
|||
Imperial Beach Gardens
(1)
|
|
20,000
|
|
|
6.16
|
%
|
|
21,253
|
|
|
September 1, 2016
|
|
20,000
|
|
|||
Mariner’s Point
(1)
|
|
7,700
|
|
|
6.09
|
%
|
|
8,177
|
|
|
September 1, 2016
|
|
7,700
|
|
|||
South Bay Marketplace
(1)
|
|
23,000
|
|
|
5.48
|
%
|
|
1,281
|
|
|
February 10, 2017
|
|
23,000
|
|
|||
Waikiki Beach Walk—Retail
(1)
|
|
130,310
|
|
|
5.39
|
%
|
|
7,137
|
|
|
July 1, 2017
|
|
130,310
|
|
|||
Solana Beach Corporate Centre III-IV
(2)
|
|
36,038
|
|
|
6.39
|
%
|
|
2,798
|
|
|
August 1, 2017
|
|
35,136
|
|
|||
Loma Palisades
(1)
|
|
73,744
|
|
|
6.09
|
%
|
|
4,566
|
|
|
July 1, 2018
|
|
73,744
|
|
|||
One Beach Street
(1)
|
|
21,900
|
|
|
3.94
|
%
|
|
877
|
|
|
April 1, 2019
|
|
21,900
|
|
|||
Torrey Reserve—North Court
(2)
|
|
20,833
|
|
|
7.22
|
%
|
|
1,836
|
|
|
June 1, 2019
|
|
19,443
|
|
|||
Torrey Reserve—VCI, VCII, VCIII
(2)
|
|
7,023
|
|
|
6.36
|
%
|
|
560
|
|
|
June 1, 2020
|
|
6,439
|
|
|||
Solana Beach Corporate Centre I-II
(2)
|
|
11,167
|
|
|
5.91
|
%
|
|
855
|
|
|
June 1, 2020
|
|
10,169
|
|
|||
Solana Beach Towne Centre
(2)
|
|
37,222
|
|
|
5.91
|
%
|
|
2,849
|
|
|
June 1, 2020
|
|
33,898
|
|
|||
City Center Bellevue
(1)
|
|
111,000
|
|
|
3.98
|
%
|
|
4,491
|
|
|
November 1, 2022
|
|
111,000
|
|
|||
Total
|
|
584,437
|
|
|
|
|
$
|
143,442
|
|
|
|
|
$
|
577,239
|
|
||
Unamortized fair value adjustment
|
|
(4,988
|
)
|
|
|
|
|
|
|
|
|
||||||
Total Secured Notes Payable Balance
|
|
$
|
579,449
|
|
|
|
|
|
|
|
|
|
(1)
|
Interest only.
|
(2)
|
Principal payments based on a 30-year amortization schedule.
|
•
|
A maximum leverage ratio (defined as total indebtedness net of certain cash and cash equivalents to total asset value) of 60%,
|
•
|
A maximum secured leverage ratio (defined as total secured debt to secured total asset value) of 45% at any time prior to December 31, 2015, and 40% thereafter,
|
•
|
A minimum fixed charge coverage ratio (defined as consolidated earnings before interest, taxes, depreciation and amortization to consolidated fixed charges) of 1.50x,
|
•
|
A minimum unsecured interest coverage ratio of 1.75x,
|
•
|
A maximum unsecured leverage ratio of 60%,
|
•
|
A minimum tangible net worth of $721.16 million, and 75% of the net proceeds of any additional equity issuances (other than additional equity issuances in connection with any dividend reinvestment program), and
|
•
|
Recourse indebtedness at any time cannot exceed 15% of total asset value.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net operating income
|
$
|
45,628
|
|
|
$
|
44,070
|
|
|
$
|
132,573
|
|
|
$
|
125,974
|
|
General and administrative
|
(6,357
|
)
|
|
(4,682
|
)
|
|
(16,161
|
)
|
|
(13,929
|
)
|
||||
Depreciation and amortization
|
(15,761
|
)
|
|
(16,352
|
)
|
|
(46,154
|
)
|
|
(50,902
|
)
|
||||
Interest expense
|
(11,258
|
)
|
|
(13,325
|
)
|
|
(34,250
|
)
|
|
(40,396
|
)
|
||||
Gain on sale of real estate
|
7,121
|
|
|
—
|
|
|
7,121
|
|
|
—
|
|
||||
Other income (expense), net
|
(347
|
)
|
|
(621
|
)
|
|
(440
|
)
|
|
352
|
|
||||
Net income
|
$
|
19,026
|
|
|
$
|
9,090
|
|
|
$
|
42,689
|
|
|
$
|
21,099
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||
|
2015
|
|
2015
|
||||
Funds from Operations (FFO)
|
|
|
|
||||
Net income
|
$
|
19,026
|
|
|
$
|
42,689
|
|
Plus: Real estate depreciation and amortization
|
15,761
|
|
|
46,154
|
|
||
Gain on sale of real estate
|
(7,121
|
)
|
|
(7,121
|
)
|
||
Funds from operations
|
27,666
|
|
|
81,722
|
|
||
Less: Nonforfeitable dividends on incentive restricted stock awards
|
(30
|
)
|
|
(108
|
)
|
||
FFO attributable to common stock and units
|
$
|
27,636
|
|
|
$
|
81,614
|
|
FFO per diluted share/unit
|
$
|
0.44
|
|
|
$
|
1.31
|
|
Weighted average number of common shares and units, diluted
(1)
|
62,900,588
|
|
|
62,079,137
|
|
(1)
|
The weighted average common shares used to compute FFO per diluted share include unvested restricted stock awards that are subject to time vesting, which were excluded from the computation of diluted EPS, as the vesting of the restricted stock awards is dilutive in the computation of FFO per diluted share but is anti-dilutive for the computation of diluted EPS for the period. Diluted shares exclude incentive restricted stock as these awards are considered contingently issuable.
|
Exhibit No.
|
|
Description
|
|
|
|
10.1*
|
|
General Release by and among American Assets Trust, Inc., American Assets Trust, L.P. and John W. Chamberlain dated September 16, 2015
|
31.1*
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of American Assets Trust, Inc.
|
31.2*
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of American Assets Trust, L.P.
|
31.3*
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of American Assets Trust, Inc.
|
31.4*
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of American Assets L.P.
|
32.1*
|
|
Certification of Chief Executive Officer and Chief Financial Officer of American Assets Trust, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2*
|
|
Certification of Chief Executive Officer and Chief Financial Officer of American Assets Trust, L.P. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101*
|
|
The Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Statement of Equity, (iv) Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements that have been detail tagged.
|
American Assets Trust, Inc.
|
|
American Assets Trust, L.P.
|
||
|
|
By: American Assets Trust, Inc.
|
||
|
|
Its: General Partner
|
||
|
|
|
||
/s/ ERNEST RADY
|
|
/s/ ERNEST RADY
|
||
Ernest Rady
|
|
Ernest Rady
|
||
Chairman, President and Chief Executive Officer
|
|
Chairman, President and Chief Executive Officer
|
||
(Principal Executive Officer)
|
|
(Principal Executive Officer)
|
||
|
|
|
||
/s/ ROBERT F. BARTON
|
|
/s/ ROBERT F. BARTON
|
||
Robert F. Barton
|
|
Robert F. Barton
|
||
Executive Vice President, Chief Financial
Officer |
|
Executive Vice President, Chief Financial
Officer |
||
(Principal Financial and Accounting
Officer) |
|
(Principal Financial and Accounting
Officer) |
||
|
|
|
||
Date:
|
November 6, 2015
|
|
Date:
|
November 6, 2015
|
AMERICAN ASSETS TRUST, INC.,
|
|
|
a Maryland corporation
|
|
|
|
|
|
By:
|
/s/ ADAM WYLL
|
|
|
Name: Adam Wyll
|
|
|
Title: Senior Vice President
|
|
|
|
|
AMERICAN ASSETS TRUST, L.P.,
|
|
|
a Maryland limited partnership
|
|
|
|
|
|
By:
|
AMERICAN ASSETS TRUST, INC.
|
|
Its:
|
General Partner
|
|
|
|
|
By:
|
/s/ ADAM WYLL
|
|
|
Name: Adam Wyll
|
|
|
Title: Senior Vice President
|
|
|
|
|
|
“EXECUTIVE”
|
|
|
|
|
|
/s/ JOHN W. CHAMBERLAIN
|
|
|
John W. Chamberlain
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of American Assets Trust, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
November 6, 2015
|
/s/ ERNEST RADY
|
|
|
Ernest Rady
|
|
|
Chairman, President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of American Assets Trust, L.P.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
November 6, 2015
|
/s/ ERNEST RADY
|
|
|
Ernest Rady
|
|
|
Chairman, President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of American Assets Trust, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
November 6, 2015
|
/s/ ROBERT F. BARTON
|
|
|
Robert F. Barton
|
|
|
EVP and Chief Financial Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of American Assets Trust, L.P.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
November 6, 2015
|
/s/ ROBERT F. BARTON
|
|
|
Robert F. Barton
|
|
|
EVP and Chief Financial Officer
|
/s/ ERNEST RADY
|
Ernest Rady
|
Chairman, President and Chief Executive Officer
|
|
/s/ ROBERT F. BARTON
|
Robert F. Barton
|
EVP and Chief Financial Officer
|
/s/ ERNEST RADY
|
Ernest Rady
|
Chairman, President and Chief Executive Officer
|
|
/s/ ROBERT F. BARTON
|
Robert F. Barton
|
EVP and Chief Financial Officer
|