x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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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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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
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o
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Non-Accelerated Filer
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o
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(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Emerging growth company
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o
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Large Accelerated Filer
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o
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Accelerated Filer
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o
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Non-Accelerated Filer
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x
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(Do not check if a smaller reporting company)
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Smaller reporting company
|
o
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Emerging growth company
|
o
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|
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o
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|
|
|
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•
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better reflects how management and the analyst community view the business as a single operating unit;
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•
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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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•
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greater efficiency for investors by reducing duplicative disclosure by providing a single document for their review.
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•
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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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◦
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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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•
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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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June 30,
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December 31,
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||||
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2017
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2016
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||||
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(unaudited)
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||||
ASSETS
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||||
Real estate, at cost
|
|
|
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||||
Operating real estate
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$
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2,477,653
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|
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$
|
2,241,061
|
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Construction in progress
|
61,415
|
|
|
50,498
|
|
||
Held for development
|
9,447
|
|
|
9,447
|
|
||
|
2,548,515
|
|
|
2,301,006
|
|
||
Accumulated depreciation
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(502,551
|
)
|
|
(469,460
|
)
|
||
Net real estate
|
2,045,964
|
|
|
1,831,546
|
|
||
Cash and cash equivalents
|
31,380
|
|
|
44,801
|
|
||
Restricted cash
|
9,211
|
|
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9,950
|
|
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Accounts receivable, net
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6,483
|
|
|
9,330
|
|
||
Deferred rent receivables, net
|
37,924
|
|
|
38,452
|
|
||
Other assets, net
|
40,214
|
|
|
52,854
|
|
||
TOTAL ASSETS
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$
|
2,171,176
|
|
|
$
|
1,986,933
|
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LIABILITIES AND EQUITY
|
|
|
|
||||
LIABILITIES:
|
|
|
|
||||
Secured notes payable, net
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$
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280,170
|
|
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$
|
445,180
|
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Unsecured notes payable, net
|
944,816
|
|
|
596,350
|
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||
Unsecured line of credit
|
—
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|
|
20,000
|
|
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Accounts payable and accrued expenses
|
40,884
|
|
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32,401
|
|
||
Security deposits payable
|
6,779
|
|
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6,114
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|
||
Other liabilities and deferred credits, net
|
46,164
|
|
|
48,337
|
|
||
Total liabilities
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1,318,813
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1,148,382
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Commitments and contingencies (Note 12)
|
|
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|||
EQUITY:
|
|
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|
||||
American Assets Trust, Inc. stockholders’ equity
|
|
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||||
Common stock, $0.01 par value, 490,000,000 shares authorized, 47,130,063 and 45,732,109 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively
|
471
|
|
|
457
|
|
||
Additional paid-in capital
|
916,695
|
|
|
874,597
|
|
||
Accumulated dividends in excess of net income
|
(88,595
|
)
|
|
(77,296
|
)
|
||
Accumulated other comprehensive income
|
10,494
|
|
|
11,798
|
|
||
Total American Assets Trust, Inc. stockholders’ equity
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839,065
|
|
|
809,556
|
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Noncontrolling interests
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13,298
|
|
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28,995
|
|
||
Total equity
|
852,363
|
|
|
838,551
|
|
||
TOTAL LIABILITIES AND EQUITY
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$
|
2,171,176
|
|
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$
|
1,986,933
|
|
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Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
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2017
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2016
|
|
2017
|
|
2016
|
||||||||
REVENUE:
|
|
|
|
|
|
|
|
||||||||
Rental income
|
$
|
72,925
|
|
|
$
|
68,221
|
|
|
$
|
142,965
|
|
|
$
|
135,466
|
|
Other property income
|
4,181
|
|
|
3,598
|
|
|
7,933
|
|
|
7,084
|
|
||||
Total revenue
|
77,106
|
|
|
71,819
|
|
|
150,898
|
|
|
142,550
|
|
||||
EXPENSES:
|
|
|
|
|
|
|
|
||||||||
Rental expenses
|
19,841
|
|
|
19,590
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|
39,700
|
|
|
38,043
|
|
||||
Real estate taxes
|
7,904
|
|
|
6,417
|
|
|
15,440
|
|
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13,050
|
|
||||
General and administrative
|
5,131
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4,394
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|
10,213
|
|
|
8,943
|
|
||||
Depreciation and amortization
|
24,182
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|
|
17,714
|
|
|
42,168
|
|
|
35,167
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|
||||
Total operating expenses
|
57,058
|
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|
48,115
|
|
|
107,521
|
|
|
95,203
|
|
||||
OPERATING INCOME
|
20,048
|
|
|
23,704
|
|
|
43,377
|
|
|
47,347
|
|
||||
Interest expense
|
(12,652
|
)
|
|
(13,153
|
)
|
|
(25,983
|
)
|
|
(26,099
|
)
|
||||
Other income, net
|
192
|
|
|
99
|
|
|
502
|
|
|
123
|
|
||||
NET INCOME
|
7,588
|
|
|
10,650
|
|
|
17,896
|
|
|
21,371
|
|
||||
Net income attributable to restricted shares
|
(61
|
)
|
|
(43
|
)
|
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(121
|
)
|
|
(86
|
)
|
||||
Net income attributable to unitholders in the Operating Partnership
|
(2,008
|
)
|
|
(3,008
|
)
|
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(4,869
|
)
|
|
(6,035
|
)
|
||||
NET INCOME ATTRIBUTABLE TO AMERICAN ASSETS TRUST, INC. STOCKHOLDERS
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$
|
5,519
|
|
|
$
|
7,599
|
|
|
$
|
12,906
|
|
|
$
|
15,250
|
|
|
|
|
|
|
|
|
|
||||||||
EARNINGS PER COMMON SHARE
|
|
|
|
|
|
|
|
||||||||
Earnings per common share, basic
|
$
|
0.12
|
|
|
$
|
0.17
|
|
|
$
|
0.28
|
|
|
$
|
0.34
|
|
Weighted average shares of common stock outstanding - basic
|
46,871,377
|
|
|
45,235,292
|
|
|
46,524,510
|
|
|
45,234,583
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per common share, diluted
|
$
|
0.12
|
|
|
$
|
0.17
|
|
|
$
|
0.28
|
|
|
$
|
0.34
|
|
Weighted average shares of common stock outstanding - diluted
|
64,089,081
|
|
|
63,134,808
|
|
|
64,075,919
|
|
|
63,134,099
|
|
||||
|
|
|
|
|
|
|
|
||||||||
DIVIDENDS DECLARED PER COMMON SHARE
|
$
|
0.26
|
|
|
$
|
0.25
|
|
|
$
|
0.52
|
|
|
$
|
0.50
|
|
|
|
|
|
|
|
|
|
||||||||
COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
7,588
|
|
|
$
|
10,650
|
|
|
$
|
17,896
|
|
|
$
|
21,371
|
|
Other comprehensive (loss) - unrealized (loss) on swap derivative during the period
|
(518
|
)
|
|
(9,906
|
)
|
|
(1,514
|
)
|
|
(13,875
|
)
|
||||
Reclassification of amortization of forward-starting swap included in interest expense
|
(330
|
)
|
|
(58
|
)
|
|
(475
|
)
|
|
(115
|
)
|
||||
Comprehensive income
|
6,740
|
|
|
686
|
|
|
15,907
|
|
|
7,381
|
|
||||
Comprehensive income attributable to non-controlling interest
|
(1,700
|
)
|
|
(182
|
)
|
|
(4,184
|
)
|
|
(2,068
|
)
|
||||
Comprehensive income attributable to American Assets Trust, Inc.
|
$
|
5,040
|
|
|
$
|
504
|
|
|
$
|
11,723
|
|
|
$
|
5,313
|
|
|
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, 2016
|
45,732,109
|
|
|
$
|
457
|
|
|
$
|
874,597
|
|
|
$
|
(77,296
|
)
|
|
$
|
11,798
|
|
|
$
|
28,995
|
|
|
$
|
838,551
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
13,027
|
|
|
—
|
|
|
4,869
|
|
|
17,896
|
|
||||||
Common shares issued
|
700,000
|
|
|
7
|
|
|
30,068
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,075
|
|
||||||
Issuance of restricted stock
|
4,880
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Forfeiture of restricted stock
|
(768
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Conversion of operating partnership units
|
693,842
|
|
|
7
|
|
|
10,752
|
|
|
—
|
|
|
—
|
|
|
(10,759
|
)
|
|
—
|
|
||||||
Dividends declared and paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,326
|
)
|
|
—
|
|
|
(9,122
|
)
|
|
(33,448
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
1,278
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,278
|
|
||||||
Other comprehensive loss - change in value of interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,704
|
)
|
|
(3,477
|
)
|
|
(12,181
|
)
|
||||||
Other comprehensive income - unrealized gain on forward-starting interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,745
|
|
|
2,922
|
|
|
10,667
|
|
||||||
Reclassification of amortization of forward-starting swap included in interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(345
|
)
|
|
(130
|
)
|
|
(475
|
)
|
||||||
Balance at June 30, 2017
|
47,130,063
|
|
|
$
|
471
|
|
|
$
|
916,695
|
|
|
$
|
(88,595
|
)
|
|
$
|
10,494
|
|
|
$
|
13,298
|
|
|
$
|
852,363
|
|
|
Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
17,896
|
|
|
$
|
21,371
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Deferred rent revenue and amortization of lease intangibles
|
(1,397
|
)
|
|
(1,787
|
)
|
||
Depreciation and amortization
|
42,168
|
|
|
35,167
|
|
||
Amortization of debt issuance costs and debt fair value adjustments
|
2,180
|
|
|
2,238
|
|
||
Stock-based compensation expense
|
1,278
|
|
|
1,255
|
|
||
Settlement of derivative instruments
|
10,667
|
|
|
—
|
|
||
Other noncash interest expense
|
(475
|
)
|
|
(115
|
)
|
||
Other, net
|
482
|
|
|
(828
|
)
|
||
Changes in operating assets and liabilities
|
|
|
|
||||
Change in restricted cash
|
909
|
|
|
1,841
|
|
||
Change in accounts receivable
|
2,674
|
|
|
228
|
|
||
Change in other assets
|
468
|
|
|
41
|
|
||
Change in accounts payable and accrued expenses
|
5,869
|
|
|
2,881
|
|
||
Change in security deposits payable
|
665
|
|
|
115
|
|
||
Change in other liabilities and deferred credits
|
496
|
|
|
1,142
|
|
||
Net cash provided by operating activities
|
83,880
|
|
|
63,549
|
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Acquisition of real estate
|
(232,061
|
)
|
|
—
|
|
||
Capital expenditures
|
(19,883
|
)
|
|
(31,852
|
)
|
||
Change in restricted cash
|
(1,570
|
)
|
|
331
|
|
||
Leasing commissions
|
(2,094
|
)
|
|
(1,386
|
)
|
||
Deposit on property acquisition
|
(1,000
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(256,608
|
)
|
|
(32,907
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Change in restricted cash
|
1,400
|
|
|
—
|
|
||
Repayment of secured notes payable
|
(166,439
|
)
|
|
(113,073
|
)
|
||
Proceeds from unsecured term loan
|
—
|
|
|
150,000
|
|
||
Proceeds from unsecured line of credit
|
130,000
|
|
|
10,000
|
|
||
Repayment of unsecured line of credit
|
(150,000
|
)
|
|
(40,000
|
)
|
||
Proceeds from unsecured notes payable
|
350,000
|
|
|
—
|
|
||
Debt issuance costs
|
(2,281
|
)
|
|
(1,943
|
)
|
||
Proceeds from issuance of common stock, net
|
30,075
|
|
|
—
|
|
||
Dividends paid to common stock and unitholders
|
(33,448
|
)
|
|
(31,653
|
)
|
||
Shares withheld for employee taxes
|
—
|
|
|
(12
|
)
|
||
Net cash provided by (used in) financing activities
|
159,307
|
|
|
(26,681
|
)
|
||
Net increase in cash and cash equivalents
|
(13,421
|
)
|
|
3,961
|
|
||
Cash and cash equivalents, beginning of period
|
44,801
|
|
|
39,925
|
|
||
Cash and cash equivalents, end of period
|
$
|
31,380
|
|
|
$
|
43,886
|
|
|
June 30,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
|
(unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Real estate, at cost
|
|
|
|
||||
Operating real estate
|
$
|
2,477,653
|
|
|
$
|
2,241,061
|
|
Construction in progress
|
61,415
|
|
|
50,498
|
|
||
Held for development
|
9,447
|
|
|
9,447
|
|
||
|
2,548,515
|
|
|
2,301,006
|
|
||
Accumulated depreciation
|
(502,551
|
)
|
|
(469,460
|
)
|
||
Net real estate
|
2,045,964
|
|
|
1,831,546
|
|
||
Cash and cash equivalents
|
31,380
|
|
|
44,801
|
|
||
Restricted cash
|
9,211
|
|
|
9,950
|
|
||
Accounts receivable, net
|
6,483
|
|
|
9,330
|
|
||
Deferred rent receivables, net
|
37,924
|
|
|
38,452
|
|
||
Other assets, net
|
40,214
|
|
|
52,854
|
|
||
TOTAL ASSETS
|
$
|
2,171,176
|
|
|
$
|
1,986,933
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
LIABILITIES:
|
|
|
|
||||
Secured notes payable, net
|
$
|
280,170
|
|
|
$
|
445,180
|
|
Unsecured notes payable, net
|
944,816
|
|
|
596,350
|
|
||
Unsecured line of credit
|
—
|
|
|
20,000
|
|
||
Accounts payable and accrued expenses
|
40,884
|
|
|
32,401
|
|
||
Security deposits payable
|
6,779
|
|
|
6,114
|
|
||
Other liabilities and deferred credits
|
46,164
|
|
|
48,337
|
|
||
Total liabilities
|
1,318,813
|
|
|
1,148,382
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
|
|||
CAPITAL:
|
|
|
|
||||
Limited partners' capital, 17,194,980 and 17,888,822 units issued and outstanding as of June 30, 2017 and December 31, 2016, respectively
|
9,303
|
|
|
24,315
|
|
||
General partner's capital, 47,130,063 and 45,732,109 units issued and outstanding as of June 30, 2017 and December 31, 2016, respectively
|
828,571
|
|
|
797,758
|
|
||
Accumulated other comprehensive income
|
14,489
|
|
|
16,478
|
|
||
Total capital
|
852,363
|
|
|
838,551
|
|
||
TOTAL LIABILITIES AND CAPITAL
|
$
|
2,171,176
|
|
|
$
|
1,986,933
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
REVENUE:
|
|
|
|
|
|
|
|
||||||||
Rental income
|
$
|
72,925
|
|
|
$
|
68,221
|
|
|
$
|
142,965
|
|
|
$
|
135,466
|
|
Other property income
|
4,181
|
|
|
3,598
|
|
|
7,933
|
|
|
7,084
|
|
||||
Total revenue
|
77,106
|
|
|
71,819
|
|
|
150,898
|
|
|
142,550
|
|
||||
EXPENSES:
|
|
|
|
|
|
|
|
||||||||
Rental expenses
|
19,841
|
|
|
19,590
|
|
|
39,700
|
|
|
38,043
|
|
||||
Real estate taxes
|
7,904
|
|
|
6,417
|
|
|
15,440
|
|
|
13,050
|
|
||||
General and administrative
|
5,131
|
|
|
4,394
|
|
|
10,213
|
|
|
8,943
|
|
||||
Depreciation and amortization
|
24,182
|
|
|
17,714
|
|
|
42,168
|
|
|
35,167
|
|
||||
Total operating expenses
|
57,058
|
|
|
48,115
|
|
|
107,521
|
|
|
95,203
|
|
||||
OPERATING INCOME
|
20,048
|
|
|
23,704
|
|
|
43,377
|
|
|
47,347
|
|
||||
Interest expense
|
(12,652
|
)
|
|
(13,153
|
)
|
|
(25,983
|
)
|
|
(26,099
|
)
|
||||
Other income, net
|
192
|
|
|
99
|
|
|
502
|
|
|
123
|
|
||||
NET INCOME
|
7,588
|
|
|
10,650
|
|
|
17,896
|
|
|
21,371
|
|
||||
Net income attributable to restricted shares
|
(61
|
)
|
|
(43
|
)
|
|
(121
|
)
|
|
(86
|
)
|
||||
NET INCOME ATTRIBUTABLE TO AMERICAN ASSETS TRUST, L.P.
|
$
|
7,527
|
|
|
$
|
10,607
|
|
|
$
|
17,775
|
|
|
$
|
21,285
|
|
|
|
|
|
|
|
|
|
||||||||
EARNINGS PER UNIT - BASIC
|
|
|
|
|
|
|
|
||||||||
Earnings per unit, basic
|
$
|
0.12
|
|
|
$
|
0.17
|
|
|
$
|
0.28
|
|
|
$
|
0.34
|
|
Weighted average units outstanding - basic
|
64,089,081
|
|
|
63,134,808
|
|
|
64,075,919
|
|
|
63,134,099
|
|
||||
|
|
|
|
|
|
|
|
||||||||
EARNINGS PER UNIT - DILUTED
|
|
|
|
|
|
|
|
||||||||
Earnings per unit, diluted
|
$
|
0.12
|
|
|
$
|
0.17
|
|
|
$
|
0.28
|
|
|
$
|
0.34
|
|
Weighted average units outstanding - diluted
|
64,089,081
|
|
|
63,134,808
|
|
|
64,075,919
|
|
|
63,134,099
|
|
||||
|
|
|
|
|
|
|
|
||||||||
DISTRIBUTIONS PER UNIT
|
$
|
0.26
|
|
|
$
|
0.25
|
|
|
$
|
0.52
|
|
|
$
|
0.50
|
|
|
|
|
|
|
|
|
|
||||||||
COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
7,588
|
|
|
$
|
10,650
|
|
|
$
|
17,896
|
|
|
$
|
21,371
|
|
Other comprehensive (loss) - unrealized (loss) on swap derivative during the period
|
(518
|
)
|
|
(9,906
|
)
|
|
(1,514
|
)
|
|
(13,875
|
)
|
||||
Reclassification of amortization of forward-starting swap included in interest expense
|
(330
|
)
|
|
(58
|
)
|
|
(475
|
)
|
|
(115
|
)
|
||||
Comprehensive income
|
6,740
|
|
|
686
|
|
|
15,907
|
|
|
7,381
|
|
||||
Comprehensive income attributable to Limited Partners
|
(1,700
|
)
|
|
(182
|
)
|
|
(4,184
|
)
|
|
(2,068
|
)
|
||||
Comprehensive income attributable to General Partner
|
$
|
5,040
|
|
|
$
|
504
|
|
|
$
|
11,723
|
|
|
$
|
5,313
|
|
|
Limited Partners' Capital
(1)
|
|
General Partner's Capital
(2)
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Capital
|
||||||||||||||
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
|||||||||||||
Balance at December 31, 2016
|
17,888,822
|
|
|
$
|
24,315
|
|
|
45,732,109
|
|
|
$
|
797,758
|
|
|
$
|
16,478
|
|
|
$
|
838,551
|
|
Net income
|
—
|
|
|
4,869
|
|
|
—
|
|
|
13,027
|
|
|
—
|
|
|
17,896
|
|
||||
Contributions from American Assets Trust, Inc.
|
—
|
|
|
—
|
|
|
700,000
|
|
|
30,075
|
|
|
—
|
|
|
30,075
|
|
||||
Conversion of operating partnership units
|
(693,842
|
)
|
|
(10,759
|
)
|
|
693,842
|
|
|
10,759
|
|
|
—
|
|
|
—
|
|
||||
Issuance of restricted units
|
—
|
|
|
—
|
|
|
4,880
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Forfeiture of restricted units
|
—
|
|
|
—
|
|
|
(768
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Distributions
|
—
|
|
|
(9,122
|
)
|
|
—
|
|
|
(24,326
|
)
|
|
—
|
|
|
(33,448
|
)
|
||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
1,278
|
|
|
—
|
|
|
1,278
|
|
||||
Other comprehensive loss - change in value of interest rate swap
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,181
|
)
|
|
(12,181
|
)
|
||||
Other comprehensive income - unrealized gain on forward-starting interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,667
|
|
|
10,667
|
|
||||
Reclassification of amortization of forward-starting swap included in interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(475
|
)
|
|
(475
|
)
|
||||
Balance at June 30, 2017
|
17,194,980
|
|
|
$
|
9,303
|
|
|
47,130,063
|
|
|
$
|
828,571
|
|
|
$
|
14,489
|
|
|
$
|
852,363
|
|
|
Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
17,896
|
|
|
$
|
21,371
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Deferred rent revenue and amortization of lease intangibles
|
(1,397
|
)
|
|
(1,787
|
)
|
||
Depreciation and amortization
|
42,168
|
|
|
35,167
|
|
||
Amortization of debt issuance costs and debt fair value adjustments
|
2,180
|
|
|
2,238
|
|
||
Stock-based compensation expense
|
1,278
|
|
|
1,255
|
|
||
Settlement of derivative instruments
|
10,667
|
|
|
—
|
|
||
Other noncash interest expense
|
(475
|
)
|
|
(115
|
)
|
||
Other, net
|
482
|
|
|
(828
|
)
|
||
Changes in operating assets and liabilities
|
|
|
|
||||
Change in restricted cash
|
909
|
|
|
1,841
|
|
||
Change in accounts receivable
|
2,674
|
|
|
228
|
|
||
Change in other assets
|
468
|
|
|
41
|
|
||
Change in accounts payable and accrued expenses
|
5,869
|
|
|
2,881
|
|
||
Change in security deposits payable
|
665
|
|
|
115
|
|
||
Change in other liabilities and deferred credits
|
496
|
|
|
1,142
|
|
||
Net cash provided by operating activities
|
83,880
|
|
|
63,549
|
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Acquisition of real estate
|
(232,061
|
)
|
|
—
|
|
||
Capital expenditures
|
(19,883
|
)
|
|
(31,852
|
)
|
||
Change in restricted cash
|
(1,570
|
)
|
|
331
|
|
||
Leasing commissions
|
(2,094
|
)
|
|
(1,386
|
)
|
||
Deposit on property acquisition
|
(1,000
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(256,608
|
)
|
|
(32,907
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Change in restricted cash
|
1,400
|
|
|
—
|
|
||
Repayment of secured notes payable
|
(166,439
|
)
|
|
(113,073
|
)
|
||
Proceeds from unsecured term loan
|
—
|
|
|
150,000
|
|
||
Proceeds from unsecured line of credit
|
130,000
|
|
|
10,000
|
|
||
Repayment of unsecured line of credit
|
(150,000
|
)
|
|
(40,000
|
)
|
||
Proceeds from unsecured notes payable
|
350,000
|
|
|
—
|
|
||
Debt issuance costs
|
(2,281
|
)
|
|
(1,943
|
)
|
||
Contributions from American Assets Trust, Inc.
|
30,075
|
|
|
—
|
|
||
Distributions
|
(33,448
|
)
|
|
(31,653
|
)
|
||
Shares withheld for employee taxes
|
—
|
|
|
(12
|
)
|
||
Net cash provided by (used in) financing activities
|
159,307
|
|
|
(26,681
|
)
|
||
Net increase in cash and cash equivalents
|
(13,421
|
)
|
|
3,961
|
|
||
Cash and cash equivalents, beginning of period
|
44,801
|
|
|
39,925
|
|
||
Cash and cash equivalents, end of period
|
$
|
31,380
|
|
|
$
|
43,886
|
|
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
|
|
|
Pacific Ridge Apartments
|
|
|
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 – Construction in Progress
|
|
|
Lloyd District Portfolio – Construction in Progress
|
|
|
Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Supplemental cash flow information
|
|
|
|
||||
Total interest costs incurred
|
$
|
26,730
|
|
|
$
|
26,977
|
|
Interest capitalized
|
$
|
747
|
|
|
$
|
878
|
|
Interest expense
|
$
|
25,983
|
|
|
$
|
26,099
|
|
Cash paid for interest, net of amounts capitalized
|
$
|
21,984
|
|
|
$
|
24,076
|
|
Cash paid for income taxes
|
$
|
296
|
|
|
$
|
459
|
|
Supplemental schedule of noncash investing and financing activities
|
|
|
|
|
|
||
Accounts payable and accrued liabilities for construction in progress
|
$
|
2,113
|
|
|
$
|
(1,539
|
)
|
Accrued leasing commissions
|
$
|
498
|
|
|
$
|
(7
|
)
|
Reduction to capital for prepaid offering costs
|
$
|
69
|
|
|
$
|
154
|
|
|
Pacific Ridge Apartments
|
||
Land
|
$
|
47,972
|
|
Building
|
171,813
|
|
|
Land improvements
|
3,403
|
|
|
Furniture, fixtures, and equipment
|
3,281
|
|
|
Total real estate
|
226,469
|
|
|
Lease intangibles
|
5,592
|
|
|
Prepaid expenses and other assets
|
424
|
|
|
Assets acquired
|
$
|
232,485
|
|
Accounts payable and accrued expenses
|
$
|
74
|
|
Security deposits payable
|
673
|
|
|
Other liabilities and deferred credits
|
49
|
|
|
Liabilities assumed
|
$
|
796
|
|
|
Six Months Ended June 30, 2017
|
|
Six Months Ended June 30, 2016
|
||||||||||||
|
As Reported
|
|
ProForma
|
|
As Reported
|
|
ProForma
|
||||||||
Total revenue
|
$
|
150,898
|
|
|
$
|
156,281
|
|
|
$
|
142,550
|
|
|
$
|
149,935
|
|
Total operating expenses
|
$
|
107,521
|
|
|
$
|
110,971
|
|
|
$
|
95,203
|
|
|
$
|
106,831
|
|
Operating income
|
$
|
43,377
|
|
|
$
|
45,310
|
|
|
$
|
47,347
|
|
|
$
|
43,104
|
|
Net income
|
$
|
17,896
|
|
|
$
|
19,010
|
|
|
$
|
21,371
|
|
|
$
|
16,251
|
|
|
April 28, 2017 through June 30, 2017
|
||
Revenues
|
$
|
2,909
|
|
Operating expenses
|
$
|
6,877
|
|
Operating (loss)
|
$
|
(3,968
|
)
|
Net (loss) attributable to American Assets Trust, Inc.
|
$
|
(3,968
|
)
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
In-place leases
|
$
|
54,291
|
|
|
$
|
48,741
|
|
Accumulated amortization
|
(44,782
|
)
|
|
(38,906
|
)
|
||
Above market leases
|
21,643
|
|
|
21,667
|
|
||
Accumulated amortization
|
(20,027
|
)
|
|
(19,579
|
)
|
||
Acquired lease intangible assets, net
|
$
|
11,125
|
|
|
$
|
11,923
|
|
Below market leases
|
$
|
66,521
|
|
|
$
|
66,521
|
|
Accumulated accretion
|
(35,254
|
)
|
|
(33,073
|
)
|
||
Acquired lease intangible liabilities, net
|
$
|
31,267
|
|
|
$
|
33,448
|
|
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
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||||||
Deferred compensation liability
|
$
|
—
|
|
$
|
1,109
|
|
$
|
—
|
|
$
|
1,109
|
|
|
$
|
—
|
|
$
|
1,006
|
|
$
|
—
|
|
$
|
1,006
|
|
Interest rate swap asset
|
$
|
—
|
|
$
|
3,697
|
|
$
|
—
|
|
$
|
3,697
|
|
|
$
|
—
|
|
$
|
16,428
|
|
$
|
—
|
|
$
|
16,428
|
|
Interest rate swap liability
|
$
|
—
|
|
$
|
517
|
|
$
|
—
|
|
$
|
517
|
|
|
$
|
—
|
|
$
|
1,067
|
|
$
|
—
|
|
$
|
1,067
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Secured notes payable, net
|
$
|
280,170
|
|
|
$
|
287,984
|
|
|
$
|
445,180
|
|
|
$
|
457,621
|
|
Unsecured term loans, net
|
$
|
248,270
|
|
|
$
|
250,000
|
|
|
$
|
247,883
|
|
|
$
|
250,000
|
|
Unsecured senior guaranteed notes, net
|
$
|
696,546
|
|
|
$
|
707,821
|
|
|
$
|
348,467
|
|
|
$
|
351,357
|
|
Unsecured line of credit
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,000
|
|
|
$
|
20,000
|
|
Swap Counterparty
|
|
Notional Amount
|
|
Effective Date
|
|
Maturity Date
|
|
Fair Value
|
||||
Bank of America, N.A.
|
|
$
|
100,000
|
|
|
1/9/2014
|
|
1/9/2019
|
|
$
|
(517
|
)
|
U.S. Bank N.A.
|
|
$
|
100,000
|
|
|
3/1/2016
|
|
3/1/2023
|
|
$
|
2,440
|
|
Wells Fargo Bank, N.A.
|
|
$
|
50,000
|
|
|
5/2/2016
|
|
3/1/2023
|
|
$
|
1,257
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Leasing commissions, net of accumulated amortization of $26,913 and $25,194, respectively
|
$
|
18,547
|
|
|
$
|
18,131
|
|
Interest rate swap asset
|
3,697
|
|
|
16,428
|
|
||
Acquired above market leases, net
|
1,616
|
|
|
2,088
|
|
||
Acquired in-place leases, net
|
9,509
|
|
|
9,835
|
|
||
Lease incentives, net of accumulated amortization of $73 and $41, respectively
|
550
|
|
|
313
|
|
||
Other intangible assets, net of accumulated amortization of $1,156 and $1,128, respectively
|
171
|
|
|
206
|
|
||
Purchase deposit
|
1,000
|
|
|
—
|
|
||
Prepaid expenses and other
|
5,124
|
|
|
5,853
|
|
||
Total other assets
|
$
|
40,214
|
|
|
$
|
52,854
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Acquired below market leases, net
|
$
|
31,267
|
|
|
$
|
33,448
|
|
Prepaid rent and deferred revenue
|
8,188
|
|
|
7,720
|
|
||
Interest rate swap liability
|
517
|
|
|
1,067
|
|
||
Deferred rent expense and lease intangible
|
1,765
|
|
|
1,756
|
|
||
Deferred compensation
|
1,109
|
|
|
1,006
|
|
||
Deferred tax liability
|
265
|
|
|
265
|
|
||
Straight-line rent liability
|
3,010
|
|
|
3,028
|
|
||
Other liabilities
|
43
|
|
|
47
|
|
||
Total other liabilities and deferred credits, net
|
$
|
46,164
|
|
|
$
|
48,337
|
|
|
Principal Balance as of
|
|
Stated Interest Rate
|
|
Stated Maturity Date
|
|||||||
Description of Debt
|
June 30, 2017
|
|
December 31, 2016
|
|
as of June 30, 2017
|
|||||||
Waikiki Beach Walk—Retail
(1)(2)
|
$
|
—
|
|
|
$
|
130,310
|
|
|
5.39
|
%
|
|
July 1, 2017
|
Solana Beach Corporate Centre III-IV
(3)(4)
|
—
|
|
|
35,440
|
|
|
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
(3)
|
20,215
|
|
|
20,399
|
|
|
7.22
|
%
|
|
June 1, 2019
|
||
Torrey Reserve—VCI, VCII, VCIII
(3)
|
6,824
|
|
|
6,884
|
|
|
6.36
|
%
|
|
June 1, 2020
|
||
Solana Beach Corporate Centre I-II
(3)
|
10,825
|
|
|
10,927
|
|
|
5.91
|
%
|
|
June 1, 2020
|
||
Solana Beach Towne Centre
(3)
|
36,082
|
|
|
36,424
|
|
|
5.91
|
%
|
|
June 1, 2020
|
||
City Center Bellevue
(1)
|
111,000
|
|
|
111,000
|
|
|
3.98
|
%
|
|
November 1, 2022
|
||
|
280,590
|
|
|
447,028
|
|
|
|
|
|
|||
Unamortized fair value adjustment
|
—
|
|
|
(1,347
|
)
|
|
|
|
|
|||
Debt issuance costs, net of accumulated amortization of $1,110 and $1,029, respectively
|
(420
|
)
|
|
(501
|
)
|
|
|
|
|
|||
Total Secured Notes Payable Outstanding
|
$
|
280,170
|
|
|
$
|
445,180
|
|
|
|
|
|
(1)
|
Interest only.
|
(2)
|
Loan repaid in full, without premium or penalty, on March 1, 2017.
|
(3)
|
Principal payments based on a
30
-year amortization schedule.
|
(4)
|
Loan repaid in full, without premium or penalty, on April 3, 2017.
|
Description of Debt
|
Principal Balance as of
|
|
Stated Interest Rate
|
|
Stated Maturity Date
|
|||||||||
June 30, 2017
|
|
December 31, 2016
|
|
as of June 30, 2017
|
|
|||||||||
Term Loan A
|
$
|
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
|
|
||
Term Loan B
|
100,000
|
|
|
100,000
|
|
|
Variable
|
|
(4)
|
|
March 1, 2023
|
|
||
Term Loan C
|
50,000
|
|
|
50,000
|
|
|
Variable
|
|
(5)
|
|
March 1, 2023
|
|
||
Senior Guaranteed Notes, Series B
|
100,000
|
|
|
100,000
|
|
|
4.45
|
%
|
|
|
February 2, 2025
|
|
||
Senior Guaranteed Notes, Series C
|
100,000
|
|
|
100,000
|
|
|
4.50
|
%
|
|
|
April 1, 2025
|
|
||
Senior Guaranteed Notes, Series D
|
250,000
|
|
|
—
|
|
|
4.29
|
%
|
(6)
|
|
March 1, 2027
|
|
||
Senior Guaranteed Notes, Series E
|
100,000
|
|
|
—
|
|
|
4.24
|
%
|
(7)
|
|
May 23, 2029
|
|
||
|
950,000
|
|
|
600,000
|
|
|
|
|
|
|
|
|||
Debt issuance costs, net of accumulated amortization of $5,068 and $4,317, respectively
|
(5,184
|
)
|
|
(3,650
|
)
|
|
|
|
|
|
|
|||
Total Unsecured Notes Payable
|
$
|
944,816
|
|
|
$
|
596,350
|
|
|
|
|
|
|
|
(1)
|
The Operating Partnership has entered into an interest rate swap agreement that is intended to fix the interest rate associated with Term Loan A 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
one
time, with such extension for a 12-month period. The foregoing extension option is 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.
|
(4)
|
The Operating Partnership has entered into an interest rate swap agreement that is intended to fix the interest rate associated with Term Loan B at approximately
3.15%
through its maturity date, subject to adjustments based on our consolidated leverage ratio.
|
(5)
|
The Operating Partnership has entered into an interest rate swap agreement that is intended to fix the interest rate associated with Term Loan C at approximately
3.14%
through its maturity date, subject to adjustments based on our consolidated leverage ratio.
|
(6)
|
The Operating Partnership entered into forward-starting interest rate swap contracts on March 29, 2016 and April 7, 2016, which were settled on January 18, 2017 at a gain of approximately
$10.4 million
. The forward-starting interest swap rate contracts were deemed to be a highly effective cash flow hedge, accordingly, the effective interest rate is approximately
3.87%
per annum.
|
(7)
|
The Operating Partnerships entered into a treasury lock contract on April 25, 2017, which was settled on May 11, 2017 at a gain of approximately
$0.7 million
. The treasury lock contract was deemed to be a highly effective cash flow hedge, accordingly, the effective interest rate is approximately
4.18%
per annum.
|
|
Three Months Ended June 30, 2017
|
Six Months Ended June 30, 2017
|
||||
Number of shares of common stock issued through ATM programs
|
—
|
|
700,000
|
|||
Weighted average price per share
|
N/A
|
$43.46
|
||||
|
|
|
||||
Proceeds, gross
|
$
|
—
|
|
$
|
30,425
|
|
Sales agent compensation
|
—
|
|
(304
|
)
|
||
Offering costs
|
—
|
|
(46
|
)
|
||
Proceeds, net
|
$
|
—
|
|
$
|
30,075
|
|
Period
|
|
Amount per
Share/Unit
|
|
Period Covered
|
|
Dividend Paid Date
|
||
First Quarter 2017
|
|
$
|
0.26
|
|
|
January 1, 2017 to March 31, 2017
|
|
March 30, 2017
|
Second Quarter 2017
|
|
$
|
0.26
|
|
|
April 1, 2017 to June 30, 2017
|
|
June 29, 2017
|
|
Units
|
|
Weighted Average Grant Date Fair Value
|
|
Nonvested at January 1, 2017
|
232,765
|
|
|
$31.24
|
Granted
|
4,880
|
|
|
$40.99
|
Vested
|
(4,900
|
)
|
|
$40.81
|
Forfeited
|
(768
|
)
|
|
$30.62
|
Nonvested at June 30, 2017
|
231,977
|
|
|
$31.25
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
NUMERATOR
|
|
|
|
|
|
|
|
||||||||
Net income from operations
|
$
|
7,588
|
|
|
$
|
10,650
|
|
|
$
|
17,896
|
|
|
$
|
21,371
|
|
Less: Net income attributable to restricted shares
|
(61
|
)
|
|
(43
|
)
|
|
(121
|
)
|
|
(86
|
)
|
||||
Less: Income from operations attributable to unitholders in the Operating Partnership
|
(2,008
|
)
|
|
(3,008
|
)
|
|
(4,869
|
)
|
|
(6,035
|
)
|
||||
Net income attributable to common stockholders—basic
|
$
|
5,519
|
|
|
$
|
7,599
|
|
|
$
|
12,906
|
|
|
$
|
15,250
|
|
Income from operations attributable to American Assets Trust, Inc. common stockholders—basic
|
$
|
5,519
|
|
|
$
|
7,599
|
|
|
$
|
12,906
|
|
|
$
|
15,250
|
|
Plus: Income from operations attributable to unitholders in the Operating Partnership
|
2,008
|
|
|
3,008
|
|
|
4,869
|
|
|
6,035
|
|
||||
Net income attributable to common stockholders—diluted
|
$
|
7,527
|
|
|
$
|
10,607
|
|
|
$
|
17,775
|
|
|
$
|
21,285
|
|
DENOMINATOR
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding—basic
|
46,871,377
|
|
|
45,235,292
|
|
|
46,524,510
|
|
|
45,234,583
|
|
||||
Effect of dilutive securities—conversion of Operating Partnership units
|
17,217,704
|
|
|
17,899,516
|
|
|
17,551,409
|
|
|
17,899,516
|
|
||||
Weighted average common shares outstanding—diluted
|
64,089,081
|
|
|
63,134,808
|
|
|
64,075,919
|
|
|
63,134,099
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per common share, basic
|
$
|
0.12
|
|
|
$
|
0.17
|
|
|
$
|
0.28
|
|
|
$
|
0.34
|
|
Earnings per common share, diluted
|
$
|
0.12
|
|
|
$
|
0.17
|
|
|
$
|
0.28
|
|
|
$
|
0.34
|
|
Year Ending December 31,
|
|
|
||
2017 (six months ending December 31, 2017)
|
$
|
1,619
|
|
(1)
|
2018
|
3,274
|
|
|
|
2019
|
3,347
|
|
|
|
2020
|
3,422
|
|
|
|
2021
|
3,460
|
|
(2)
|
|
Thereafter
|
24,823
|
|
|
|
Total
|
$
|
39,945
|
|
|
(1)
|
Lease payments on the FHB Sublease are based on the stated lease rate of
$70,578
through the end of the lease term, December 31, 2021.
|
(2)
|
Lease payments on the Annex Lease will be equal to fair rental value from July 2021 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 2021 of
$217,744
.
|
Year Ending December 31,
|
|
||
2017 (six months ending December 31, 2017)
|
$
|
85,145
|
|
2018
|
160,964
|
|
|
2019
|
130,165
|
|
|
2020
|
106,586
|
|
|
2021
|
85,379
|
|
|
Thereafter
|
224,096
|
|
|
Total
|
$
|
792,335
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Minimum rents
|
|
|
|
|
|
|
|
||||||||
Retail
|
$
|
18,544
|
|
|
$
|
18,626
|
|
|
$
|
37,078
|
|
|
$
|
37,024
|
|
Office
|
23,213
|
|
|
22,501
|
|
|
46,335
|
|
|
44,969
|
|
||||
Multifamily
|
10,249
|
|
|
6,516
|
|
|
17,484
|
|
|
12,355
|
|
||||
Mixed-use
|
2,581
|
|
|
2,657
|
|
|
5,142
|
|
|
5,312
|
|
||||
Cost reimbursement
|
8,128
|
|
|
7,846
|
|
|
16,016
|
|
|
15,488
|
|
||||
Percentage rent
|
456
|
|
|
447
|
|
|
911
|
|
|
887
|
|
||||
Hotel revenue
|
9,345
|
|
|
9,256
|
|
|
19,210
|
|
|
18,674
|
|
||||
Other
|
409
|
|
|
372
|
|
|
789
|
|
|
757
|
|
||||
Total rental income
|
$
|
72,925
|
|
|
$
|
68,221
|
|
|
$
|
142,965
|
|
|
$
|
135,466
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Rental operating
|
$
|
8,437
|
|
|
$
|
8,210
|
|
|
$
|
16,510
|
|
|
$
|
15,592
|
|
Hotel operating
|
5,746
|
|
|
5,810
|
|
|
12,297
|
|
|
11,586
|
|
||||
Repairs and maintenance
|
2,984
|
|
|
2,871
|
|
|
5,515
|
|
|
5,437
|
|
||||
Marketing
|
462
|
|
|
537
|
|
|
898
|
|
|
1,022
|
|
||||
Rent
|
794
|
|
|
718
|
|
|
1,551
|
|
|
1,468
|
|
||||
Hawaii excise tax
|
945
|
|
|
976
|
|
|
1,970
|
|
|
1,995
|
|
||||
Management fees
|
473
|
|
|
468
|
|
|
959
|
|
|
943
|
|
||||
Total rental expenses
|
$
|
19,841
|
|
|
$
|
19,590
|
|
|
$
|
39,700
|
|
|
$
|
38,043
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Interest and investment income
|
$
|
113
|
|
|
$
|
24
|
|
|
$
|
260
|
|
|
$
|
39
|
|
Income tax benefit (expense)
|
79
|
|
|
45
|
|
|
242
|
|
|
(42
|
)
|
||||
Other non-operating income
|
—
|
|
|
30
|
|
|
—
|
|
|
126
|
|
||||
Total other income, net
|
$
|
192
|
|
|
$
|
99
|
|
|
$
|
502
|
|
|
$
|
123
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Total Retail
|
|
|
|
|
|
|
|
||||||||
Property revenue
|
$
|
24,954
|
|
|
$
|
24,881
|
|
|
$
|
49,745
|
|
|
$
|
49,252
|
|
Property expense
|
(6,794
|
)
|
|
(6,964
|
)
|
|
(13,485
|
)
|
|
(13,044
|
)
|
||||
Segment profit
|
18,160
|
|
|
17,917
|
|
|
36,260
|
|
|
36,208
|
|
||||
Total Office
|
|
|
|
|
|
|
|
||||||||
Property revenue
|
26,359
|
|
|
25,278
|
|
|
52,349
|
|
|
50,598
|
|
||||
Property expense
|
(8,045
|
)
|
|
(7,547
|
)
|
|
(15,846
|
)
|
|
(15,249
|
)
|
||||
Segment profit
|
18,314
|
|
|
17,731
|
|
|
36,503
|
|
|
35,349
|
|
||||
Total Multifamily
|
|
|
|
|
|
|
|
||||||||
Property revenue
|
11,023
|
|
|
7,060
|
|
|
18,914
|
|
|
13,354
|
|
||||
Property expense
|
(4,082
|
)
|
|
(2,852
|
)
|
|
(7,293
|
)
|
|
(5,672
|
)
|
||||
Segment profit
|
6,941
|
|
|
4,208
|
|
|
11,621
|
|
|
7,682
|
|
||||
Total Mixed-Use
|
|
|
|
|
|
|
|
||||||||
Property revenue
|
14,770
|
|
|
14,600
|
|
|
29,890
|
|
|
29,346
|
|
||||
Property expense
|
(8,824
|
)
|
|
(8,644
|
)
|
|
(18,516
|
)
|
|
(17,128
|
)
|
||||
Segment profit
|
5,946
|
|
|
5,956
|
|
|
11,374
|
|
|
12,218
|
|
||||
Total segments’ profit
|
$
|
49,361
|
|
|
$
|
45,812
|
|
|
$
|
95,758
|
|
|
$
|
91,457
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Total segments’ profit
|
$
|
49,361
|
|
|
$
|
45,812
|
|
|
$
|
95,758
|
|
|
$
|
91,457
|
|
General and administrative
|
(5,131
|
)
|
|
(4,394
|
)
|
|
(10,213
|
)
|
|
(8,943
|
)
|
||||
Depreciation and amortization
|
(24,182
|
)
|
|
(17,714
|
)
|
|
(42,168
|
)
|
|
(35,167
|
)
|
||||
Interest expense
|
(12,652
|
)
|
|
(13,153
|
)
|
|
(25,983
|
)
|
|
(26,099
|
)
|
||||
Other income, net
|
192
|
|
|
99
|
|
|
502
|
|
|
123
|
|
||||
Net income
|
7,588
|
|
|
10,650
|
|
|
17,896
|
|
|
21,371
|
|
||||
Net income attributable to restricted shares
|
(61
|
)
|
|
(43
|
)
|
|
(121
|
)
|
|
(86
|
)
|
||||
Net income attributable to unitholders in the Operating Partnership
|
(2,008
|
)
|
|
(3,008
|
)
|
|
(4,869
|
)
|
|
(6,035
|
)
|
||||
Net income attributable to American Assets Trust, Inc. stockholders
|
$
|
5,519
|
|
|
$
|
7,599
|
|
|
$
|
12,906
|
|
|
$
|
15,250
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Net Real Estate
|
|
|
|
||||
Retail
|
$
|
622,873
|
|
|
$
|
629,261
|
|
Office
|
812,437
|
|
|
813,414
|
|
||
Multifamily
|
427,333
|
|
|
203,014
|
|
||
Mixed-Use
|
183,321
|
|
|
185,857
|
|
||
|
$
|
2,045,964
|
|
|
$
|
1,831,546
|
|
Secured Notes Payable
(1)
|
|
|
|
||||
Retail
|
$
|
36,082
|
|
|
$
|
36,424
|
|
Office
|
170,764
|
|
|
206,550
|
|
||
Multifamily
|
73,744
|
|
|
73,744
|
|
||
Mixed-Use
|
—
|
|
|
130,310
|
|
||
|
$
|
280,590
|
|
|
$
|
447,028
|
|
(1)
|
Excludes unamortized fair market value adjustments and debt issuance costs of
$0.4 million
and
$1.8 million
as of
June 30, 2017
and
December 31, 2016
, respectively.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Capital Expenditures
(1)
|
|
|
|
|
|
|
|
||||||||
Retail
|
$
|
2,800
|
|
|
$
|
4,250
|
|
|
$
|
4,046
|
|
|
$
|
9,664
|
|
Office
|
8,800
|
|
|
10,710
|
|
|
15,160
|
|
|
21,639
|
|
||||
Multifamily
|
2,109
|
|
|
475
|
|
|
2,568
|
|
|
1,819
|
|
||||
Mixed-Use
|
113
|
|
|
51
|
|
|
203
|
|
|
116
|
|
||||
|
$
|
13,822
|
|
|
$
|
15,486
|
|
|
$
|
21,977
|
|
|
$
|
33,238
|
|
(1)
|
Capital expenditures represent cash paid for capital expenditures during the period and include leasing commissions paid.
|
•
|
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 June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Same-Store
|
22
|
|
|
20
|
|
|
21
|
|
|
20
|
|
Non-Same Store
|
3
|
|
|
4
|
|
|
4
|
|
|
4
|
|
Total Properties
|
25
|
|
|
24
|
|
|
25
|
|
|
24
|
|
|
|
|
|
|
|
|
|
||||
Redevelopment Same-Store
|
N/A
|
|
|
N/A
|
|
|
22
|
|
|
22
|
|
|
|
|
|
|
|
|
|
||||
Total Development Properties
|
4
|
|
|
4
|
|
|
4
|
|
|
4
|
|
|
Three Months Ended June 30,
|
|
Change
|
|
%
|
|||||||||
|
2017
|
|
2016
|
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|||||||
Rental income
|
$
|
72,925
|
|
|
$
|
68,221
|
|
|
$
|
4,704
|
|
|
7
|
%
|
Other property income
|
4,181
|
|
|
3,598
|
|
|
583
|
|
|
16
|
|
|||
Total property revenues
|
77,106
|
|
|
71,819
|
|
|
5,287
|
|
|
7
|
|
|||
Expenses
|
|
|
|
|
|
|
|
|||||||
Rental expenses
|
19,841
|
|
|
19,590
|
|
|
251
|
|
|
1
|
|
|||
Real estate taxes
|
7,904
|
|
|
6,417
|
|
|
1,487
|
|
|
23
|
|
|||
Total property expenses
|
27,745
|
|
|
26,007
|
|
|
1,738
|
|
|
7
|
|
|||
Total property income
|
49,361
|
|
|
45,812
|
|
|
3,549
|
|
|
8
|
|
|||
General and administrative
|
(5,131
|
)
|
|
(4,394
|
)
|
|
(737
|
)
|
|
17
|
|
|||
Depreciation and amortization
|
(24,182
|
)
|
|
(17,714
|
)
|
|
(6,468
|
)
|
|
37
|
|
|||
Interest expense
|
(12,652
|
)
|
|
(13,153
|
)
|
|
501
|
|
|
(4
|
)
|
|||
Other income, net
|
192
|
|
|
99
|
|
|
93
|
|
|
94
|
|
|||
Net income
|
7,588
|
|
|
10,650
|
|
|
(3,062
|
)
|
|
(29
|
)
|
|||
Net income attributable to restricted shares
|
(61
|
)
|
|
(43
|
)
|
|
(18
|
)
|
|
42
|
|
|||
Net income attributable to unitholders in the Operating Partnership
|
(2,008
|
)
|
|
(3,008
|
)
|
|
1,000
|
|
|
(33
|
)
|
|||
Net income attributable to American Assets Trust, Inc. stockholders
|
$
|
5,519
|
|
|
$
|
7,599
|
|
|
$
|
(2,080
|
)
|
|
(27
|
)%
|
|
Percentage Leased
(1)
|
||||
|
June 30,
|
||||
|
2017
|
2016
|
|||
Retail
|
96.8
|
%
|
|
98.2
|
%
|
Office
|
88.7
|
%
|
|
90.4
|
%
|
Multifamily
|
92.6
|
%
|
|
92.5
|
%
|
Mixed-Use
(2)
|
95.7
|
%
|
|
98.3
|
%
|
(1)
|
The percentage leased includes the square footage under lease, including leases which may not have commenced as of
June 30, 2017
or
June 30, 2016
, as applicable.
|
(2)
|
Includes the retail portion of the mixed-use property only.
|
|
Total Portfolio
|
|
Same-Store Portfolio
(1)
|
||||||||||||||||||||||||||
|
Three Months Ended June 30,
|
|
Change
|
|
%
|
|
Three Months Ended June 30,
|
|
Change
|
|
%
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|||||||||||||||||||||
Retail
|
$
|
24,532
|
|
|
$
|
24,593
|
|
|
$
|
(61
|
)
|
|
—
|
%
|
|
$
|
24,208
|
|
|
$
|
24,511
|
|
|
$
|
(303
|
)
|
|
(1
|
)%
|
Office
|
24,925
|
|
|
24,022
|
|
|
903
|
|
|
4
|
|
|
24,867
|
|
|
23,975
|
|
|
892
|
|
|
4
|
|
||||||
Multifamily
|
10,289
|
|
|
6,524
|
|
|
3,765
|
|
|
58
|
|
|
4,705
|
|
|
4,518
|
|
|
187
|
|
|
4
|
|
||||||
Mixed-Use
|
13,179
|
|
|
13,082
|
|
|
97
|
|
|
1
|
|
|
13,179
|
|
|
13,082
|
|
|
97
|
|
|
1
|
|
||||||
|
$
|
72,925
|
|
|
$
|
68,221
|
|
|
$
|
4,704
|
|
|
7
|
%
|
|
$
|
66,959
|
|
|
$
|
66,086
|
|
|
$
|
873
|
|
|
1
|
%
|
(1)
|
For this table and tables following, the same-store portfolio excludes: (i) Hassalo on Eighth - Multifamily, which became available for occupancy in July and October of 2015; (ii) Hassalo on Eighth - Retail, which was placed in operation in April and July of 2016; (iii) the Pacific Ridge Apartments as it was acquired on April 28, 2017; and (iv) land held for development.
|
|
Total Portfolio
|
|
Same-Store Portfolio
|
||||||||||||||||||||||||||
|
Three Months Ended June 30,
|
|
Change
|
|
%
|
|
Three Months Ended June 30,
|
|
Change
|
|
%
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|||||||||||||||||||||
Retail
|
$
|
422
|
|
|
$
|
288
|
|
|
$
|
134
|
|
|
47
|
%
|
|
$
|
376
|
|
|
$
|
288
|
|
|
$
|
88
|
|
|
31
|
%
|
Office
|
1,434
|
|
|
1,256
|
|
|
178
|
|
|
14
|
|
|
1,492
|
|
|
1,303
|
|
|
189
|
|
|
15
|
|
||||||
Multifamily
|
734
|
|
|
536
|
|
|
198
|
|
|
37
|
|
|
307
|
|
|
318
|
|
|
(11
|
)
|
|
(3
|
)
|
||||||
Mixed-Use
|
1,591
|
|
|
1,518
|
|
|
73
|
|
|
5
|
|
|
1,591
|
|
|
1,518
|
|
|
73
|
|
|
5
|
|
||||||
|
$
|
4,181
|
|
|
$
|
3,598
|
|
|
$
|
583
|
|
|
16
|
%
|
|
$
|
3,766
|
|
|
$
|
3,427
|
|
|
$
|
339
|
|
|
10
|
%
|
|
Total Portfolio
|
|
Same-Store Portfolio
|
||||||||||||||||||||||||||
|
Three Months Ended June 30,
|
|
Change
|
|
%
|
|
Three Months Ended June 30,
|
|
Change
|
|
%
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|||||||||||||||||||||
Retail
|
$
|
3,538
|
|
|
$
|
4,037
|
|
|
$
|
(499
|
)
|
|
(12
|
)%
|
|
$
|
3,477
|
|
|
$
|
4,004
|
|
|
$
|
(527
|
)
|
|
(13
|
)%
|
Office
|
5,295
|
|
|
5,132
|
|
|
163
|
|
|
3
|
|
|
5,294
|
|
|
5,132
|
|
|
162
|
|
|
3
|
|
||||||
Multifamily
|
2,852
|
|
|
2,389
|
|
|
463
|
|
|
19
|
|
|
1,175
|
|
|
1,171
|
|
|
4
|
|
|
—
|
|
||||||
Mixed-Use
|
8,156
|
|
|
8,032
|
|
|
124
|
|
|
2
|
|
|
8,156
|
|
|
8,032
|
|
|
124
|
|
|
2
|
|
||||||
|
$
|
19,841
|
|
|
$
|
19,590
|
|
|
$
|
251
|
|
|
1
|
%
|
|
$
|
18,102
|
|
|
$
|
18,339
|
|
|
$
|
(237
|
)
|
|
(1
|
)%
|
|
Total Portfolio
|
|
Same-Store Portfolio
|
||||||||||||||||||||||||||
|
Three Months Ended June 30,
|
|
Change
|
|
%
|
|
Three Months Ended June 30,
|
|
Change
|
|
%
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|||||||||||||||||||||
Retail
|
$
|
3,256
|
|
|
$
|
2,927
|
|
|
$
|
329
|
|
|
11
|
%
|
|
$
|
3,211
|
|
|
$
|
2,902
|
|
|
$
|
309
|
|
|
11
|
%
|
Office
|
2,750
|
|
|
2,415
|
|
|
335
|
|
|
14
|
|
|
2,747
|
|
|
2,411
|
|
|
336
|
|
|
14
|
|
||||||
Multifamily
|
1,230
|
|
|
463
|
|
|
767
|
|
|
166
|
|
|
430
|
|
|
425
|
|
|
5
|
|
|
1
|
|
||||||
Mixed-Use
|
668
|
|
|
612
|
|
|
56
|
|
|
9
|
|
|
668
|
|
|
612
|
|
|
56
|
|
|
9
|
|
||||||
|
$
|
7,904
|
|
|
$
|
6,417
|
|
|
$
|
1,487
|
|
|
23
|
%
|
|
$
|
7,056
|
|
|
$
|
6,350
|
|
|
$
|
706
|
|
|
11
|
%
|
|
Total Portfolio
|
|
Same-Store Portfolio
|
||||||||||||||||||||||||||
|
Three Months Ended June 30,
|
|
Change
|
|
%
|
|
Three Months Ended June 30,
|
|
Change
|
|
%
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|||||||||||||||||||||
Retail
|
$
|
18,160
|
|
|
$
|
17,917
|
|
|
$
|
243
|
|
|
1
|
%
|
|
$
|
17,896
|
|
|
$
|
17,893
|
|
|
$
|
3
|
|
|
—
|
%
|
Office
|
18,314
|
|
|
17,731
|
|
|
583
|
|
|
3
|
|
|
18,318
|
|
|
17,735
|
|
|
583
|
|
|
3
|
|
||||||
Multifamily
|
6,941
|
|
|
4,208
|
|
|
2,733
|
|
|
65
|
|
|
3,407
|
|
|
3,240
|
|
|
167
|
|
|
5
|
|
||||||
Mixed-Use
|
5,946
|
|
|
5,956
|
|
|
(10
|
)
|
|
—
|
|
|
5,946
|
|
|
5,956
|
|
|
(10
|
)
|
|
—
|
|
||||||
|
$
|
49,361
|
|
|
$
|
45,812
|
|
|
$
|
3,549
|
|
|
8
|
%
|
|
$
|
45,567
|
|
|
$
|
44,824
|
|
|
$
|
743
|
|
|
2
|
%
|
|
Six Months Ended June 30,
|
|
Change
|
|
%
|
|||||||||
|
2017
|
|
2016
|
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|||||||
Rental income
|
$
|
142,965
|
|
|
$
|
135,466
|
|
|
$
|
7,499
|
|
|
6
|
%
|
Other property income
|
7,933
|
|
|
7,084
|
|
|
849
|
|
|
12
|
|
|||
Total property revenues
|
150,898
|
|
|
142,550
|
|
|
8,348
|
|
|
6
|
|
|||
Expenses
|
|
|
|
|
|
|
|
|||||||
Rental expenses
|
39,700
|
|
|
38,043
|
|
|
1,657
|
|
|
4
|
|
|||
Real estate taxes
|
15,440
|
|
|
13,050
|
|
|
2,390
|
|
|
18
|
|
|||
Total property expenses
|
55,140
|
|
|
51,093
|
|
|
4,047
|
|
|
8
|
|
|||
Total property income
|
95,758
|
|
|
91,457
|
|
|
4,301
|
|
|
5
|
|
|||
General and administrative
|
(10,213
|
)
|
|
(8,943
|
)
|
|
(1,270
|
)
|
|
14
|
|
|||
Depreciation and amortization
|
(42,168
|
)
|
|
(35,167
|
)
|
|
(7,001
|
)
|
|
20
|
|
|||
Interest expense
|
(25,983
|
)
|
|
(26,099
|
)
|
|
116
|
|
|
—
|
|
|||
Other income, net
|
502
|
|
|
123
|
|
|
379
|
|
|
308
|
|
|||
Net income
|
17,896
|
|
|
21,371
|
|
|
(3,475
|
)
|
|
(16
|
)
|
|||
Net income attributable to restricted shares
|
(121
|
)
|
|
(86
|
)
|
|
(35
|
)
|
|
41
|
|
|||
Net income attributable to unitholders in the Operating Partnership
|
(4,869
|
)
|
|
(6,035
|
)
|
|
1,166
|
|
|
(19
|
)
|
|||
Net income (loss) attributable to American Assets Trust, Inc. stockholders
|
$
|
12,906
|
|
|
$
|
15,250
|
|
|
$
|
(2,344
|
)
|
|
(15
|
)%
|
|
Percentage Leased
(1)
|
||||
|
June 30,
|
||||
|
2017
|
|
2016
|
||
Retail
|
96.8
|
%
|
|
98.2
|
%
|
Office
|
88.7
|
%
|
|
90.4
|
%
|
Multifamily
|
92.6
|
%
|
|
92.5
|
%
|
Mixed-Use
(2)
|
95.7
|
%
|
|
98.3
|
%
|
(1)
|
The percentage leased includes the square footage under lease, including leases which may not have commenced as of
June 30, 2017
or
June 30, 2016
, as applicable.
|
(2)
|
Includes the retail portion of the mixed-use property only.
|
|
Total Portfolio
|
|
Same-Store Portfolio
(1)
|
||||||||||||||||||||||||||
|
Six Months Ended June 30,
|
|
Change
|
|
%
|
|
Six Months Ended June 30,
|
|
Change
|
|
%
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|||||||||||||||||||||
Retail
|
$
|
48,970
|
|
|
$
|
48,645
|
|
|
325
|
|
|
1
|
%
|
|
$
|
48,315
|
|
|
$
|
48,556
|
|
|
$
|
(241
|
)
|
|
—
|
%
|
|
Office
|
49,611
|
|
|
48,106
|
|
|
1,505
|
|
|
3
|
|
|
41,245
|
|
|
39,705
|
|
|
1,540
|
|
|
4
|
|
||||||
Multifamily
|
17,534
|
|
|
12,369
|
|
|
5,165
|
|
|
42
|
|
|
9,267
|
|
|
8,926
|
|
|
341
|
|
|
4
|
|
||||||
Mixed-Use
|
26,850
|
|
|
26,346
|
|
|
504
|
|
|
2
|
|
|
26,850
|
|
|
26,346
|
|
|
504
|
|
|
2
|
|
||||||
|
$
|
142,965
|
|
|
$
|
135,466
|
|
|
$
|
7,499
|
|
|
6
|
%
|
|
$
|
125,677
|
|
|
$
|
123,533
|
|
|
$
|
2,144
|
|
|
2
|
%
|
(1)
|
For this table and tables following, the same-store portfolio excludes: (i) Torrey Reserve Campus due to significant redevelopment activity during the period; (ii) Hassalo on Eighth - Multifamily, which became available for occupancy in July and October of 2015; (iii) Hassalo on Eighth - Retail, which was placed in operation in April and July of 2016; (iv) the Pacific Ridge Apartments as it was acquired April 28, 2017; and (v) land held for development.
|
|
Total Portfolio
|
|
Same-Store Portfolio
|
||||||||||||||||||||||||||
|
Six Months Ended June 30,
|
|
Change
|
|
%
|
|
Six Months Ended June 30,
|
|
Change
|
|
%
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|||||||||||||||||||||
Retail
|
$
|
775
|
|
|
$
|
607
|
|
|
$
|
168
|
|
|
28
|
%
|
|
$
|
679
|
|
|
$
|
607
|
|
|
$
|
72
|
|
|
12
|
%
|
Office
|
2,738
|
|
|
2,492
|
|
|
246
|
|
|
10
|
|
|
2,758
|
|
|
2,506
|
|
|
252
|
|
|
10
|
|
||||||
Multifamily
|
1,380
|
|
|
985
|
|
|
395
|
|
|
40
|
|
|
628
|
|
|
616
|
|
|
12
|
|
|
2
|
|
||||||
Mixed-Use
|
3,040
|
|
|
3,000
|
|
|
40
|
|
|
1
|
|
|
3,040
|
|
|
3,000
|
|
|
40
|
|
|
1
|
|
||||||
|
$
|
7,933
|
|
|
$
|
7,084
|
|
|
$
|
849
|
|
|
12
|
%
|
|
$
|
7,105
|
|
|
$
|
6,729
|
|
|
$
|
376
|
|
|
6
|
%
|
|
Total Portfolio
|
|
Same-Store Portfolio
|
||||||||||||||||||||||||||
|
Six Months Ended June 30,
|
|
Change
|
|
%
|
|
Six Months Ended June 30,
|
|
Change
|
|
%
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|||||||||||||||||||||
Retail
|
$
|
6,956
|
|
|
$
|
7,235
|
|
|
$
|
(279
|
)
|
|
(4
|
)%
|
|
$
|
6,845
|
|
|
$
|
7,164
|
|
|
$
|
(319
|
)
|
|
(4
|
)%
|
Office
|
10,347
|
|
|
10,157
|
|
|
190
|
|
|
2
|
|
|
8,669
|
|
|
8,659
|
|
|
10
|
|
|
—
|
|
||||||
Multifamily
|
5,217
|
|
|
4,747
|
|
|
470
|
|
|
10
|
|
|
2,430
|
|
|
2,334
|
|
|
96
|
|
|
4
|
|
||||||
Mixed-Use
|
17,180
|
|
|
15,904
|
|
|
1,276
|
|
|
8
|
|
|
17,180
|
|
|
15,904
|
|
|
1,276
|
|
|
8
|
|
||||||
|
$
|
39,700
|
|
|
$
|
38,043
|
|
|
$
|
1,657
|
|
|
4
|
%
|
|
$
|
35,124
|
|
|
$
|
34,061
|
|
|
$
|
1,063
|
|
|
3
|
%
|
|
Total Portfolio
|
|
Same-Store Portfolio
|
||||||||||||||||||||||||||
|
Six Months Ended June 30,
|
|
Change
|
|
%
|
|
Six Months Ended June 30,
|
|
Change
|
|
%
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|||||||||||||||||||||
Retail
|
$
|
6,529
|
|
|
$
|
5,809
|
|
|
$
|
720
|
|
|
12
|
%
|
|
$
|
6,429
|
|
|
$
|
5,762
|
|
|
$
|
667
|
|
|
12
|
%
|
Office
|
5,499
|
|
|
5,092
|
|
|
407
|
|
|
8
|
|
|
4,395
|
|
|
4,083
|
|
|
312
|
|
|
8
|
|
||||||
Multifamily
|
2,076
|
|
|
925
|
|
|
1,151
|
|
|
124
|
|
|
861
|
|
|
849
|
|
|
12
|
|
|
1
|
|
||||||
Mixed-Use
|
1,336
|
|
|
1,224
|
|
|
112
|
|
|
9
|
|
|
1,336
|
|
|
1,224
|
|
|
112
|
|
|
9
|
|
||||||
|
$
|
15,440
|
|
|
$
|
13,050
|
|
|
$
|
2,390
|
|
|
18
|
%
|
|
$
|
13,021
|
|
|
$
|
11,918
|
|
|
$
|
1,103
|
|
|
9
|
%
|
|
Total Portfolio
|
|
Same-Store Portfolio
|
||||||||||||||||||||||||||
|
Six Months Ended June 30,
|
|
Change
|
|
%
|
|
Six Months Ended June 30,
|
|
Change
|
|
%
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|||||||||||||||||||||
Retail
|
$
|
36,260
|
|
|
$
|
36,208
|
|
|
$
|
52
|
|
|
—
|
%
|
|
$
|
35,720
|
|
|
$
|
36,237
|
|
|
$
|
(517
|
)
|
|
(1
|
)%
|
Office
|
36,503
|
|
|
35,349
|
|
|
1,154
|
|
|
3
|
|
|
30,939
|
|
|
29,469
|
|
|
1,470
|
|
|
5
|
|
||||||
Multifamily
|
11,621
|
|
|
7,682
|
|
|
3,939
|
|
|
51
|
|
|
6,604
|
|
|
6,359
|
|
|
245
|
|
|
4
|
|
||||||
Mixed-Use
|
11,374
|
|
|
12,218
|
|
|
(844
|
)
|
|
(7
|
)
|
|
11,374
|
|
|
12,218
|
|
|
(844
|
)
|
|
(7
|
)
|
||||||
|
$
|
95,758
|
|
|
$
|
91,457
|
|
|
$
|
4,301
|
|
|
5
|
%
|
|
$
|
84,637
|
|
|
$
|
84,283
|
|
|
$
|
354
|
|
|
—
|
%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net operating income
|
$
|
49,361
|
|
|
$
|
45,812
|
|
|
$
|
95,758
|
|
|
$
|
91,457
|
|
General and administrative
|
(5,131
|
)
|
|
(4,394
|
)
|
|
(10,213
|
)
|
|
(8,943
|
)
|
||||
Depreciation and amortization
|
(24,182
|
)
|
|
(17,714
|
)
|
|
(42,168
|
)
|
|
(35,167
|
)
|
||||
Interest expense
|
(12,652
|
)
|
|
(13,153
|
)
|
|
(25,983
|
)
|
|
(26,099
|
)
|
||||
Other income, net
|
192
|
|
|
99
|
|
|
502
|
|
|
123
|
|
||||
Net income
|
$
|
7,588
|
|
|
$
|
10,650
|
|
|
$
|
17,896
|
|
|
$
|
21,371
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||
|
2017
|
|
2017
|
||||
Funds from Operations (FFO)
|
|
|
|
||||
Net income
|
$
|
7,588
|
|
|
$
|
17,896
|
|
Plus: Real estate depreciation and amortization
|
24,182
|
|
|
42,168
|
|
||
Funds from operations
|
31,770
|
|
|
60,064
|
|
||
Less: Nonforfeitable dividends on incentive restricted stock awards
|
(59
|
)
|
|
(118
|
)
|
||
FFO attributable to common stock and units
|
$
|
31,711
|
|
|
$
|
59,946
|
|
FFO per diluted share/unit
|
$
|
0.49
|
|
|
$
|
0.94
|
|
Weighted average number of common shares and units, diluted
(1)
|
64,089,324
|
|
|
64,076,262
|
|
(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
|
|
|
|
10.3 (1)
|
|
Note Purchase Agreement, dated as of May 23, 2017 by and among American Assets Trust, Inc., American Assets Trust, L.P. and the purchasers named therein.
|
10.4 (1)
|
|
Second Amendment to the Amended and Restated Credit Agreement dated as of May 23, 2017, by and among American Assets Trust, Inc., American Assets Trust, L.P., the lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the other entities named therein.
|
10.5 (1)
|
|
Second Amendment to the Term Loan Agreement dated as of May 23, 2017, by and among American Assets Trust, Inc., American Assets Trust, L.P., the lenders from time to time party thereto, U.S. Bank National Association, as Administrative Agent, and the other entities named therein.
|
10.6 (1)
|
|
First Amendment, dated as of May 23, 2017, to the Note Purchase Agreement, dated as if October 31, 2014, by and among American Assets Trust, Inc., American Assets Trust, L.P. and the purchasers named therein.
|
10.7 (1)
|
|
First Amendment, dated as of May 23, 2017, to the Note Purchase Agreement, dated as of March 1, 2017, by and among American Assets Trust, Inc., American Assets Trust, L.P. and the purchasers named therein.
|
10.8 (2)
|
|
Note Purchase Agreement, dated as of July 19, 2017, by and among American Assets Trust, Inc., American Assets Trust, L.P. and the purchasers named therein.
|
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 June 30, 2017, 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:
|
August 4, 2017
|
|
Date:
|
August 4, 2017
|
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:
|
August 4, 2017
|
/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:
|
August 4, 2017
|
/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:
|
August 4, 2017
|
/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:
|
August 4, 2017
|
/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
|