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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2018
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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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For the transition period from to
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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
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92130
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant
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Title of Each Class
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Name Of Each Exchange On Which Registered
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American Assets Trust, Inc.
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Common Stock, $.01 par value per share
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New York Stock Exchange
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American Assets Trust, L.P.
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None
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None
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American Assets Trust, Inc.
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None
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American Assets Trust, L.P.
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None
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American Assets Trust, Inc.
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x
Yes
o
No
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American Assets Trust, L.P.
|
o
Yes
x
No
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American Assets Trust, Inc.
|
o
Yes
x
No
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American Assets Trust, L.P.
|
o
Yes
x
No
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American Assets Trust, Inc.
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x
Yes
o
No
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American Assets Trust, L.P.
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x
Yes
o
No
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American Assets Trust, Inc.
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x
Yes
o
No
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American Assets Trust, L.P.
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x
Yes
o
No
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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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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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Smaller reporting company
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o
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Emerging Growth Company
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o
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American Assets Trust, Inc.
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o
Yes
x
No
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American Assets Trust, L.P.
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o
Yes
x
No
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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;
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•
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities; 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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•
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adverse economic or real estate developments in our markets;
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•
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our failure to generate sufficient cash flows to service our outstanding indebtedness;
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•
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defaults on, early terminations of or non-renewal of leases by tenants, including significant tenants;
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•
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difficulties in identifying properties to acquire and completing acquisitions;
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•
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difficulties in completing dispositions;
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•
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our failure to successfully operate acquired properties and operations;
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•
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our inability to develop or redevelop our properties due to market conditions;
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•
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fluctuations in interest rates and increased operating costs;
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•
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risks related to joint venture arrangements;
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•
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our failure to obtain necessary outside financing;
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•
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on-going litigation;
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•
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general economic conditions;
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•
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financial market fluctuations;
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•
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risks that affect the general retail, office, multifamily and mixed-use environment;
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•
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the competitive environment in which we operate;
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•
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decreased rental rates or increased vacancy rates;
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•
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conflicts of interests with our officers or directors;
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•
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lack or insufficient amounts of insurance;
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•
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environmental uncertainties and risks related to adverse weather conditions and natural disasters;
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•
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other factors affecting the real estate industry generally;
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•
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limitations imposed on our business and our ability to satisfy complex rules in order for American Assets Trust, Inc. to continue to qualify as a real estate investment trust, or REIT, for U.S. federal income tax purposes; and
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•
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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.
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ITEM 1.
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BUSINESS
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•
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Irreplaceable Portfolio of High Quality Retail, Office and Multifamily Properties.
We have acquired and developed a high quality portfolio of retail, office and multifamily properties located in affluent neighborhoods and sought-after business centers in Southern California, Northern California, Portland, Oregon, Bellevue, Washington, San Antonio, Texas and Oahu, Hawaii. Many of our properties are located in in-fill locations where developable land is scarce or where we believe current zoning, environmental and entitlement regulations significantly restrict new development. We believe that the location of many of our properties will provide us an advantage in terms of generating higher internal revenue growth on a relative basis.
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•
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Experienced and Committed Senior Management Team with Strong Sponsorship.
The members of our senior management team have significant experience in all aspects of the commercial real estate industry.
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•
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Properties Located in High-Barrier-to-Entry Markets with Strong Real Estate Fundamentals.
Our core markets currently include Southern California, Northern California, Oregon, Washington and Hawaii, which we believe have attractive long-term real estate fundamentals driven by favorable supply and demand characteristics.
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•
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Extensive Market Knowledge and Long-Standing Relationships Facilitate Access to a Pipeline of Acquisition and Leasing Opportunities.
We believe that our in-depth market knowledge and extensive network of long-standing relationships in the real estate industry provide us access to an ongoing pipeline of attractive acquisition and investment opportunities in and near our core markets, while also facilitating our leasing efforts and providing us with opportunities to increase occupancy rates at our properties.
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•
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Internal Growth Prospects through Development, Redevelopment and Repositioning.
The development and redevelopment potential at several of our properties presents compelling growth prospects and our expertise enhances our ability to capitalize on these opportunities.
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•
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Broad Real Estate Expertise with Retail, Office and Multifamily Focus.
Our senior management team has strong experience and capabilities across the real estate sector with significant expertise in the retail, office and multifamily asset classes, which provides for flexibility in pursuing attractive acquisition, development and repositioning opportunities. Ernest Rady, our Chairman, President and Chief Executive Officer, and Robert Barton, our Chief Financial Officer, each have over 30 years of commercial real estate experience, and the other members of senior management each have over 20 years of commercial real estate experience.
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•
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Capitalizing on Acquisition Opportunities in High-Barrier-to-Entry Markets.
We intend to pursue growth through the strategic acquisition of attractively priced, high quality properties that are well located in their submarkets, focusing on markets that generally are characterized by strong supply and demand characteristics, including high barriers to entry and diverse industry bases, that appeal to institutional investors.
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•
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Repositioning/Redevelopment and Development of Office, Retail and Multifamily Properties.
Our strategy is to selectively reposition and redevelop several of our existing or newly-acquired properties, and we will also selectively pursue ground-up development of undeveloped land where we believe we can generate attractive risk-adjusted returns.
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•
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Disciplined Capital Recycling Strategy.
Our strategy is to pursue an efficient asset allocation strategy that maximizes the value of our investments by selectively disposing of properties whose returns appear to have been maximized and redeploying capital into acquisition, repositioning, redevelopment and development opportunities with higher return prospects, in each case in a manner that is consistent with our qualification as a REIT.
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•
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Proactive Asset and Property Management.
We actively manage our properties, employ targeted leasing strategies, leverage our existing tenant relationships and focus on reducing operating expenses to increase occupancy rates at our properties, attract high quality tenants and increase property cash flows, thereby enhancing the value of our properties.
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ITEM 1A.
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RISK FACTORS
|
•
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our cash flow may be insufficient to meet our required principal and interest payments;
|
•
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we may be unable to borrow additional funds as needed or on favorable terms, which could, among other things, adversely affect our ability to meet operational needs;
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•
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we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness;
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•
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we may be forced to dispose of one or more of our properties, possibly on unfavorable terms or in violation of certain covenants to which we may be subject;
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•
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we may violate restrictive covenants in our loan documents, which would entitle the lenders to accelerate our debt obligations; and
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•
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our default under any loan with cross default provisions could result in a default on other indebtedness.
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•
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we may incur significant costs and divert management attention in connection with evaluating and negotiating potential acquisitions, including ones that we are subsequently unable to complete;
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•
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even if we enter into agreements for the acquisition of properties, these agreements are subject to conditions to closing, which we may be unable to satisfy; and
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•
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we may be unable to finance the acquisition on favorable terms or at all.
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•
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even if we are able to acquire a desired property, competition from other potential acquirers may significantly increase the purchase price;
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•
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we may acquire properties that are not accretive to our results upon acquisition, and we may not successfully manage and lease those properties to meet our expectations;
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•
|
our cash flow may be insufficient to meet our required principal and interest payments;
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•
|
we may spend more than budgeted amounts to make necessary improvements or renovations to acquired properties;
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•
|
we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations, and as a result our results of operations and financial condition could be adversely affected;
|
•
|
market conditions may result in higher than expected vacancy rates and lower than expected rental rates; and
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•
|
we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown liabilities, such as liabilities for clean-up of undisclosed environmental contamination, claims by tenants, vendors or other persons dealing with the former owners of the properties, liabilities incurred in the ordinary course of business and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.
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•
|
restrict our ability to incur additional indebtedness;
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•
|
restrict our ability to incur additional liens;
|
•
|
restrict our ability to make certain investments (including certain capital expenditures);
|
•
|
restrict our ability to merge with another company;
|
•
|
restrict our ability to sell or dispose of assets;
|
•
|
restrict our ability to make distributions to American Assets Trust, Inc.'s stockholders or American Assets Trust, L.P.'s unitholders; and
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•
|
require us to satisfy minimum financial coverage ratios, minimum tangible net worth requirements and/or maximum leverage ratios.
|
•
|
borrowers may fail to make debt service payments or pay the principal when due, which may make it necessary for us to foreclose our mortgages or engage in costly negotiations;
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•
|
the value of the mortgaged property may be less than the principal amount of the mortgage note securing the property;
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•
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interest rates payable on the mortgages may be lower than our cost for the funds to acquire these mortgages; and
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•
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the mortgages may be or become subordinated to mechanics' or materialmen's liens or property tax liens, in which case we would need to make payments to maintain the current status of a prior lien or discharge it in its entirety to protect such mortgage investment.
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•
|
decreased demand for retail, office, multifamily and mixed-use space, which would cause market rental rates and property values to be negatively impacted;
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•
|
reduced values of our properties may limit our ability to dispose of assets at attractive prices or to obtain debt financing secured by our properties and may reduce the availability of unsecured loans;
|
•
|
our ability to obtain financing on terms and conditions that we find acceptable, or at all, may be limited, which could reduce our ability to pursue acquisition and development opportunities and refinance existing debt, reduce our returns from our acquisition and development activities and increase our future interest expense; and
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•
|
one or more lenders under our second amended and restated credit facility could refuse to fund their financing commitment to us or could fail and we may not be able to replace the financing commitment of any such lenders on favorable terms, or at all.
|
•
|
competition for guests with other hospitality properties, some of which may have greater marketing and financial resources than the managers of our hospitality properties;
|
•
|
increases in operating costs from inflation, labor costs (including the impact of unionization), workers' compensation and healthcare related costs, utility costs, insurance and other factors that the managers of our hospitality properties may not be able to offset through higher rates;
|
•
|
the fluctuating and seasonal demands of business travelers and tourism, which seasonality may cause quarterly fluctuations in our revenues;
|
•
|
general and local economic conditions that may affect demand for travel in general;
|
•
|
periodic oversupply resulting from excessive new development;
|
•
|
unforeseen events beyond our control, such as terrorist attacks, travel-related health concerns, including pandemics and epidemics, imposition of taxes or surcharges by regulatory authorities, travel-related accidents and unusual weather patterns, including natural disasters such as earthquakes or wildfires; and
|
•
|
decreased reimbursement revenue from the licensor for traveler reward programs.
|
•
|
unsuccessful development or redevelopment opportunities could result in direct expenses to us;
|
•
|
construction or redevelopment costs of a project may exceed original estimates, possibly making the project less profitable than originally estimated, or unprofitable;
|
•
|
time required to complete the construction or redevelopment of a project or to lease up the completed project may be greater than originally anticipated, thereby adversely affecting our cash flow and liquidity;
|
•
|
contractor and subcontractor disputes, strikes, labor disputes or supply disruptions;
|
•
|
failure to achieve expected occupancy and/or rent levels within the projected time frame, if at all;
|
•
|
delays with respect to obtaining or the inability to obtain necessary zoning, occupancy, land use and other governmental permits, and changes in zoning and land use laws;
|
•
|
occupancy rates and rents of a completed project may not be sufficient to make the project profitable;
|
•
|
our ability to dispose of properties developed or redeveloped with the intent to sell could be impacted by the ability of prospective buyers to obtain financing given the current state of the credit markets; and
|
•
|
the availability and pricing of financing to fund our development activities on favorable terms or at all.
|
•
|
general market conditions;
|
•
|
the market's perception of our growth potential;
|
•
|
our current debt levels;
|
•
|
our current and expected future earnings;
|
•
|
our cash flow and cash distributions; and
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•
|
the market price per share of our common stock.
|
•
|
local oversupply or reduction in demand for retail, office, multifamily or mixed-use space;
|
•
|
adverse changes in financial conditions of buyers, sellers and tenants of properties;
|
•
|
vacancies or our inability to rent space on favorable terms, including possible market pressures to offer tenants rent abatements, tenant improvements, early termination rights or below market renewal options, and the need to periodically repair, renovate and re-let space;
|
•
|
increased operating costs, including insurance premiums, utilities, real estate taxes and state and local taxes;
|
•
|
a favorable interest rate environment that may result in a significant number of potential residents of our multifamily apartment communities deciding to purchase homes instead of renting;
|
•
|
rent control or stabilization laws, or other laws regulating rental housing, which could prevent us from raising rents to offset increases in operating costs;
|
•
|
civil unrest, acts of war, terrorist attacks and natural disasters, including earthquakes and floods, which may result in uninsured or underinsured losses;
|
•
|
decreases in the underlying value of our real estate;
|
•
|
changing submarket demographics; and
|
•
|
changing traffic patterns.
|
•
|
discourage a tender offer or other transactions or a change in management or of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interests; or
|
•
|
result in the transfer of shares acquired in excess of the restrictions to a trust for the benefit of a charitable beneficiary and, as a result, the forfeiture by the acquirer of the benefits of owning the additional shares.
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•
|
“business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof or an affiliate or associate of ours who was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding voting stock at any time within the two-year period immediately prior to the date in question) for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter impose fair price and/or supermajority and stockholder voting requirements on these combinations; and
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•
|
“control share” provisions that provide that “control shares” of our company (defined as shares that, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares”) have no voting rights with respect to their control shares, except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
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•
|
redemption rights of qualifying parties;
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•
|
a requirement that we may not be removed as the general partner of our Operating Partnership without our consent;
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•
|
transfer restrictions on common units;
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•
|
our ability, as general partner, in some cases, to amend the partnership agreement and to cause the Operating Partnership to issue units with terms that could delay, defer or prevent a merger or other change of control of us or our Operating Partnership without the consent of the limited partners; and
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•
|
the right of the limited partners to consent to direct or indirect transfers of the general partnership interest, including as a result of a merger or a sale of all or substantially all of our assets, in the event that such transfer requires approval by our common stockholders.
|
•
|
actual receipt of an improper benefit or profit in money, property or services; or
|
•
|
a final judgment based upon a finding of active and deliberate dishonesty by the director or officer that was material to the cause of action adjudicated.
|
•
|
wage and benefit costs;
|
•
|
repair and maintenance expenses;
|
•
|
energy costs;
|
•
|
property taxes;
|
•
|
insurance costs; and
|
•
|
other operating expenses.
|
•
|
we would not be allowed a deduction for distributions to American Assets Trust, Inc.'s stockholders or American Assets Trust, L.P.'s unitholders in computing our taxable income and would be subject to the regular U.S. federal corporate income tax rate;
|
•
|
we also could be subject to increased state and local taxes; and
|
•
|
unless we are entitled to relief under applicable statutory provisions, we could not elect to be taxed as a REIT for four taxable years following the year during which we were disqualified.
|
•
|
temporarily reducing individual U.S. federal income tax rates on ordinary income; the highest individual U.S. federal income tax rate has been reduced from 39.6% to 37% for taxable years beginning after December 31, 2017 and before January 1, 2026;
|
•
|
permanently eliminating the progressive corporate tax rate structure, with a maximum corporate tax rate of 35% and replacing it with a flat corporate tax rate of 21%;
|
•
|
permitting a deduction for certain pass-through business income, including dividends received by our stockholders from us that are not designated by us as capital gain dividends or qualified dividend income, which will allow individuals, trusts, and estates to deduct up to 20% of such amounts for taxable years beginning after December 31, 2017 and before January 1, 2026;
|
•
|
reducing the highest rate of withholding with respect to our distributions to non-U.S. stockholders that are treated as attributable to gains from the sale or exchange of U.S. real property interests from 35% to 21%;
|
•
|
limiting our deduction for net operating losses arising in taxable years beginning after December 31, 2017 to 80% of REIT taxable income (prior to the application of the dividends paid deduction);
|
•
|
generally limiting the deduction for net business interest expense in excess of 30% of a business’s “adjusted taxable income,” except for taxpayers that engage in certain real estate businesses and elect out of this rule (provided that such electing taxpayers must use an alternative depreciation system); and
|
•
|
eliminating the corporate alternative minimum tax.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
Property
|
Location
|
|
Year Built/
Renovated
|
|
Number
of
Buildings
|
|
Net
Rentable
Square
Feet
|
|
Percentage
Leased
|
|
Annualized
Base Rent
|
|
Annualized
Base Rent
Per Leased
Square
Foot
|
|||||||
RETAIL PROPERTIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Carmel Country Plaza
|
San Diego, CA
|
|
1991
|
|
9
|
|
|
78,098
|
|
|
94.6
|
%
|
|
$
|
3,841,618
|
|
|
$
|
52.00
|
|
Carmel Mountain Plaza
(1)
|
San Diego, CA
|
|
1994/2014
|
|
15
|
|
|
528,416
|
|
|
77.4
|
|
|
12,234,245
|
|
|
29.91
|
|
||
South Bay Marketplace
(1)
|
San Diego, CA
|
|
1997
|
|
9
|
|
|
132,877
|
|
|
88.7
|
|
|
2,222,421
|
|
|
18.86
|
|
||
Gateway Marketplace
|
San Diego, CA
|
|
1997/2016
|
|
3
|
|
|
127,861
|
|
|
98.7
|
|
|
2,403,614
|
|
|
19.05
|
|
||
Lomas Santa Fe Plaza
|
Solana Beach, CA
|
|
1972/1997
|
|
9
|
|
|
208,030
|
|
|
97.0
|
|
|
5,971,638
|
|
|
29.59
|
|
||
Solana Beach Towne Centre
|
Solana Beach, CA
|
|
1973/2000/2004
|
|
12
|
|
|
246,730
|
|
|
93.5
|
|
|
5,929,000
|
|
|
25.70
|
|
||
Del Monte Center
(1)
|
Monterey, CA
|
|
1967/1984/2006
|
|
16
|
|
|
673,572
|
|
|
98.3
|
|
|
11,680,190
|
|
|
17.64
|
|
||
Geary Marketplace
|
Walnut Creek, CA
|
|
2012
|
|
3
|
|
|
35,156
|
|
|
95.6
|
|
|
1,156,036
|
|
|
34.40
|
|
||
The Shops at Kalakaua
|
Honolulu, HI
|
|
1971/2006
|
|
3
|
|
|
11,671
|
|
|
100.0
|
|
|
1,981,378
|
|
|
169.77
|
|
||
Waikele Center
|
Waipahu, HI
|
|
1993/2008
|
|
9
|
|
|
418,047
|
|
|
100.0
|
|
|
10,798,380
|
|
|
25.83
|
|
||
Alamo Quarry Market
(1)
|
San Antonio, TX
|
|
1997/1999
|
|
16
|
|
|
588,970
|
|
|
99.5
|
|
|
14,745,038
|
|
|
25.16
|
|
||
Hassalo on Eighth - Retail
(2)
|
Portland, OR
|
|
2015
|
|
3
|
|
|
44,153
|
|
|
76.6
|
|
|
1,079,577
|
|
|
31.92
|
|
||
Subtotal / Weighted Average Retail Portfolio
|
|
|
|
107
|
|
|
3,093,581
|
|
|
93.9
|
%
|
|
$
|
74,043,135
|
|
|
$
|
25.49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
OFFICE PROPERTIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Torrey Reserve Campus
|
San Diego, CA
|
|
1996-2000/2014-2016
|
|
14
|
|
|
516,676
|
|
|
84.1
|
%
|
|
$
|
18,162,561
|
|
|
$
|
41.80
|
|
Torrey Point
|
San Diego, CA
|
|
2017
|
|
2
|
|
|
92,614
|
|
|
32.2
|
|
|
983,599
|
|
|
32.98
|
|
||
Solana Beach Corporate Centre
|
Solana Beach, CA
|
|
1982/2005
|
|
4
|
|
|
212,495
|
|
|
87.8
|
|
|
7,172,493
|
|
|
38.44
|
|
||
The Landmark at One Market
(3)
|
San Francisco, CA
|
|
1917/2000
|
|
1
|
|
|
419,371
|
|
|
100.0
|
|
|
26,940,554
|
|
|
64.24
|
|
||
One Beach Street
|
San Francisco, CA
|
|
1924/1972/1987/1992
|
|
1
|
|
|
97,614
|
|
|
100.0
|
|
|
4,358,102
|
|
|
44.65
|
|
||
First & Main
|
Portland, OR
|
|
2010
|
|
1
|
|
|
360,641
|
|
|
98.7
|
|
|
11,182,650
|
|
|
31.42
|
|
||
Lloyd District Portfolio
|
Portland, OR
|
|
1940-2015
|
|
2
|
|
|
459,603
|
|
|
87.6
|
|
|
10,065,764
|
|
|
25.00
|
|
||
City Center Bellevue
|
Bellevue, WA
|
|
1987
|
|
1
|
|
|
497,472
|
|
|
98.2
|
|
|
18,719,712
|
|
|
38.32
|
|
||
Subtotal / Weighted Average Office Portfolio
|
|
|
|
26
|
|
|
2,656,486
|
|
|
90.9
|
%
|
|
$
|
97,585,435
|
|
|
$
|
40.41
|
|
|
Total / Weighted Average Retail and Office Portfolio
|
|
|
|
133
|
|
|
5,750,067
|
|
|
92.5
|
%
|
|
$
|
171,628,570
|
|
|
$
|
32.27
|
|
Retail Portion
|
Location
|
|
Year Built/
Renovated
|
|
Number
of
Buildings
|
|
Net
Rentable
Square
Feet
|
|
Percent
Leased
|
|
Annualized
Base Rent
|
|
Annualized
Base Rent
Per Leased
Square
Foot
|
|||||||
Waikiki Beach Walk—Retail
(4)
|
Honolulu, HI
|
|
2006
|
|
3
|
|
|
96,707
|
|
|
96.1
|
%
|
|
$
|
10,752,372
|
|
|
$
|
115.70
|
|
Hotel Portion
|
Location
|
|
Year Built/
Renovated
|
|
Number
of
Buildings
|
|
Units
|
|
Average
Occupancy
|
|
Average
Daily Rate
|
|
Revenue
per
Available
Room
|
|||||||
Waikiki Beach Walk—Embassy Suites
TM
|
Honolulu, HI
|
|
2008/2014
|
|
2
|
|
|
369
|
|
|
93.0
|
%
|
|
$
|
319.58
|
|
|
$
|
297.36
|
|
Property
|
Location
|
|
Year Built/
Renovated
|
|
Number
of
Buildings
|
|
Units
|
|
Percentage
Leased
|
|
Annualized
Base Rent
|
|
Average Monthly Base Rent per Leased Unit
|
|||||||
Loma Palisades
|
San Diego, CA
|
|
1958/2001-2008
|
|
80
|
|
|
548
|
|
|
94.3
|
%
|
|
$
|
13,393,860
|
|
|
$
|
2,160
|
|
Imperial Beach Gardens
|
Imperial Beach, CA
|
|
1959/2008
|
|
26
|
|
|
160
|
|
|
90.6
|
|
|
3,507,960
|
|
|
2,017
|
|
||
Mariner’s Point
|
Imperial Beach, CA
|
|
1986
|
|
8
|
|
|
88
|
|
|
90.9
|
|
|
1,707,156
|
|
|
1,778
|
|
||
Santa Fe Park RV Resort
(5)
|
San Diego, CA
|
|
1971/2007-2008
|
|
1
|
|
|
126
|
|
|
88.1
|
|
|
1,230,864
|
|
|
924
|
|
||
Pacific Ridge Apartments
|
San Diego, CA
|
|
2013
|
|
3
|
|
|
533
|
|
|
96.1
|
|
|
16,747,488
|
|
|
2,725
|
|
||
Hassalo on Eighth - Multifamily
(2)
|
Portland, OR
|
|
2015
|
|
3
|
|
|
657
|
|
|
93.2
|
|
|
11,942,347
|
|
|
1,625
|
|
||
Total / Weighted Average Multifamily
|
|
121
|
|
|
2,112
|
|
|
93.6
|
%
|
|
$
|
48,529,675
|
|
|
$
|
2,046
|
|
(1)
|
Net rentable square feet at certain of our retail properties includes square footage leased pursuant to ground leases, as described in the following table:
|
Property
|
Number of Ground Leases
|
|
Square Footage Leased Pursuant to Ground Leases
|
|
Aggregate Annualized Base Rent
|
||||
Carmel Mountain Plaza
|
5
|
|
|
17,607
|
|
|
$
|
709,740
|
|
South Bay Marketplace
|
1
|
|
|
2,824
|
|
|
$
|
102,276
|
|
Del Monte Center
|
1
|
|
|
212,500
|
|
|
$
|
96,000
|
|
Alamo Quarry Market
|
4
|
|
|
31,994
|
|
|
$
|
509,880
|
|
(2)
|
The Hassalo on Eighth property is comprised of three multifamily buildings, each with a ground floor retail component: Velomor, Aster Tower and Elwood.
|
(3)
|
This property contains
419,371
net rentable square feet consisting of The Landmark at One Market (
375,151
net rentable square feet) as well as a separate long-term leasehold interest in approximately
44,220
net rentable square feet of space located in an adjacent six-story leasehold known as the Annex. We currently lease the Annex from an affiliate of the Paramount Group pursuant to a long-term master lease effective through
June 30, 2021
, which we have the option to extend until
2031
pursuant to
two
five
-year extension options.
|
(4)
|
Waikiki Beach Walk-Retail contains
96,707
net rentable square feet consisting of 94,093 net rentable square feet that we own in fee and approximately 2,614 net rentable square feet of space in which we have a subleasehold interest pursuant to a sublease from First Hawaiian Bank effective through December 31, 2021.
|
(5)
|
The Santa Fe Park RV Resort is subject to seasonal variation, with higher rates of occupancy occurring during the summer months. The number of units at the Santa Fe Park RV Resort includes 122 RV spaces and four apartments.
|
•
|
The net rentable square feet for each of our retail properties and the retail portion of our mixed-use property is the sum of (1) the square footages of existing leases, plus (2) for available space, the field-verified square footage. The net rentable square feet for each of our office properties is the sum of (1) the square footages of existing leases, plus (2) for available space, management's estimate of net rentable square feet based, in part, on past leases. The net rentable square feet included in such office leases is generally determined consistently with the Building Owners and Managers Association, or BOMA, 2010 measurement guidelines. Net rentable square footage may be adjusted from the prior period to reflect re-measurement of leased space at the properties.
|
•
|
Percentage leased for each of our retail and office properties and the retail portion of the mixed-use property is calculated as square footage under leases as of
December 31, 2018
, divided by net rentable square feet, expressed as a percentage. The square footage under lease includes leases which may not have commenced as of
December 31, 2018
. Percentage leased for our multifamily properties is calculated as total units rented as of
December 31, 2018
, divided by total units available, expressed as a percentage.
|
•
|
Annualized base rent is calculated by multiplying base rental payments (defined as cash base rents, before abatements) for the month ended
December 31, 2018
, by 12. Annualized base rent per leased square foot is calculated by dividing annualized base rent, by square footage under lease as of
December 31, 2018
. In the case of triple net or modified gross leases, annualized base rent does not include tenant reimbursements for real estate taxes, insurance, common area or other operating expenses. Total abatements for leases in effect as of
December 31, 2018
for our retail and office portfolio equaled approximately
$3.8 million
for the
year ended December 31, 2018
. There were no abatements for the retail portion of our mixed-use portfolio for the
year ended December 31, 2018
. Total abatements for leases in effect as of
December 31, 2018
for our multifamily portfolio equaled approximately
$1.0 million
for the
year ended December 31, 2018
.
|
•
|
Units represent the total number of units available for sale/rent at
December 31, 2018
.
|
•
|
Average occupancy represents the percentage of available units that were sold during the 12-month period ended
December 31, 2018
, and is calculated by dividing the number of units sold by the product of the total number of units and the total number of days in the period. Average daily rate represents the average rate paid for the units sold and is calculated by dividing the total room revenue (i.e., excluding food and beverage revenues or other hotel operations revenues such as telephone, parking and other guest services) for the 12-month period ended
December 31, 2018
, by the number of units sold. Revenue per available room, or RevPAR, represents the total unit revenue per total available units for the 12-month period ended
December 31, 2018
and is calculated by multiplying average occupancy by the average daily rate. RevPAR does not include food and beverage revenues or other hotel operations revenues such as telephone, parking and other guest services.
|
•
|
Average monthly base rent per leased unit represents the average monthly base rent per leased units as of
December 31, 2018
.
|
Tenant
|
|
Property(ies)
|
|
Lease
Expiration
|
|
Total Leased
Square Feet
|
|
Rentable
Square
Feet as a
Percentage
of Total
|
|
Annualized
Base Rent
(1)
|
|
Annualized
Base Rent
as a
Percentage
of Total
|
|||||
salesforce.com, inc.
|
|
The Landmark at One Market
|
|
12/31/2018
6/30/2019 |
|
254,118
|
|
|
4.3
|
%
|
|
$
|
15,002,748
|
|
|
8.2
|
%
|
Autodesk, Inc.
|
|
The Landmark at One Market
|
|
12/31/2022
12/31/2023 |
|
114,664
|
|
|
2.0
|
|
|
9,547,099
|
|
|
5.2
|
|
|
Lowe's
|
|
Waikele Center
|
|
5/31/2028
|
|
155,000
|
|
|
2.7
|
|
|
3,720,000
|
|
|
2.0
|
|
|
Veterans Benefits Administration
|
|
First & Main
|
|
8/31/2020
|
|
93,572
|
|
|
1.6
|
|
|
3,006,453
|
|
|
1.6
|
|
|
Clearesult Operating, LLC (as successor to Portland Energy Conservation)
|
|
First & Main
|
|
4/30/2025
|
|
101,848
|
|
|
1.7
|
|
|
2,735,895
|
|
|
1.5
|
|
|
State of Oregon: Department of Environmental Quality
|
|
Lloyd District Portfolio
|
|
10/31/2031
|
|
87,787
|
|
|
1.5
|
|
|
2,607,730
|
|
|
1.4
|
|
|
Alliant International University
|
|
One Beach Street
|
|
10/31/2019
|
|
64,161
|
|
|
1.1
|
|
|
2,510,982
|
|
|
1.4
|
|
|
VMware, Inc.(2)
|
|
City Center Bellevue
|
|
11/30/2022
3/31/2025 |
|
72,883
|
|
|
1.2
|
|
|
2,404,668
|
|
|
1.3
|
|
|
Nordstrom Rack
|
|
Carmel Mountain Plaza,
Alamo Quarry Market |
|
9/30/2022
10/31/2022 |
|
69,047
|
|
|
1.2
|
|
|
2,189,648
|
|
|
1.2
|
|
|
Treasury Call Center (3)
|
|
First & Main
|
|
8/31/2020
|
|
63,648
|
|
|
1.1
|
|
|
2,184,302
|
|
|
1.2
|
|
|
Quiksilver
|
|
Waikiki Beach Walk
|
|
12/31/2021
|
|
8,365
|
|
|
0.1
|
|
|
2,101,039
|
|
|
1.2
|
|
|
Sprouts Farmers Market
|
|
Solana Beach Towne Centre,
Carmel Mountain Plaza, Geary Marketplace |
|
6/30/2024
3/31/2025 9/30/2032 |
|
71,431
|
|
|
1.2
|
|
|
1,919,436
|
|
|
1.1
|
|
|
California Bank & Trust
|
|
Torrey Reserve Campus
|
|
2/29/2024
|
|
34,731
|
|
|
0.6
|
|
|
1,807,609
|
|
|
1.0
|
|
|
Industrious
|
|
City Center Bellevue
|
|
11/30/2033
|
|
37,166
|
|
|
0.6
|
|
|
1,728,219
|
|
|
0.9
|
|
|
Troutman Sanders, LLP
|
|
Torrey Reserve Campus
First & Main |
|
11/30/2019
4/30/2025 |
|
33,812
|
|
|
0.6
|
|
|
1,603,658
|
|
|
0.9
|
|
|
Smartsheet, Inc.
|
|
City Center Bellevue
|
|
11/30/2022
|
|
53,972
|
|
|
0.9
|
|
|
1,593,788
|
|
|
0.9
|
|
|
Eisneramper LLP
|
|
The Landmark at One Market
|
|
12/31/2018
|
|
19,126
|
|
|
0.3
|
|
|
1,568,332
|
|
|
0.9
|
|
|
Vons
|
|
Lomas Santa Fe Plaza
|
|
12/31/2022
|
|
49,895
|
|
|
0.9
|
|
|
1,399,205
|
|
|
0.8
|
|
|
Old Navy
|
|
Waikele Center,
South Bay Marketplace, Alamo Quarry Market |
|
7/31/2020
4/30/2021 9/30/2022 |
|
59,780
|
|
|
1.0
|
|
|
*
|
|
|
*
|
|
|
Marshalls
|
|
Solana Beach Towne Centre,
Carmel Mountain Plaza |
|
1/31/2025
1/31/2029 |
|
68,055
|
|
|
1.2
|
|
|
1,335,447
|
|
|
0.7
|
|
|
GE Healthcare
|
|
City Center Bellevue
|
|
12/31/2021
|
|
32,304
|
|
|
0.6
|
|
|
1,324,464
|
|
|
0.7
|
|
|
Cisco Systems, Inc.
|
|
City Center Bellevue
|
|
2/28/2023
|
|
29,415
|
|
|
0.5
|
|
|
1,264,845
|
|
|
0.7
|
|
|
Regal Cinemas
|
|
Alamo Quarry Market
|
|
3/31/2023
|
|
72,447
|
|
|
1.2
|
|
|
1,231,599
|
|
|
0.7
|
|
|
Ruth's Chris Steak House
|
|
Torrey Reserve Campus,
Waikiki Beach Walk |
|
1/31/2020
2/29/2028 |
|
14,741
|
|
|
0.3
|
|
|
1,228,570
|
|
|
0.7
|
|
|
Esterline Technologies
|
|
City Center Bellevue
|
|
9/30/2023
|
|
36,870
|
|
|
0.6
|
|
|
1,220,468
|
|
|
0.7
|
|
|
TOTAL
|
|
|
|
|
|
1,698,838
|
|
|
29.0
|
%
|
|
$
|
67,236,204
|
|
|
36.9
|
%
|
*
|
Data withheld at tenant’s request.
|
(1)
|
Annualized base rent is calculated by multiplying (i) base rental payments (defined as cash base rents before abatements) for the month ended
December 31, 2018
for the applicable lease(s) by (ii) 12.
|
(2)
|
The tenant may terminate 17,173 square feet of its lease by giving 6 month notice on or before April 30, 2021.
|
(3)
|
The tenant may terminate its lease at any time with 90 days notice.
|
Region
|
Number of Properties
|
|
Net Rentable Square Feet
|
|
Percentage of Net Rentable Square Feet
(1)
|
|||
Southern California
|
9
|
|
|
2,143,797
|
|
|
36.7
|
%
|
Northern California
|
4
|
|
|
1,225,713
|
|
|
21.0
|
|
Oregon
|
3
|
|
|
864,397
|
|
|
14.8
|
|
Washington
|
1
|
|
|
497,472
|
|
|
8.5
|
|
Texas
|
1
|
|
|
588,970
|
|
|
10.1
|
|
Hawaii
(2)
|
3
|
|
|
526,425
|
|
|
9.0
|
|
Total
|
21
|
|
|
5,846,774
|
|
|
100.0
|
%
|
(1)
|
Percentage of Net Rentable Square Feet is calculated based on the total net rentable square feet available in our retail portfolio, office portfolio and the retail portion of our mixed-use portfolio.
|
(2)
|
Includes the retail portion related to the mixed-use property.
|
Segment
|
Number of Properties
|
|
Property Operating Income
|
|
Percentage of Property Operating Income
|
||||
Retail
|
12
|
|
|
$
|
75,474
|
|
|
36.0
|
%
|
Office
|
8
|
|
|
78,502
|
|
|
37.5
|
|
|
Mixed-Use
|
1
|
|
|
30,186
|
|
|
14.4
|
|
|
Multifamily
|
6
|
|
|
25,250
|
|
|
12.1
|
|
|
Total
|
27
|
|
|
$
|
209,412
|
|
|
100.0
|
%
|
Year of Lease Expiration
|
|
Square
Footage of
Expiring
Leases
|
|
Percentage
of Portfolio
Net
Rentable
Square
Feet
|
|
Annualized Base
Rent
(1)
|
|
Percentage
of Portfolio
Annualized
Base Rent
|
|
Annualized Base Rent Per Leased Square Foot
(2)
|
|||||||
Available
|
|
434,660
|
|
|
7.4
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
Month to Month
|
|
42,049
|
|
|
0.7
|
|
|
783,344
|
|
|
0.4
|
|
|
18.63
|
|
||
2019
|
|
326,002
|
|
|
5.6
|
|
|
14,350,194
|
|
|
7.9
|
|
|
44.02
|
|
||
2020
|
|
591,945
|
|
|
10.1
|
|
|
19,568,840
|
|
|
10.7
|
|
|
33.06
|
|
||
2021
|
|
446,021
|
|
|
7.6
|
|
|
21,405,902
|
|
|
11.7
|
|
|
47.99
|
|
||
2022
|
|
697,099
|
|
|
11.9
|
|
|
26,447,949
|
|
|
14.5
|
|
|
37.94
|
|
||
2023
|
|
671,492
|
|
|
11.5
|
|
|
25,225,628
|
|
|
13.8
|
|
|
37.57
|
|
||
2024
|
|
489,759
|
|
|
8.4
|
|
|
14,843,574
|
|
|
8.1
|
|
|
30.31
|
|
||
2025
|
|
421,536
|
|
|
7.2
|
|
|
12,307,787
|
|
|
6.7
|
|
|
29.20
|
|
||
2026
|
|
233,098
|
|
|
4.0
|
|
|
7,542,467
|
|
|
4.1
|
|
|
32.36
|
|
||
2027
|
|
148,677
|
|
|
2.5
|
|
|
5,053,036
|
|
|
2.8
|
|
|
33.99
|
|
||
2028
|
|
555,573
|
|
|
9.5
|
|
|
10,511,685
|
|
|
5.8
|
|
|
18.92
|
|
||
Thereafter
|
|
571,257
|
|
|
9.8
|
|
|
24,340,533
|
|
|
13.3
|
|
|
42.61
|
|
||
Signed Leases Not Commenced
|
|
217,606
|
|
|
3.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total:
|
|
5,846,774
|
|
|
100.0
|
%
|
|
$
|
182,380,939
|
|
|
100.0
|
%
|
|
$
|
31.19
|
|
(1)
|
Annualized base rent is calculated by multiplying base rental payments (defined as cash base rents (before abatements)) for the month ended
December 31, 2018
for the leases expiring during the applicable period, by 12.
|
(2)
|
Annualized base rent per leased square foot is calculated by dividing annualized base rent for leases expiring during the applicable period by square footage under such expiring leases.
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
Per Share Price
|
|
Dividend per Common Share
|
||||||||
Period
|
|
Low
|
|
High
|
|
|||||||
First Quarter 2017
|
|
$
|
40.80
|
|
|
$
|
44.57
|
|
|
$
|
0.2600
|
|
Second Quarter 2017
|
|
$
|
38.38
|
|
|
$
|
44.53
|
|
|
$
|
0.2600
|
|
Third Quarter 2017
|
|
$
|
38.25
|
|
|
$
|
40.95
|
|
|
$
|
0.2600
|
|
Fourth Quarter 2017
|
|
$
|
37.66
|
|
|
$
|
41.37
|
|
|
$
|
0.2700
|
|
First Quarter 2018
|
|
$
|
31.72
|
|
|
$
|
38.16
|
|
|
$
|
0.2700
|
|
Second Quarter 2018
|
|
$
|
32.45
|
|
|
$
|
38.79
|
|
|
$
|
0.2700
|
|
Third Quarter 2018
|
|
$
|
36.75
|
|
|
$
|
39.64
|
|
|
$
|
0.2700
|
|
Fourth Quarter 2018
|
|
$
|
35.46
|
|
|
$
|
42.81
|
|
|
$
|
0.2800
|
|
Period
|
|
Distribution per Unit
|
||
First Quarter 2017
|
|
$
|
0.26
|
|
Second Quarter 2017
|
|
$
|
0.26
|
|
Third Quarter 2017
|
|
$
|
0.26
|
|
Fourth Quarter 2017
|
|
$
|
0.27
|
|
First Quarter 2018
|
|
$
|
0.27
|
|
Second Quarter 2018
|
|
$
|
0.27
|
|
Third Quarter 2018
|
|
$
|
0.27
|
|
Fourth Quarter 2018
|
|
$
|
0.28
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
American Assets Trust, Inc.
|
||||||||||||||||||
|
Year Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental income
|
$
|
309,537
|
|
|
$
|
298,803
|
|
|
$
|
279,498
|
|
|
$
|
261,887
|
|
|
$
|
246,078
|
|
Other property income
|
21,330
|
|
|
16,180
|
|
|
15,590
|
|
|
13,736
|
|
|
13,922
|
|
|||||
Total revenues
|
330,867
|
|
|
314,983
|
|
|
295,088
|
|
|
275,623
|
|
|
260,000
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental expenses
|
86,482
|
|
|
84,006
|
|
|
79,553
|
|
|
73,187
|
|
|
68,267
|
|
|||||
Real estate taxes
|
34,973
|
|
|
32,671
|
|
|
28,378
|
|
|
24,819
|
|
|
22,964
|
|
|||||
General and administrative
|
22,784
|
|
|
21,382
|
|
|
17,897
|
|
|
20,074
|
|
|
18,532
|
|
|||||
Depreciation and amortization
|
107,093
|
|
|
83,278
|
|
|
71,319
|
|
|
63,392
|
|
|
66,568
|
|
|||||
Total operating expenses
|
251,332
|
|
|
221,337
|
|
|
197,147
|
|
|
181,472
|
|
|
176,331
|
|
|||||
Operating income
|
79,535
|
|
|
93,646
|
|
|
97,941
|
|
|
94,151
|
|
|
83,669
|
|
|||||
Interest expense
|
(52,248
|
)
|
|
(53,848
|
)
|
|
(51,936
|
)
|
|
(47,260
|
)
|
|
(52,965
|
)
|
|||||
Gain on sale of real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
7,121
|
|
|
—
|
|
|||||
Other income (expense), net
|
(85
|
)
|
|
334
|
|
|
(368
|
)
|
|
(97
|
)
|
|
441
|
|
|||||
Net income
|
27,202
|
|
|
40,132
|
|
|
45,637
|
|
|
53,915
|
|
|
31,145
|
|
|||||
Net income attributable to restricted shares
|
(311
|
)
|
|
(241
|
)
|
|
(189
|
)
|
|
(168
|
)
|
|
(374
|
)
|
|||||
Net income attributable to unitholders in the Operating Partnership
|
(7,205
|
)
|
|
(10,814
|
)
|
|
(12,863
|
)
|
|
(15,238
|
)
|
|
(9,015
|
)
|
|||||
Net income attributable to American Assets Trust, Inc. stockholders
|
$
|
19,686
|
|
|
$
|
29,077
|
|
|
$
|
32,585
|
|
|
$
|
38,509
|
|
|
$
|
21,756
|
|
Income from operations attributable to common stockholders per share
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings (loss) per share
|
$
|
0.42
|
|
|
$
|
0.62
|
|
|
$
|
0.72
|
|
|
$
|
0.87
|
|
|
$
|
0.52
|
|
Diluted earnings (loss) per share
|
$
|
0.42
|
|
|
$
|
0.62
|
|
|
$
|
0.72
|
|
|
$
|
0.86
|
|
|
$
|
0.51
|
|
Net income attributable to common stockholders per share
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share
|
$
|
0.42
|
|
|
$
|
0.62
|
|
|
$
|
0.72
|
|
|
$
|
0.87
|
|
|
$
|
0.52
|
|
Diluted earnings per share
|
$
|
0.42
|
|
|
$
|
0.62
|
|
|
$
|
0.72
|
|
|
$
|
0.86
|
|
|
$
|
0.51
|
|
Weighted average shares of common stock outstanding - basic
|
46,950,812
|
|
|
46,715,520
|
|
|
45,332,471
|
|
|
44,439,112
|
|
|
42,041,126
|
|
|||||
Weighted average shares of common stock outstanding - diluted
|
64,136,559
|
|
|
64,087,250
|
|
|
63,228,159
|
|
|
62,339,163
|
|
|
59,947,474
|
|
|||||
Dividends declared per share
|
$
|
1.0900
|
|
|
$
|
1.0500
|
|
|
$
|
1.0100
|
|
|
$
|
0.9475
|
|
|
$
|
0.8925
|
|
|
American Assets Trust, Inc.
|
||||||||||||||||||
|
Year Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net real estate
|
$
|
2,039,853
|
|
|
$
|
2,076,707
|
|
|
$
|
1,831,546
|
|
|
$
|
1,834,862
|
|
|
$
|
1,775,400
|
|
Total assets
|
2,198,250
|
|
|
2,259,864
|
|
|
1,986,933
|
|
|
1,974,289
|
|
|
1,936,401
|
|
|||||
Notes payable and line of credit
|
1,290,772
|
|
|
1,325,020
|
|
|
1,061,530
|
|
|
1,055,613
|
|
|
1,057,450
|
|
|||||
Total liabilities
|
1,395,779
|
|
|
1,415,720
|
|
|
1,148,382
|
|
|
1,145,362
|
|
|
1,169,825
|
|
|||||
Stockholders' equity
|
802,977
|
|
|
833,710
|
|
|
809,556
|
|
|
799,562
|
|
|
735,303
|
|
|||||
Noncontrolling interests
|
(506
|
)
|
|
10,434
|
|
|
28,995
|
|
|
29,365
|
|
|
31,273
|
|
|||||
Total equity
|
802,471
|
|
|
844,144
|
|
|
838,551
|
|
|
828,927
|
|
|
766,576
|
|
|||||
Total liabilities and equity
|
2,198,250
|
|
|
2,259,864
|
|
|
1,986,933
|
|
|
1,974,289
|
|
|
1,936,401
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Funds from operations (FFO)
(1)
|
$
|
134,295
|
|
|
$
|
123,410
|
|
|
$
|
116,956
|
|
|
$
|
110,186
|
|
|
$
|
97,713
|
|
FFO attributable to common stock and units
|
133,990
|
|
|
123,174
|
|
|
116,773
|
|
|
110,027
|
|
|
97,576
|
|
(1)
|
We present FFO because we consider FFO an important supplemental measure of our operating performance and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. We calculate FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts, or NAREIT. FFO represents net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of depreciable operating property, impairment losses, real estate related depreciation and amortization (excluding amortization of deferred financing costs) and after adjustments for unconsolidated partnerships and joint ventures. FFO is a supplemental non-GAAP financial measure. Management uses FFO as a supplemental performance measure because it believes that FFO is beneficial to investors as a starting point in measuring our operational performance. Specifically, in excluding real estate related depreciation and amortization and gains and losses from property dispositions, which do not relate to or are not indicative of operating performance, FFO provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We also believe that, as a widely recognized measure of the performance of REITs, FFO will be used by investors as a basis to compare our operating performance with that of other REITs. However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effects and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited. In addition, other equity REITs may not calculate FFO in accordance with the NAREIT definition as we do, and, accordingly, our FFO may not be comparable to such other REITs' FFO. Accordingly, FFO should be considered only as a supplement to net income as a measure of our performance. FFO should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends or service indebtedness. FFO also should not be used as a supplement to or substitute for cash flow from operating activities computed in accordance with GAAP.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Net income
|
$
|
27,202
|
|
|
$
|
40,132
|
|
|
$
|
45,637
|
|
|
$
|
53,915
|
|
|
$
|
31,145
|
|
Plus: Real estate depreciation and amortization
|
107,093
|
|
|
83,278
|
|
|
71,319
|
|
|
63,392
|
|
|
66,568
|
|
|||||
Less: Gain on sale of real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,121
|
)
|
|
—
|
|
|||||
Funds from operations, as defined by NAREIT
|
134,295
|
|
|
123,410
|
|
|
116,956
|
|
|
110,186
|
|
|
97,713
|
|
|||||
Less: Nonforfeitable dividends on restricted stock awards
|
(305
|
)
|
|
(236
|
)
|
|
(183
|
)
|
|
(159
|
)
|
|
(137
|
)
|
|||||
FFO attributable to common stock and units
|
$
|
133,990
|
|
|
$
|
123,174
|
|
|
$
|
116,773
|
|
|
$
|
110,027
|
|
|
$
|
97,576
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Same-Store
|
23
|
|
|
21
|
|
|
20
|
|
Non-Same Store
|
4
|
|
|
5
|
|
|
4
|
|
Total Properties
|
27
|
|
|
26
|
|
|
24
|
|
|
|
|
|
|
|
|||
Redevelopment Same-Store
|
24
|
|
|
22
|
|
|
22
|
|
|
|
|
|
|
|
|||
Total Development Properties
|
3
|
|
|
4
|
|
|
4
|
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment
|
|
Tenant Improvements and Leasing Commissions
|
|
Maintenance Capital Expenditures
|
|
Total Tenant Improvements, Leasing Commissions and Maintenance Capital Expenditures
|
|
Redevelopment and Expansions
|
|
New Development
|
|
Total Capital Expenditures
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retail Portfolio
|
|
$
|
4,137
|
|
|
$
|
7,498
|
|
|
$
|
11,635
|
|
|
$
|
2,584
|
|
|
$
|
—
|
|
|
$
|
14,219
|
|
Office Portfolio
|
|
28,645
|
|
|
8,439
|
|
|
37,084
|
|
|
6,730
|
|
|
1,378
|
|
|
45,192
|
|
||||||
Multifamily Portfolio
|
|
—
|
|
|
3,659
|
|
|
3,659
|
|
|
—
|
|
|
—
|
|
|
3,659
|
|
||||||
Mixed-Use Portfolio
|
|
336
|
|
|
941
|
|
|
1,277
|
|
|
—
|
|
|
—
|
|
|
1,277
|
|
||||||
Total
|
|
$
|
33,118
|
|
|
$
|
20,537
|
|
|
$
|
53,655
|
|
|
$
|
9,314
|
|
|
$
|
1,378
|
|
|
$
|
64,347
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Year Ended December 31, 2017
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment
|
|
Tenant Improvements and Leasing Commissions
|
|
Maintenance Capital Expenditures
|
|
Total Tenant Improvements, Leasing Commissions and Maintenance Capital Expenditures
|
|
Redevelopment and Expansions
|
|
New Development
|
|
Total Capital Expenditures
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retail Portfolio
|
|
$
|
8,416
|
|
|
$
|
2,050
|
|
|
$
|
10,466
|
|
|
$
|
—
|
|
|
$
|
(54
|
)
|
|
$
|
10,412
|
|
Office Portfolio
|
|
12,856
|
|
|
8,744
|
|
|
21,600
|
|
|
—
|
|
|
13,423
|
|
|
35,023
|
|
||||||
Multifamily Portfolio
|
|
—
|
|
|
6,318
|
|
|
6,318
|
|
|
—
|
|
|
—
|
|
|
6,318
|
|
||||||
Mixed-Use Portfolio
|
|
328
|
|
|
342
|
|
|
670
|
|
|
—
|
|
|
—
|
|
|
670
|
|
||||||
Total
|
|
$
|
21,600
|
|
|
$
|
17,454
|
|
|
$
|
39,054
|
|
|
$
|
—
|
|
|
$
|
13,369
|
|
|
$
|
52,423
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
Change
|
|
%
|
|||||||
Revenues
|
|
|
|
|
|
|
|
|||||||
Rental income
|
$
|
309,537
|
|
|
$
|
298,803
|
|
|
$
|
10,734
|
|
|
4
|
%
|
Other property income
|
21,330
|
|
|
16,180
|
|
|
5,150
|
|
|
32
|
|
|||
Total property revenues
|
330,867
|
|
|
314,983
|
|
|
15,884
|
|
|
5
|
|
|||
Expenses
|
|
|
|
|
|
|
|
|||||||
Rental expenses
|
86,482
|
|
|
84,006
|
|
|
2,476
|
|
|
3
|
|
|||
Real estate taxes
|
34,973
|
|
|
32,671
|
|
|
2,302
|
|
|
7
|
|
|||
Total property expenses
|
121,455
|
|
|
116,677
|
|
|
4,778
|
|
|
4
|
|
|||
Net operating income
|
209,412
|
|
|
198,306
|
|
|
11,106
|
|
|
6
|
|
|||
General and administrative
|
(22,784
|
)
|
|
(21,382
|
)
|
|
(1,402
|
)
|
|
7
|
|
|||
Depreciation and amortization
|
(107,093
|
)
|
|
(83,278
|
)
|
|
(23,815
|
)
|
|
29
|
|
|||
Interest expense
|
(52,248
|
)
|
|
(53,848
|
)
|
|
1,600
|
|
|
(3
|
)
|
|||
Other income (expense), net
|
(85
|
)
|
|
334
|
|
|
(419
|
)
|
|
(125
|
)
|
|||
Net income
|
27,202
|
|
|
40,132
|
|
|
(12,930
|
)
|
|
(32
|
)
|
|||
Net income attributable to restricted shares
|
(311
|
)
|
|
(241
|
)
|
|
(70
|
)
|
|
29
|
|
|||
Net income attributable to unitholders in the Operating Partnership
|
(7,205
|
)
|
|
(10,814
|
)
|
|
3,609
|
|
|
(33
|
)
|
|||
Net income attributable to American Assets Trust, Inc. stockholders
|
$
|
19,686
|
|
|
$
|
29,077
|
|
|
$
|
(9,391
|
)
|
|
(32
|
)%
|
|
Percentage Leased
(1)
Year Ended
December 31,
|
||||
|
2018
|
|
2017
|
||
Retail
|
93.9
|
%
|
|
96.8
|
%
|
Office
|
90.9
|
%
|
|
88.4
|
%
|
Multifamily
|
93.6
|
%
|
|
91.8
|
%
|
Mixed-Use
(2)
|
96.1
|
%
|
|
96.9
|
%
|
(1)
|
The percentage leased includes the square footage under lease, including leases which may not have commenced as of
December 31, 2018
or
December 31, 2017
, as applicable.
|
(2)
|
Includes the retail portion of the mixed-use property only.
|
|
Total Portfolio
|
|
Same-Store Portfolio
(1)
|
||||||||||||||||||||||||||
|
Year Ended December 31,
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
||||||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
%
|
|
2018
|
|
2017
|
|
Change
|
|
%
|
||||||||||||||
Retail
|
$
|
103,671
|
|
|
$
|
102,510
|
|
|
$
|
1,161
|
|
|
1
|
%
|
|
$
|
83,713
|
|
|
$
|
81,558
|
|
|
$
|
2,155
|
|
|
3
|
%
|
Office
|
102,618
|
|
|
100,429
|
|
|
2,189
|
|
|
2
|
|
|
102,175
|
|
|
100,158
|
|
|
2,017
|
|
|
2
|
|
||||||
Multifamily
|
47,076
|
|
|
40,360
|
|
|
6,716
|
|
|
17
|
|
|
30,900
|
|
|
29,876
|
|
|
1,024
|
|
|
3
|
|
||||||
Mixed-Use
|
56,172
|
|
|
55,504
|
|
|
668
|
|
|
1
|
|
|
56,172
|
|
|
55,504
|
|
|
668
|
|
|
1
|
|
||||||
|
$
|
309,537
|
|
|
$
|
298,803
|
|
|
$
|
10,734
|
|
|
4
|
%
|
|
$
|
272,960
|
|
|
$
|
267,096
|
|
|
$
|
5,864
|
|
|
2
|
%
|
(1)
|
For this table and tables following, the same-store portfolio includes the Forever 21 building at Del Monte Center which we acquired on September 1, 2017 after previously owning the underlying land. The same-store portfolio excludes: (i) the Pacific Ridge Apartments as it was acquired on April 28, 2017; (ii) Gateway Marketplace as it was acquired on July 6, 2017; (iii) Waikele Center due to significant redevelopment activity; (iv) Torrey Point, which was placed into operations and became available for occupancy in August 2018 and (v) land held for development.
|
|
Total Portfolio
|
|
Same-Store Portfolio
|
||||||||||||||||||||||||||
|
Year Ended December 31,
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
||||||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
%
|
|
2018
|
|
2017
|
|
Change
|
|
%
|
||||||||||||||
Retail
|
$
|
1,881
|
|
|
$
|
1,458
|
|
|
$
|
423
|
|
|
29
|
%
|
|
$
|
1,021
|
|
|
$
|
457
|
|
|
$
|
564
|
|
|
123
|
%
|
Office
|
9,744
|
|
|
5,265
|
|
|
4,479
|
|
|
85
|
|
|
8,196
|
|
|
5,370
|
|
|
2,826
|
|
|
53
|
|
||||||
Multifamily
|
3,551
|
|
|
3,173
|
|
|
378
|
|
|
12
|
|
|
2,886
|
|
|
2,673
|
|
|
213
|
|
|
8
|
|
||||||
Mixed-Use
|
6,154
|
|
|
6,284
|
|
|
(130
|
)
|
|
(2
|
)
|
|
6,154
|
|
|
6,284
|
|
|
(130
|
)
|
|
(2
|
)
|
||||||
|
$
|
21,330
|
|
|
$
|
16,180
|
|
|
$
|
5,150
|
|
|
32
|
%
|
|
$
|
18,257
|
|
|
$
|
14,784
|
|
|
$
|
3,473
|
|
|
23
|
%
|
|
Total Portfolio
|
|
Same-Store Portfolio
|
||||||||||||||||||||||||||
|
Year Ended December 31,
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
||||||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
%
|
|
2018
|
|
2017
|
|
Change
|
|
%
|
||||||||||||||
Retail
|
$
|
16,273
|
|
|
$
|
15,049
|
|
|
$
|
1,224
|
|
|
8
|
%
|
|
$
|
12,392
|
|
|
$
|
11,979
|
|
|
$
|
413
|
|
|
3
|
%
|
Office
|
21,934
|
|
|
21,860
|
|
|
74
|
|
|
—
|
|
|
21,443
|
|
|
21,292
|
|
|
151
|
|
|
1
|
|
||||||
Multifamily
|
14,264
|
|
|
12,742
|
|
|
1,522
|
|
|
12
|
|
|
10,426
|
|
|
9,825
|
|
|
601
|
|
|
6
|
|
||||||
Mixed-Use
|
34,011
|
|
|
34,355
|
|
|
(344
|
)
|
|
(1
|
)
|
|
34,011
|
|
|
34,355
|
|
|
(344
|
)
|
|
(1
|
)
|
||||||
|
$
|
86,482
|
|
|
$
|
84,006
|
|
|
$
|
2,476
|
|
|
3
|
%
|
|
$
|
78,272
|
|
|
$
|
77,451
|
|
|
$
|
821
|
|
|
1
|
%
|
|
Total Portfolio
|
|
Same-Store Portfolio
|
||||||||||||||||||||||||||
|
Year Ended December 31,
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
||||||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
%
|
|
2018
|
|
2017
|
|
Change
|
|
%
|
||||||||||||||
Retail
|
$
|
13,805
|
|
|
$
|
13,475
|
|
|
$
|
330
|
|
|
2
|
%
|
|
$
|
10,633
|
|
|
$
|
10,371
|
|
|
$
|
262
|
|
|
3
|
%
|
Office
|
11,926
|
|
|
11,260
|
|
|
666
|
|
|
6
|
|
|
11,515
|
|
|
10,970
|
|
|
545
|
|
|
5
|
|
||||||
Multifamily
|
6,177
|
|
|
5,156
|
|
|
1,021
|
|
|
20
|
|
|
3,529
|
|
|
3,305
|
|
|
224
|
|
|
7
|
|
||||||
Mixed-Use
|
3,065
|
|
|
2,780
|
|
|
285
|
|
|
10
|
|
|
3,065
|
|
|
2,780
|
|
|
285
|
|
|
10
|
|
||||||
|
$
|
34,973
|
|
|
$
|
32,671
|
|
|
$
|
2,302
|
|
|
7
|
%
|
|
$
|
28,742
|
|
|
$
|
27,426
|
|
|
$
|
1,316
|
|
|
5
|
%
|
|
Total Portfolio
|
|
Same-Store Portfolio
|
||||||||||||||||||||||||||
|
Year Ended December 31,
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
||||||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
%
|
|
2018
|
|
2017
|
|
Change
|
|
%
|
||||||||||||||
Retail
|
$
|
75,474
|
|
|
$
|
75,444
|
|
|
$
|
30
|
|
|
—
|
%
|
|
$
|
61,709
|
|
|
$
|
59,665
|
|
|
$
|
2,044
|
|
|
3
|
%
|
Office
|
78,502
|
|
|
72,574
|
|
|
5,928
|
|
|
8
|
|
|
77,413
|
|
|
73,266
|
|
|
4,147
|
|
|
6
|
|
||||||
Multifamily
|
30,186
|
|
|
25,635
|
|
|
4,551
|
|
|
18
|
|
|
19,831
|
|
|
19,419
|
|
|
412
|
|
|
2
|
|
||||||
Mixed-Use
|
25,250
|
|
|
24,653
|
|
|
597
|
|
|
2
|
|
|
25,250
|
|
|
24,653
|
|
|
597
|
|
|
2
|
|
||||||
|
$
|
209,412
|
|
|
$
|
198,306
|
|
|
$
|
11,106
|
|
|
6
|
%
|
|
$
|
184,203
|
|
|
$
|
177,003
|
|
|
$
|
7,200
|
|
|
4
|
%
|
|
Year Ended December 31,
|
|
Change
|
|
%
|
|||||||||
|
2017
|
|
2016
|
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|||||||
Rental income
|
$
|
298,803
|
|
|
$
|
279,498
|
|
|
$
|
19,305
|
|
|
7
|
%
|
Other property income
|
16,180
|
|
|
15,590
|
|
|
590
|
|
|
4
|
|
|||
Total property revenues
|
314,983
|
|
|
295,088
|
|
|
19,895
|
|
|
7
|
|
|||
Expenses
|
|
|
|
|
|
|
|
|||||||
Rental expenses
|
84,006
|
|
|
79,553
|
|
|
4,453
|
|
|
6
|
|
|||
Real estate taxes
|
32,671
|
|
|
28,378
|
|
|
4,293
|
|
|
15
|
|
|||
Total property expenses
|
116,677
|
|
|
107,931
|
|
|
8,746
|
|
|
8
|
|
|||
Net operating income
|
198,306
|
|
|
187,157
|
|
|
11,149
|
|
|
6
|
|
|||
General and administrative
|
(21,382
|
)
|
|
(17,897
|
)
|
|
(3,485
|
)
|
|
19
|
|
|||
Depreciation and amortization
|
(83,278
|
)
|
|
(71,319
|
)
|
|
(11,959
|
)
|
|
17
|
|
|||
Interest expense
|
(53,848
|
)
|
|
(51,936
|
)
|
|
(1,912
|
)
|
|
4
|
|
|||
Other income (expense), net
|
334
|
|
|
(368
|
)
|
|
702
|
|
|
(191
|
)
|
|||
Net income
|
40,132
|
|
|
45,637
|
|
|
(5,505
|
)
|
|
(12
|
)
|
|||
Net income attributable to restricted shares
|
(241
|
)
|
|
(189
|
)
|
|
(52
|
)
|
|
28
|
|
|||
Net income attributable to unitholders in the Operating Partnership
|
(10,814
|
)
|
|
(12,863
|
)
|
|
2,049
|
|
|
(16
|
)
|
|||
Net income attributable to American Assets Trust, Inc. stockholders
|
$
|
29,077
|
|
|
$
|
32,585
|
|
|
$
|
(3,508
|
)
|
|
(11
|
)%
|
|
Percentage Leased
(1)
Year Ended
December 31,
|
||||
|
2017
|
|
2016
|
||
Retail
|
96.8
|
%
|
|
96.6
|
%
|
Office
|
88.4
|
%
|
|
90.1
|
%
|
Multifamily
|
91.8
|
%
|
|
90.3
|
%
|
Mixed-Use
(2)
|
96.9
|
%
|
|
98.7
|
%
|
(1)
|
The percentage leased includes the square footage under lease, including leases which may not have commenced as of
December 31, 2017
or
December 31, 2016
, as applicable.
|
(2)
|
Includes the retail portion of the mixed-use property only.
|
|
Total Portfolio
|
|
Same-Store Portfolio
(1)
|
||||||||||||||||||||||||||
|
Year Ended December 31,
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
||||||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
%
|
|
2017
|
|
2016
|
|
Change
|
|
%
|
||||||||||||||
Retail
|
$
|
102,510
|
|
|
$
|
99,655
|
|
|
$
|
2,855
|
|
|
3
|
%
|
|
$
|
99,506
|
|
|
$
|
99,190
|
|
|
$
|
316
|
|
|
—
|
%
|
Office
|
100,429
|
|
|
97,396
|
|
|
3,033
|
|
|
3
|
|
|
82,823
|
|
|
80,490
|
|
|
2,333
|
|
|
3
|
|
||||||
Multifamily
|
40,360
|
|
|
26,998
|
|
|
13,362
|
|
|
49
|
|
|
18,682
|
|
|
18,100
|
|
|
582
|
|
|
3
|
|
||||||
Mixed-Use
|
55,504
|
|
|
55,449
|
|
|
55
|
|
|
—
|
|
|
55,504
|
|
|
55,449
|
|
|
55
|
|
|
—
|
|
||||||
|
$
|
298,803
|
|
|
$
|
279,498
|
|
|
$
|
19,305
|
|
|
7
|
%
|
|
$
|
256,515
|
|
|
$
|
253,229
|
|
|
$
|
3,286
|
|
|
1
|
%
|
(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 on April 28, 2017; (v) Gateway Marketplace, as it was acquired on July 6, 2017; and (vi) land held for development.
|
|
Total Portfolio
|
|
Same-Store Portfolio
|
||||||||||||||||||||||||||
|
Year Ended December 31,
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
||||||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
%
|
|
2017
|
|
2016
|
|
Change
|
|
%
|
||||||||||||||
Retail
|
$
|
15,049
|
|
|
$
|
15,564
|
|
|
$
|
(515
|
)
|
|
(3
|
)%
|
|
$
|
14,513
|
|
|
$
|
15,395
|
|
|
$
|
(882
|
)
|
|
(6
|
)%
|
Office
|
21,860
|
|
|
21,031
|
|
|
829
|
|
|
4
|
|
|
18,355
|
|
|
17,983
|
|
|
372
|
|
|
2
|
|
||||||
Multifamily
|
12,742
|
|
|
9,878
|
|
|
2,864
|
|
|
29
|
|
|
5,192
|
|
|
4,961
|
|
|
231
|
|
|
5
|
|
||||||
Mixed-Use
|
34,355
|
|
|
33,080
|
|
|
1,275
|
|
|
4
|
|
|
34,355
|
|
|
33,080
|
|
|
1,275
|
|
|
4
|
|
||||||
|
$
|
84,006
|
|
|
$
|
79,553
|
|
|
$
|
4,453
|
|
|
6
|
%
|
|
$
|
72,415
|
|
|
$
|
71,419
|
|
|
$
|
996
|
|
|
1
|
%
|
|
Total Portfolio
|
|
Same-Store Portfolio
|
||||||||||||||||||||||||||
|
Year Ended December 31,
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
||||||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
%
|
|
2017
|
|
2016
|
|
Change
|
|
%
|
||||||||||||||
Retail
|
$
|
13,475
|
|
|
$
|
12,370
|
|
|
$
|
1,105
|
|
|
9
|
%
|
|
$
|
12,991
|
|
|
$
|
12,226
|
|
|
$
|
765
|
|
|
6
|
%
|
Office
|
11,260
|
|
|
10,808
|
|
|
452
|
|
|
4
|
|
|
8,999
|
|
|
8,712
|
|
|
287
|
|
|
3
|
|
||||||
Multifamily
|
5,156
|
|
|
2,620
|
|
|
2,536
|
|
|
97
|
|
|
1,740
|
|
|
1,710
|
|
|
30
|
|
|
2
|
|
||||||
Mixed-Use
|
2,780
|
|
|
2,580
|
|
|
200
|
|
|
8
|
|
|
2,780
|
|
|
2,580
|
|
|
200
|
|
|
8
|
|
||||||
|
$
|
32,671
|
|
|
$
|
28,378
|
|
|
$
|
4,293
|
|
|
15
|
%
|
|
$
|
26,510
|
|
|
$
|
25,228
|
|
|
$
|
1,282
|
|
|
5
|
%
|
|
Total Portfolio
|
|
Same-Store Portfolio
|
||||||||||||||||||||||||||
|
Year Ended December 31,
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
||||||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
%
|
|
2017
|
|
2016
|
|
Change
|
|
%
|
||||||||||||||
Retail
|
$
|
75,444
|
|
|
$
|
73,048
|
|
|
$
|
2,396
|
|
|
3
|
%
|
|
$
|
73,272
|
|
|
$
|
72,825
|
|
|
$
|
447
|
|
|
1
|
%
|
Office
|
72,574
|
|
|
71,415
|
|
|
1,159
|
|
|
2
|
|
|
60,768
|
|
|
59,438
|
|
|
1,330
|
|
|
2
|
|
||||||
Multifamily
|
25,635
|
|
|
16,690
|
|
|
8,945
|
|
|
54
|
|
|
13,140
|
|
|
12,683
|
|
|
457
|
|
|
4
|
|
||||||
Mixed-Use
|
24,653
|
|
|
26,004
|
|
|
(1,351
|
)
|
|
(5
|
)
|
|
24,653
|
|
|
26,004
|
|
|
(1,351
|
)
|
|
(5
|
)
|
||||||
|
$
|
198,306
|
|
|
$
|
187,157
|
|
|
$
|
11,149
|
|
|
6
|
%
|
|
$
|
171,833
|
|
|
$
|
170,950
|
|
|
$
|
883
|
|
|
1
|
%
|
|
Payments by Period
|
||||||||||||||||||||||||||
Contractual Obligations
|
Total
|
|
Within
1 Year
|
|
2 Years
|
|
3 Years
|
|
4 Years
|
|
5 Years
|
|
More than
5 Years
|
||||||||||||||
Principal payments on long-term indebtedness
|
$
|
1,232,765
|
|
|
$
|
120,762
|
|
|
$
|
51,003
|
|
|
$
|
150,000
|
|
|
$
|
111,000
|
|
|
$
|
150,000
|
|
|
$
|
650,000
|
|
Line of credit
(1)
|
64,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64,000
|
|
|
—
|
|
|
—
|
|
|||||||
Interest payments
|
265,894
|
|
|
46,513
|
|
|
43,915
|
|
|
41,343
|
|
|
35,925
|
|
|
28,711
|
|
|
69,487
|
|
|||||||
Operating lease
|
8,922
|
|
|
3,347
|
|
|
3,422
|
|
|
2,153
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Tenant-related commitments
|
61,068
|
|
|
60,864
|
|
|
100
|
|
|
104
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Construction-related commitments
|
8,016
|
|
|
8,016
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
$
|
1,640,665
|
|
|
$
|
239,502
|
|
|
$
|
98,440
|
|
|
$
|
193,600
|
|
|
$
|
210,925
|
|
|
$
|
178,711
|
|
|
$
|
719,487
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net operating income
|
$
|
209,412
|
|
|
$
|
198,306
|
|
|
$
|
187,157
|
|
General and administrative
|
(22,784
|
)
|
|
(21,382
|
)
|
|
(17,897
|
)
|
|||
Depreciation and amortization
|
(107,093
|
)
|
|
(83,278
|
)
|
|
(71,319
|
)
|
|||
Interest expense
|
(52,248
|
)
|
|
(53,848
|
)
|
|
(51,936
|
)
|
|||
Other income (expense), net
|
(85
|
)
|
|
334
|
|
|
(368
|
)
|
|||
Net income
|
$
|
27,202
|
|
|
$
|
40,132
|
|
|
$
|
45,637
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
$
|
27,202
|
|
|
$
|
40,132
|
|
|
$
|
45,637
|
|
Plus: Real estate depreciation and amortization
|
107,093
|
|
|
83,278
|
|
|
71,319
|
|
|||
Funds from operations, as defined by NAREIT
|
$
|
134,295
|
|
|
$
|
123,410
|
|
|
$
|
116,956
|
|
Less: Nonforfeitable dividends on restricted stock awards
|
(305
|
)
|
|
(236
|
)
|
|
(183
|
)
|
|||
FFO attributable to common stock and units
|
$
|
133,990
|
|
|
$
|
123,174
|
|
|
$
|
116,773
|
|
FFO per diluted share/unit
|
$
|
2.09
|
|
|
$
|
1.92
|
|
|
$
|
1.85
|
|
Weighted average number of common shares and units, diluted
(1)
|
64,139,437
|
|
|
64,089,921
|
|
|
63,230,829
|
|
(1)
|
For the years ended
December 31, 2018
,
2017
and
2016
the weighted average common shares used to compute FFO per diluted share include unvested restricted stock awards that are subject to time vesting, as the vesting of the restricted stock awards is dilutive in the computation of FFO per diluted shares, but is anti-dilutive for the computation of diluted EPS for the periods. Diluted shares exclude incentive restricted stock as these awards are considered contingently issuable.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
Exhibit No.
|
Description
|
3.1(1)
|
|
3.2(1)
|
|
3.3(2)
|
|
4.1(1)
|
|
10.1(3)
|
|
10.2(3)
|
|
10.3(1)
|
|
10.4(1)
|
|
10.5*
|
|
10.6(1)
|
|
10.7(1)
|
|
10.8(3)
|
|
10.9(1)
|
|
10.10(1)
|
|
10.11(3)
|
|
10.12(4)
|
|
10.13(5)
|
|
10.14(5)
|
|
10.15(6)
|
|
10.16(7)
|
|
10.17(7)
|
|
10.18(8)
|
|
10.19*
|
|
10.20(9)
|
Exhibit No.
|
Description
|
10.21(9)
|
|
10.22(9)
|
|
10.23(10)
|
|
10.24(11)
|
|
10.25(12)
|
|
10.26(13)
|
|
10.27(14)
|
|
10.28(15)
|
|
10.29(16)
|
|
10.30(17)
|
|
10.31(18)
|
|
10.32(18)
|
|
10.33(18)
|
|
10.34(18)
|
|
10.35(18)
|
|
10.36(19)
|
|
10.37(20)
|
|
10.38(20)
|
|
10.39(21)
|
|
10.40(21)
|
|
10.41(21)
|
|
10.42(21)
|
|
10.43(21)
|
|
10.44(22)
|
Exhibit No.
|
Description
|
21.1*
|
|
23.1*
|
|
23.2*
|
|
31.1*
|
|
31.2*
|
|
31.3*
|
|
31.4*
|
|
32.1*
|
|
32.2*
|
|
101*
|
The company's Annual Report on Form 10-K for the year ended December 31, 2018, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statement of Equity, (iv) Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements, tagged as blocks of text
|
*
|
Filed herewith.
|
(1)
|
Incorporated herein by reference to American Assets Trust, Inc.'s Registration Statement on Form S-11, as amended (File No. 333-169326), filed with the Securities and Exchange Commission on September 13, 2010.
|
(2)
|
Incorporated herein by reference to American Assets Trust, Inc.'s Current Report on Form 10-K filed with the Securities and Exchange Commission on February 20, 2015.
|
(3)
|
Incorporated herein by reference to American Assets Trust, Inc.'s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 19, 2011.
|
(4)
|
Incorporated herein by reference to American Assets Trust, Inc.'s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 20, 2011.
|
(5)
|
Incorporated herein by reference to American Assets Trust, Inc.'s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 10, 2012.
|
(6)
|
Incorporated herein by reference to American Assets Trust, Inc’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 7, 2012.
|
(7)
|
Incorporated herein by reference to American Assets Trust, Inc’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 10, 2012.
|
(8)
|
Incorporated herein by reference to American Assets Trust, Inc’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 9, 2014.
|
(9)
|
Incorporated herein by reference to American Assets Trust, Inc’s Current Report on Form 10-Q filed with the Securities and Exchange Commission on May 2, 2014.
|
(10)
|
Incorporated herein by reference to American Assets Trust, Inc.'s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 15, 2014.
|
(11)
|
Incorporated herein by reference to American Assets Trust, Inc.'s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 17, 2014.
|
(12)
|
Incorporated herein by reference to American Assets Trust, Inc.'s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2014.
|
(13)
|
Incorporated herein by reference to American Assets Trust, Inc.'s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 10, 2015.
|
(14)
|
Incorporated herein by reference to American Assets Trust, Inc's Current Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2015.
|
(15)
|
Incorporated herein by reference to American Assets Trust, Inc's Current Report on Form 10-Q filed with the Securities and Exchange Commission on July 29, 2016.
|
(16)
|
Incorporated herein by reference to American Assets Trust, Inc's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2017.
|
(17)
|
Incorporated herein by reference to American Assets Trust, Inc's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 27, 2017.
|
(18)
|
Incorporated herein by reference to American Assets Trust, Inc's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2017.
|
(19)
|
Incorporated herein by reference to American Assets Trust, Inc's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 19, 2017.
|
(20)
|
Incorporated herein by reference to American Assets Trust, Inc's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 9, 2018.
|
(21)
|
Incorporated herein by reference to American Assets Trust, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 5, 2018.
|
(22)
|
Incorporated herein by reference to American Assets Trust, Inc's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 9, 2019.
|
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
Executive Vice President and Chief Financial Officer
|
|
Robert F. Barton
Executive Vice President and Chief Financial Officer
|
(Principal Financial and Accounting Officer)
|
|
(Principal Financial and Accounting Officer)
|
Signature
|
|
Title
|
|
Date
|
/s/ ERNEST RADY
|
|
Chairman of the Board, President and Chief Executive Officer
|
|
February 15, 2019
|
Ernest Rady
|
|
|
||
|
|
|
|
|
/s/ ROBERT F. BARTON
|
|
Executive Vice President, Chief Financial Officer and Treasurer
|
|
February 15, 2019
|
Robert F. Barton
|
|
|
||
|
|
|
|
|
/s/ LARRY E. FINGER
|
|
Director
|
|
February 15, 2019
|
Larry E. Finger
|
|
|
||
|
|
|
|
|
/s/ DUANE A. NELLES
|
|
Director
|
|
February 15, 2019
|
Duane A. Nelles
|
|
|
||
|
|
|
|
|
/s/ THOMAS S. OLINGER
|
|
Director
|
|
February 15, 2019
|
Thomas S. Olinger
|
|
|
||
|
|
|
|
|
/s/ ROBERT S. SULLIVAN
|
|
Director
|
|
February 15, 2019
|
Robert S. Sullivan
|
|
|
|
|
|
|
American Assets Trust, Inc.
|
|
Consolidated Balance Sheets as of
December 31, 2018 and 2017
|
|
Consolidated Statements of
Comprehensive Income for the years ended December 31, 2018, 2017, and 2016
|
|
Consolidated Statements of Equity
for the years ended December 31, 2018, 2017, and 2016
|
|
Consolidated Statements of Cash Flows
for the years ended December 31, 2018, 2017, and 2016
|
|
American Assets Trust, L.P.
|
|
Consolidated Balance Sheets as of
December 31, 2018 and 2017
|
|
Consolidated Statements of
Comprehensive Income for the years ended December 31, 2018, 2017, and 2016
|
|
Consolidated Statements of Cash Flows
for the years ended December 31, 2018, 2017, and 2016
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
ASSETS
|
|
|
|
||||
Real estate, at cost
|
|
|
|
||||
Operating real estate
|
$
|
2,549,571
|
|
|
$
|
2,536,474
|
|
Construction in progress
|
71,228
|
|
|
68,272
|
|
||
Held for development
|
9,392
|
|
|
9,392
|
|
||
|
2,630,191
|
|
|
2,614,138
|
|
||
Accumulated depreciation
|
(590,338
|
)
|
|
(537,431
|
)
|
||
Net real estate
|
2,039,853
|
|
|
2,076,707
|
|
||
Cash and cash equivalents
|
47,956
|
|
|
82,610
|
|
||
Restricted cash
|
9,316
|
|
|
9,344
|
|
||
Accounts receivable, net
|
9,289
|
|
|
9,869
|
|
||
Deferred rent receivables, net
|
39,815
|
|
|
38,973
|
|
||
Other assets, net
|
52,021
|
|
|
42,361
|
|
||
TOTAL ASSETS
|
$
|
2,198,250
|
|
|
$
|
2,259,864
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
LIABILITIES:
|
|
|
|
||||
Secured notes payable
|
$
|
182,572
|
|
|
$
|
279,550
|
|
Unsecured notes payable
|
1,045,863
|
|
|
1,045,470
|
|
||
Unsecured line of credit
|
62,337
|
|
|
—
|
|
||
Accounts payable and accrued expenses
|
46,616
|
|
|
38,069
|
|
||
Security deposits payable
|
8,844
|
|
|
6,570
|
|
||
Other liabilities and deferred credits
|
49,547
|
|
|
46,061
|
|
||
Total liabilities
|
1,395,779
|
|
|
1,415,720
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
||||
EQUITY:
|
|
|
|
||||
American Assets Trust, Inc. stockholders' equity
|
|
|
|
||||
Common stock, $0.01 par value, 490,000,000 shares authorized, 47,335,409 and 47,204,588 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively
|
474
|
|
|
473
|
|
||
Additional paid-in capital
|
920,661
|
|
|
919,066
|
|
||
Accumulated dividends in excess of net income
|
(128,778
|
)
|
|
(97,280
|
)
|
||
Accumulated other comprehensive income
|
10,620
|
|
|
11,451
|
|
||
Total American Assets Trust, Inc. stockholders' equity
|
802,977
|
|
|
833,710
|
|
||
Noncontrolling interests
|
(506
|
)
|
|
10,434
|
|
||
Total equity
|
802,471
|
|
|
844,144
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
2,198,250
|
|
|
$
|
2,259,864
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
REVENUE:
|
|
|
|
|
|
||||||
Rental income
|
$
|
309,537
|
|
|
$
|
298,803
|
|
|
$
|
279,498
|
|
Other property income
|
21,330
|
|
|
16,180
|
|
|
15,590
|
|
|||
Total revenue
|
330,867
|
|
|
314,983
|
|
|
295,088
|
|
|||
EXPENSES:
|
|
|
|
|
|
||||||
Rental expenses
|
86,482
|
|
|
84,006
|
|
|
79,553
|
|
|||
Real estate taxes
|
34,973
|
|
|
32,671
|
|
|
28,378
|
|
|||
General and administrative
|
22,784
|
|
|
21,382
|
|
|
17,897
|
|
|||
Depreciation and amortization
|
107,093
|
|
|
83,278
|
|
|
71,319
|
|
|||
Total operating expenses
|
251,332
|
|
|
221,337
|
|
|
197,147
|
|
|||
OPERATING INCOME
|
79,535
|
|
|
93,646
|
|
|
97,941
|
|
|||
Interest expense
|
(52,248
|
)
|
|
(53,848
|
)
|
|
(51,936
|
)
|
|||
Other income (expense), net
|
(85
|
)
|
|
334
|
|
|
(368
|
)
|
|||
NET INCOME
|
27,202
|
|
|
40,132
|
|
|
45,637
|
|
|||
Net income attributable to restricted shares
|
(311
|
)
|
|
(241
|
)
|
|
(189
|
)
|
|||
Net income attributable to unitholders in the Operating Partnership
|
(7,205
|
)
|
|
(10,814
|
)
|
|
(12,863
|
)
|
|||
NET INCOME ATTRIBUTABLE TO AMERICAN ASSETS TRUST, INC. STOCKHOLDERS
|
$
|
19,686
|
|
|
$
|
29,077
|
|
|
$
|
32,585
|
|
EARNINGS PER COMMON SHARE, BASIC
|
|
|
|
|
|
||||||
Basic income attributable to common stockholders per share
|
$
|
0.42
|
|
|
$
|
0.62
|
|
|
$
|
0.72
|
|
Weighted average shares of common stock outstanding - basic
|
46,950,812
|
|
|
46,715,520
|
|
|
45,332,471
|
|
|||
EARNINGS PER COMMON SHARE, DILUTED
|
|
|
|
|
|
||||||
Diluted income attributable to common stockholders per share
|
$
|
0.42
|
|
|
$
|
0.62
|
|
|
$
|
0.72
|
|
Weighted average shares of common stock outstanding - diluted
|
64,136,559
|
|
|
64,087,250
|
|
|
63,228,159
|
|
|||
|
|
|
|
|
|
||||||
COMPREHENSIVE INCOME
|
|
|
|
|
|
||||||
Net income
|
$
|
27,202
|
|
|
$
|
40,132
|
|
|
$
|
45,637
|
|
Other comprehensive gain - unrealized gain on swap derivative during the period
|
120
|
|
|
386
|
|
|
17,048
|
|
|||
Reclassification of amortization of forward starting swap included in interest expense
|
(1,279
|
)
|
|
(1,114
|
)
|
|
(231
|
)
|
|||
Comprehensive income
|
26,043
|
|
|
39,404
|
|
|
62,454
|
|
|||
Comprehensive income attributable to noncontrolling interest
|
(6,877
|
)
|
|
(10,433
|
)
|
|
(17,624
|
)
|
|||
Comprehensive income attributable to American Assets Trust, Inc.
|
$
|
19,166
|
|
|
$
|
28,971
|
|
|
$
|
44,830
|
|
|
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, 2015
|
45,407,719
|
|
|
$
|
454
|
|
|
$
|
863,432
|
|
|
$
|
(64,066
|
)
|
|
$
|
(258
|
)
|
|
$
|
29,365
|
|
|
$
|
828,927
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
32,774
|
|
|
—
|
|
|
12,863
|
|
|
45,637
|
|
||||||
Common shares issued
|
219,480
|
|
|
2
|
|
|
9,638
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,640
|
|
||||||
Issuance of restricted stock
|
148,110
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Forfeiture of restricted stock
|
(33,707
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Conversion of operating partnership units
|
10,694
|
|
|
—
|
|
|
(79
|
)
|
|
—
|
|
|
—
|
|
|
79
|
|
|
—
|
|
||||||
Dividends declared and paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(46,004
|
)
|
|
—
|
|
|
(18,073
|
)
|
|
(64,077
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
2,414
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,414
|
|
||||||
Shares withheld for employee taxes
|
(20,187
|
)
|
|
—
|
|
|
(807
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(807
|
)
|
||||||
Other comprehensive income - change in value of interest rate swap
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,222
|
|
|
4,826
|
|
|
17,048
|
|
||||||
Reclassification of amortization of forward starting swap included in interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(166
|
)
|
|
(65
|
)
|
|
(231
|
)
|
||||||
Balance at December 31, 2016
|
45,732,109
|
|
|
457
|
|
|
874,597
|
|
|
(77,296
|
)
|
|
11,798
|
|
|
28,995
|
|
|
838,551
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
29,318
|
|
|
—
|
|
|
10,814
|
|
|
40,132
|
|
||||||
Common shares issued
|
700,000
|
|
|
7
|
|
|
29,866
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,873
|
|
||||||
Issuance of restricted stock
|
150,098
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Forfeiture of restricted stock
|
(48,624
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Conversion of operating partnership units
|
693,842
|
|
|
7
|
|
|
10,752
|
|
|
—
|
|
|
—
|
|
|
(10,759
|
)
|
|
—
|
|
||||||
Dividends declared and paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(49,302
|
)
|
|
—
|
|
|
(18,235
|
)
|
|
(67,537
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
4,735
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,735
|
|
||||||
Shares withheld for employee taxes
|
(22,837
|
)
|
|
—
|
|
|
(882
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(882
|
)
|
||||||
Other comprehensive loss - change in value of interest rate swap
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,310
|
)
|
|
(2,971
|
)
|
|
(10,281
|
)
|
||||||
Other comprehensive income - unrealized gain on forward-starting interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,775
|
|
|
2,892
|
|
|
10,667
|
|
||||||
Reclassification of amortization of forward starting swap included in interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(812
|
)
|
|
(302
|
)
|
|
(1,114
|
)
|
||||||
Balance at December 31, 2017
|
47,204,588
|
|
|
473
|
|
|
919,066
|
|
|
(97,280
|
)
|
|
11,451
|
|
|
10,434
|
|
|
844,144
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
19,997
|
|
|
—
|
|
|
7,205
|
|
|
27,202
|
|
||||||
Issuance of restricted stock
|
205,110
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Forfeiture of restricted stock
|
(78,975
|
)
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Conversion of operating partnership units
|
17,372
|
|
|
—
|
|
|
(916
|
)
|
|
—
|
|
|
—
|
|
|
916
|
|
|
—
|
|
||||||
Dividends declared and paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(51,495
|
)
|
|
—
|
|
|
(18,733
|
)
|
|
(70,228
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
3,039
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,039
|
|
Shares withheld for employee taxes
|
(12,686
|
)
|
|
—
|
|
|
(527
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(527
|
)
|
||||||
Other comprehensive income - change in value of interest rate swap
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
105
|
|
|
15
|
|
|
120
|
|
||||||
Reclassification of amortization of forward-starting swap included in interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(936
|
)
|
|
(343
|
)
|
|
(1,279
|
)
|
||||||
Balance at December 31, 2018
|
47,335,409
|
|
|
$
|
474
|
|
|
$
|
920,661
|
|
|
$
|
(128,778
|
)
|
|
$
|
10,620
|
|
|
$
|
(506
|
)
|
|
$
|
802,471
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
|
$
|
27,202
|
|
|
$
|
40,132
|
|
|
$
|
45,637
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Deferred rent revenue and amortization of lease intangibles
|
(1,157
|
)
|
|
(2,547
|
)
|
|
(2,637
|
)
|
|||
Depreciation and amortization
|
107,093
|
|
|
83,278
|
|
|
71,319
|
|
|||
Amortization of debt issuance costs and debt fair value adjustments
|
1,530
|
|
|
3,058
|
|
|
4,473
|
|
|||
Stock-based compensation expense
|
3,039
|
|
|
4,735
|
|
|
2,414
|
|
|||
Settlement of forward interest rate swap agreement
|
—
|
|
|
10,667
|
|
|
—
|
|
|||
Other noncash interest expense
|
(1,279
|
)
|
|
(1,114
|
)
|
|
(231
|
)
|
|||
Other, net
|
383
|
|
|
901
|
|
|
(769
|
)
|
|||
Changes in operating assets and liabilities
|
|
|
|
|
|
||||||
Change in accounts receivable
|
(336
|
)
|
|
(1,116
|
)
|
|
(2,347
|
)
|
|||
Change in other assets
|
(227
|
)
|
|
(499
|
)
|
|
(982
|
)
|
|||
Change in accounts payable and accrued expenses
|
(3,297
|
)
|
|
7,632
|
|
|
1,371
|
|
|||
Change in security deposits payable
|
2,274
|
|
|
456
|
|
|
158
|
|
|||
Change in other liabilities and deferred credits
|
1,282
|
|
|
270
|
|
|
2,275
|
|
|||
Net cash provided by operating activities
|
136,507
|
|
|
145,853
|
|
|
120,681
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Acquisition of real estate, net
|
—
|
|
|
(278,141
|
)
|
|
—
|
|
|||
Capital expenditures
|
(54,411
|
)
|
|
(47,496
|
)
|
|
(59,633
|
)
|
|||
Leasing commissions
|
(9,936
|
)
|
|
(4,927
|
)
|
|
(3,572
|
)
|
|||
Net cash used in investing activities
|
(64,347
|
)
|
|
(330,564
|
)
|
|
(63,205
|
)
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Repayment of secured notes payable
|
(97,124
|
)
|
|
(167,139
|
)
|
|
(136,974
|
)
|
|||
Proceeds from unsecured term loan
|
—
|
|
|
—
|
|
|
150,000
|
|
|||
Proceeds from unsecured line of credit
|
84,000
|
|
|
173,000
|
|
|
34,000
|
|
|||
Repayment of unsecured line of credit
|
(20,000
|
)
|
|
(193,000
|
)
|
|
(44,000
|
)
|
|||
Proceeds from issuance of unsecured notes payable
|
—
|
|
|
450,000
|
|
|
—
|
|
|||
Debt issuance costs
|
(2,727
|
)
|
|
(2,401
|
)
|
|
(2,055
|
)
|
|||
Proceeds from issuance of common stock, net
|
(236
|
)
|
|
29,873
|
|
|
9,640
|
|
|||
Dividends paid to common stock and unitholders
|
(70,228
|
)
|
|
(67,537
|
)
|
|
(64,077
|
)
|
|||
Shares withheld for employee taxes
|
(527
|
)
|
|
(882
|
)
|
|
(807
|
)
|
|||
Net cash provided by (used in) financing activities
|
(106,842
|
)
|
|
221,914
|
|
|
(54,273
|
)
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
(34,682
|
)
|
|
37,203
|
|
|
3,203
|
|
|||
Cash, cash equivalents and restricted cash, beginning of year
|
91,954
|
|
|
54,751
|
|
|
51,548
|
|
|||
Cash, cash equivalents and restricted cash, end of year
|
$
|
57,272
|
|
|
$
|
91,954
|
|
|
$
|
54,751
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash and cash equivalents
|
$
|
47,956
|
|
|
$
|
82,610
|
|
|
$
|
44,801
|
|
Restricted cash
|
9,316
|
|
|
9,344
|
|
|
9,950
|
|
|||
Total cash, cash equivalents and restricted cash shown in Statement of Cash Flows
|
$
|
57,272
|
|
|
$
|
91,954
|
|
|
$
|
54,751
|
|
|
December 31,
|
|
December 31,
|
||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
ASSETS
|
|
|
|
||||
Real estate, at cost
|
|
|
|
||||
Operating real estate
|
$
|
2,549,571
|
|
|
$
|
2,536,474
|
|
Construction in progress
|
71,228
|
|
|
68,272
|
|
||
Held for development
|
9,392
|
|
|
9,392
|
|
||
|
2,630,191
|
|
|
2,614,138
|
|
||
Accumulated depreciation
|
(590,338
|
)
|
|
(537,431
|
)
|
||
Net real estate
|
2,039,853
|
|
|
2,076,707
|
|
||
Cash and cash equivalents
|
47,956
|
|
|
82,610
|
|
||
Restricted cash
|
9,316
|
|
|
9,344
|
|
||
Accounts receivable, net
|
9,289
|
|
|
9,869
|
|
||
Deferred rent receivables, net
|
39,815
|
|
|
38,973
|
|
||
Other assets, net
|
52,021
|
|
|
42,361
|
|
||
TOTAL ASSETS
|
$
|
2,198,250
|
|
|
$
|
2,259,864
|
|
LIABILITIES AND CAPITAL
|
|
|
|
||||
LIABILITIES:
|
|
|
|
||||
Secured notes payable
|
$
|
182,572
|
|
|
$
|
279,550
|
|
Unsecured notes payable
|
1,045,863
|
|
|
1,045,470
|
|
||
Unsecured line of credit
|
62,337
|
|
|
—
|
|
||
Accounts payable and accrued expenses
|
46,616
|
|
|
38,069
|
|
||
Security deposits payable
|
8,844
|
|
|
6,570
|
|
||
Other liabilities and deferred credits
|
49,547
|
|
|
46,061
|
|
||
Total liabilities
|
1,395,779
|
|
|
1,415,720
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
||||
CAPITAL:
|
|
|
|
||||
Limited partners' capital, 17,177,608 and 17,194,980 units issued and outstanding as of December 31, 2018 and December 31, 2017, respectively
|
(4,477
|
)
|
|
6,135
|
|
||
General partner's capital, 47,335,409 and 47,204,588 units issued and outstanding as of December 31, 2018 and December 31, 2017, respectively
|
792,357
|
|
|
822,259
|
|
||
Accumulated other comprehensive income
|
14,591
|
|
|
15,750
|
|
||
Total capital
|
802,471
|
|
|
844,144
|
|
||
TOTAL LIABILITIES AND CAPITAL
|
$
|
2,198,250
|
|
|
$
|
2,259,864
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
REVENUE:
|
|
|
|
|
|
||||||
Rental income
|
$
|
309,537
|
|
|
$
|
298,803
|
|
|
$
|
279,498
|
|
Other property income
|
21,330
|
|
|
16,180
|
|
|
15,590
|
|
|||
Total revenue
|
330,867
|
|
|
314,983
|
|
|
295,088
|
|
|||
EXPENSES:
|
|
|
|
|
|
||||||
Rental expenses
|
86,482
|
|
|
84,006
|
|
|
79,553
|
|
|||
Real estate taxes
|
34,973
|
|
|
32,671
|
|
|
28,378
|
|
|||
General and administrative
|
22,784
|
|
|
21,382
|
|
|
17,897
|
|
|||
Depreciation and amortization
|
107,093
|
|
|
83,278
|
|
|
71,319
|
|
|||
Total operating expenses
|
251,332
|
|
|
221,337
|
|
|
197,147
|
|
|||
OPERATING INCOME
|
79,535
|
|
|
93,646
|
|
|
97,941
|
|
|||
Interest expense
|
(52,248
|
)
|
|
(53,848
|
)
|
|
(51,936
|
)
|
|||
Other income (expense), net
|
(85
|
)
|
|
334
|
|
|
(368
|
)
|
|||
NET INCOME
|
27,202
|
|
|
40,132
|
|
|
45,637
|
|
|||
Net income attributable to restricted shares
|
(311
|
)
|
|
(241
|
)
|
|
(189
|
)
|
|||
NET INCOME ATTRIBUTABLE TO AMERICAN ASSETS TRUST, L.P.
|
$
|
26,891
|
|
|
$
|
39,891
|
|
|
$
|
45,448
|
|
EARNINGS PER UNIT - BASIC
|
|
|
|
|
|
||||||
Earnings per unit, basic
|
$
|
0.42
|
|
|
$
|
0.62
|
|
|
$
|
0.72
|
|
Weighted average units outstanding, basic
|
64,136,559
|
|
|
64,087,250
|
|
|
63,228,159
|
|
|||
EARNINGS PER UNIT - DILUTED
|
|
|
|
|
|
||||||
Earnings per unit, diluted
|
$
|
0.42
|
|
|
$
|
0.62
|
|
|
$
|
0.72
|
|
Weighted average units outstanding, diluted
|
64,136,559
|
|
|
64,087,250
|
|
|
63,228,159
|
|
|||
|
|
|
|
|
|
||||||
DISTRIBUTIONS PER UNIT
|
$
|
1.09
|
|
|
$
|
1.05
|
|
|
$
|
1.01
|
|
|
|
|
|
|
|
||||||
COMPREHENSIVE INCOME
|
|
|
|
|
|
||||||
Net income
|
$
|
27,202
|
|
|
$
|
40,132
|
|
|
$
|
45,637
|
|
Other comprehensive gain - unrealized gain on swap derivative during the period
|
120
|
|
|
386
|
|
|
17,048
|
|
|||
Reclassification of amortization of forward starting swap included in interest expense
|
(1,279
|
)
|
|
(1,114
|
)
|
|
(231
|
)
|
|||
Comprehensive income
|
26,043
|
|
|
39,404
|
|
|
62,454
|
|
|||
Comprehensive income attributable to Limited Partners
|
(6,877
|
)
|
|
(10,433
|
)
|
|
(17,624
|
)
|
|||
Comprehensive income attributable to General Partners
|
$
|
19,166
|
|
|
$
|
28,971
|
|
|
$
|
44,830
|
|
|
Limited Partners' Capital
(1)
|
|
General Partners' Capital
(2)
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Capital
|
||||||||||||||
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
|||||||||||||
Balance at December 31, 2015
|
17,899,516
|
|
|
$
|
29,446
|
|
|
45,407,719
|
|
|
$
|
799,820
|
|
|
$
|
(339
|
)
|
|
$
|
828,927
|
|
Net income
|
—
|
|
|
12,863
|
|
|
—
|
|
|
32,774
|
|
|
—
|
|
|
45,637
|
|
||||
Contributions from American Assets Trust, Inc.
|
—
|
|
|
—
|
|
|
219,480
|
|
|
9,640
|
|
|
—
|
|
|
9,640
|
|
||||
Conversion of operating partnership units
|
(10,694
|
)
|
|
79
|
|
|
10,694
|
|
|
(79
|
)
|
|
—
|
|
|
—
|
|
||||
Issuance of restricted units
|
—
|
|
|
—
|
|
|
148,110
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Forfeiture of restricted units
|
—
|
|
|
—
|
|
|
(33,707
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Distributions
|
—
|
|
|
(18,073
|
)
|
|
—
|
|
|
(46,004
|
)
|
|
—
|
|
|
(64,077
|
)
|
||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
2,414
|
|
|
—
|
|
|
2,414
|
|
||||
Units withheld for employee taxes
|
—
|
|
|
—
|
|
|
(20,187
|
)
|
|
(807
|
)
|
|
—
|
|
|
(807
|
)
|
||||
Other comprehensive loss - change in value of interest rate swap
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,048
|
|
|
17,048
|
|
||||
Reclassification of amortization of forward starting swap included in interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(231
|
)
|
|
(231
|
)
|
||||
Balance at December 31, 2016
|
17,888,822
|
|
|
24,315
|
|
|
45,732,109
|
|
|
797,758
|
|
|
16,478
|
|
|
838,551
|
|
||||
Net income
|
—
|
|
|
10,814
|
|
|
—
|
|
|
29,318
|
|
|
—
|
|
|
40,132
|
|
||||
Contributions from American Assets Trust, Inc.
|
—
|
|
|
—
|
|
|
700,000
|
|
|
29,873
|
|
|
—
|
|
|
29,873
|
|
||||
Conversion of operating partnership units
|
(693,842
|
)
|
|
(10,759
|
)
|
|
693,842
|
|
|
10,759
|
|
|
—
|
|
|
—
|
|
||||
Issuance of restricted units
|
—
|
|
|
—
|
|
|
150,098
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Forfeiture of restricted units
|
—
|
|
|
—
|
|
|
(48,624
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Distributions
|
—
|
|
|
(18,235
|
)
|
|
—
|
|
|
(49,302
|
)
|
|
—
|
|
|
(67,537
|
)
|
||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
4,735
|
|
|
—
|
|
|
4,735
|
|
||||
Units withheld for employee taxes
|
—
|
|
|
—
|
|
|
(22,837
|
)
|
|
(882
|
)
|
|
—
|
|
|
(882
|
)
|
||||
Other comprehensive loss - change in value of interest rate swap
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,281
|
)
|
|
(10,281
|
)
|
||||
Reclassification of amortization of forward-starting swap included in interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,667
|
|
|
10,667
|
|
||||
Reclassification of amortization of forward starting swap included in interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,114
|
)
|
|
(1,114
|
)
|
||||
Balance at December 31, 2017
|
17,194,980
|
|
|
6,135
|
|
|
47,204,588
|
|
|
822,259
|
|
|
15,750
|
|
|
844,144
|
|
||||
Net income
|
—
|
|
|
7,205
|
|
|
—
|
|
|
19,997
|
|
|
—
|
|
|
27,202
|
|
||||
Conversion of operating partnership units
|
(17,372
|
)
|
|
916
|
|
|
17,372
|
|
|
(916
|
)
|
|
—
|
|
|
—
|
|
||||
Issuance of restricted units
|
—
|
|
|
—
|
|
|
205,110
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Forfeiture of restricted units
|
—
|
|
|
—
|
|
|
(78,975
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Distributions
|
—
|
|
|
(18,733
|
)
|
|
—
|
|
|
(51,495
|
)
|
|
—
|
|
|
(70,228
|
)
|
||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
3,039
|
|
|
—
|
|
|
3,039
|
|
||||
Units withheld for employee taxes
|
—
|
|
|
—
|
|
|
(12,686
|
)
|
|
(527
|
)
|
|
—
|
|
|
(527
|
)
|
Other comprehensive loss - change in value of interest rate swap
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
120
|
|
|
120
|
|
||||
Reclassification of amortization of forward-starting swap included in interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,279
|
)
|
|
(1,279
|
)
|
||||
Balance at December 31, 2018
|
17,177,608
|
|
|
$
|
(4,477
|
)
|
|
47,335,409
|
|
|
$
|
792,357
|
|
|
$
|
14,591
|
|
|
$
|
802,471
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
|
$
|
27,202
|
|
|
$
|
40,132
|
|
|
$
|
45,637
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Deferred rent revenue and amortization of lease intangibles
|
(1,157
|
)
|
|
(2,547
|
)
|
|
(2,637
|
)
|
|||
Depreciation and amortization
|
107,093
|
|
|
83,278
|
|
|
71,319
|
|
|||
Amortization of debt issuance costs and debt fair value adjustments
|
1,530
|
|
|
3,058
|
|
|
4,473
|
|
|||
Stock-based compensation expense
|
3,039
|
|
|
4,735
|
|
|
2,414
|
|
|||
Settlement of forward interest rate swap agreement
|
—
|
|
|
10,667
|
|
|
—
|
|
|||
Other noncash interest expense
|
(1,279
|
)
|
|
(1,114
|
)
|
|
(231
|
)
|
|||
Other, net
|
383
|
|
|
901
|
|
|
(769
|
)
|
|||
Changes in operating assets and liabilities
|
|
|
|
|
|
||||||
Change in accounts receivable
|
(336
|
)
|
|
(1,116
|
)
|
|
(2,347
|
)
|
|||
Change in other assets
|
(227
|
)
|
|
(499
|
)
|
|
(982
|
)
|
|||
Change in accounts payable and accrued expenses
|
(3,297
|
)
|
|
7,632
|
|
|
1,371
|
|
|||
Change in security deposits payable
|
2,274
|
|
|
456
|
|
|
158
|
|
|||
Change in other liabilities and deferred credits
|
1,282
|
|
|
270
|
|
|
2,275
|
|
|||
Net cash provided by operating activities
|
136,507
|
|
|
145,853
|
|
|
120,681
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Acquisition of real estate, net
|
—
|
|
|
(278,141
|
)
|
|
—
|
|
|||
Capital expenditures
|
(54,411
|
)
|
|
(47,496
|
)
|
|
(59,633
|
)
|
|||
Leasing commissions
|
(9,936
|
)
|
|
(4,927
|
)
|
|
(3,572
|
)
|
|||
Net cash used in investing activities
|
(64,347
|
)
|
|
(330,564
|
)
|
|
(63,205
|
)
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Repayment of secured notes payable
|
(97,124
|
)
|
|
(167,139
|
)
|
|
(136,974
|
)
|
|||
Proceeds from unsecured term loan
|
—
|
|
|
—
|
|
|
150,000
|
|
|||
Proceeds from unsecured line of credit
|
84,000
|
|
|
173,000
|
|
|
34,000
|
|
|||
Repayment of unsecured line of credit
|
(20,000
|
)
|
|
(193,000
|
)
|
|
(44,000
|
)
|
|||
Proceeds from issuance of unsecured notes payable
|
—
|
|
|
450,000
|
|
|
—
|
|
|||
Debt issuance costs
|
(2,727
|
)
|
|
(2,401
|
)
|
|
(2,055
|
)
|
|||
Contributions from American Assets Trust, Inc.
|
(236
|
)
|
|
29,873
|
|
|
9,640
|
|
|||
Distributions
|
(70,228
|
)
|
|
(67,537
|
)
|
|
(64,077
|
)
|
|||
Shares withheld for employee taxes
|
(527
|
)
|
|
(882
|
)
|
|
(807
|
)
|
|||
Net cash provided by (used in) financing activities
|
(106,842
|
)
|
|
221,914
|
|
|
(54,273
|
)
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
(34,682
|
)
|
|
37,203
|
|
|
3,203
|
|
|||
Cash, cash equivalents and restricted cash, beginning of year
|
91,954
|
|
|
54,751
|
|
|
51,548
|
|
|||
Cash, cash equivalents and restricted cash, end of year
|
$
|
57,272
|
|
|
$
|
91,954
|
|
|
$
|
54,751
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash and cash equivalents
|
$
|
47,956
|
|
|
$
|
82,610
|
|
|
$
|
44,801
|
|
Restricted cash
|
9,316
|
|
|
9,344
|
|
|
9,950
|
|
|||
Total cash, cash equivalents and restricted cash shown in Statement of Cash Flows
|
$
|
57,272
|
|
|
$
|
91,954
|
|
|
$
|
54,751
|
|
Office
|
||
Torrey Reserve Campus
|
First & Main
|
|
Torrey Point
|
Lloyd District Portfolio
|
|
Solana Beach Corporate Centre
|
City Center Bellevue
|
|
The Landmark at One Market
|
|
|
One Beach Street
|
|
|
Multifamily
|
||
Loma Palisades
|
Hassalo on Eighth - Multifamily
|
|
Imperial Beach Gardens
|
|
|
Mariner's Point
|
|
|
Santa Fe Park RV Resort
|
|
|
Pacific Ridge Apartments
|
|
|
Mixed-Use
|
|
|
Waikiki Beach Walk Retail and Embassy Suites™ Hotel
|
|
Held for Development and Construction in Progress
|
||
Solana Beach Corporate Centre – Land
|
|
|
Solana Beach – Highway 101 – Land
|
|
|
Lloyd District Portfolio – Construction in Progress
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Supplemental cash flow information
|
|
|
|
|
|
||||||
Total interest costs incurred
|
$
|
53,736
|
|
|
$
|
55,418
|
|
|
$
|
53,487
|
|
Interest capitalized
|
$
|
1,488
|
|
|
$
|
1,570
|
|
|
$
|
1,551
|
|
Interest expense
|
$
|
52,248
|
|
|
$
|
53,848
|
|
|
$
|
51,936
|
|
Cash paid for interest, net of amounts capitalized
|
$
|
52,632
|
|
|
$
|
47,473
|
|
|
$
|
47,793
|
|
Cash paid for income taxes
|
$
|
462
|
|
|
$
|
461
|
|
|
$
|
641
|
|
Supplemental schedule of noncash investing and financing activities
|
|
|
|
|
|
||||||
Increase (decrease) in accounts payable and accrued liabilities for construction in progress
|
$
|
8,379
|
|
|
$
|
(2,746
|
)
|
|
$
|
(435
|
)
|
Increase (decrease) in accrued leasing commissions
|
$
|
3,534
|
|
|
$
|
726
|
|
|
$
|
(355
|
)
|
Reduction to capital for prepaid equity financing costs
|
$
|
241
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Retail
|
|
Office
|
|
Multifamily
|
|
Mixed-Use
|
|
Total
|
|
||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Land
|
$
|
262,860
|
|
|
$
|
143,467
|
|
|
$
|
72,668
|
|
|
$
|
76,635
|
|
|
$
|
555,630
|
|
|
Buildings
|
516,566
|
|
|
743,474
|
|
|
389,831
|
|
|
125,859
|
|
|
1,775,730
|
|
|
|||||
Land improvements
|
43,412
|
|
|
8,825
|
|
|
6,778
|
|
|
2,606
|
|
|
61,621
|
|
|
|||||
Tenant improvements
|
70,210
|
|
|
91,612
|
|
|
—
|
|
|
1,918
|
|
|
163,740
|
|
|
|||||
Furniture, fixtures, and equipment
|
570
|
|
|
2,671
|
|
|
13,844
|
|
|
6,826
|
|
|
23,911
|
|
|
|||||
Construction in progress
|
8,598
|
|
|
39,511
|
|
|
854
|
|
|
596
|
|
|
49,559
|
|
(1)
|
|||||
|
902,216
|
|
|
1,029,560
|
|
|
483,975
|
|
|
214,440
|
|
|
2,630,191
|
|
|
|||||
Accumulated depreciation
|
(273,482
|
)
|
|
(206,986
|
)
|
|
(71,933
|
)
|
|
(37,937
|
)
|
|
(590,338
|
)
|
|
|||||
Net real estate
|
$
|
628,734
|
|
|
$
|
822,574
|
|
|
$
|
412,042
|
|
|
$
|
176,503
|
|
|
$
|
2,039,853
|
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Land
|
$
|
262,860
|
|
|
$
|
143,575
|
|
|
$
|
72,668
|
|
|
$
|
76,635
|
|
|
$
|
555,738
|
|
|
Buildings
|
548,062
|
|
|
705,999
|
|
|
383,210
|
|
|
125,859
|
|
|
1,763,130
|
|
|
|||||
Land improvements
|
42,401
|
|
|
9,313
|
|
|
6,758
|
|
|
2,606
|
|
|
61,078
|
|
|
|||||
Tenant improvements
|
67,879
|
|
|
80,968
|
|
|
—
|
|
|
1,955
|
|
|
150,802
|
|
|
|||||
Furniture, fixtures, and equipment
|
372
|
|
|
2,085
|
|
|
12,377
|
|
|
6,429
|
|
|
21,263
|
|
|
|||||
Construction in progress
|
3,086
|
|
|
52,512
|
|
|
6,505
|
|
|
24
|
|
|
62,127
|
|
(1)
|
|||||
|
924,660
|
|
|
994,452
|
|
|
481,518
|
|
|
213,508
|
|
|
2,614,138
|
|
|
|||||
Accumulated depreciation
|
(266,006
|
)
|
|
(181,331
|
)
|
|
(57,474
|
)
|
|
(32,620
|
)
|
|
(537,431
|
)
|
|
|||||
Net real estate
|
$
|
658,654
|
|
|
$
|
813,121
|
|
|
$
|
424,044
|
|
|
$
|
180,888
|
|
|
$
|
2,076,707
|
|
|
|
Pacific Ridge Apartments
|
Gateway Marketplace
|
||||
Land
|
$
|
47,971
|
|
$
|
17,363
|
|
Building
|
171,813
|
|
19,192
|
|
||
Land improvements
|
3,403
|
|
1,522
|
|
||
Furniture, fixtures, and equipment
|
3,281
|
|
930
|
|
||
Total real estate
|
226,468
|
|
39,007
|
|
||
Lease intangibles
|
5,592
|
|
2,920
|
|
||
Prepaid expenses and other assets
|
424
|
|
—
|
|
||
Assets acquired
|
$
|
232,484
|
|
$
|
41,927
|
|
Accounts payable and accrued expenses
|
$
|
74
|
|
$
|
203
|
|
Security deposits payable
|
673
|
|
22
|
|
||
Other liabilities and deferred credits
|
49
|
|
1,034
|
|
||
Liabilities assumed
|
$
|
796
|
|
$
|
1,259
|
|
|
Pacific Ridge Apartments
|
Gateway
Marketplace
|
Total
|
||||||
Revenues
|
$
|
10,983
|
|
$
|
1,667
|
|
$
|
12,650
|
|
Operating expenses
|
$
|
15,238
|
|
$
|
1,082
|
|
$
|
16,320
|
|
Operating (loss) income
|
$
|
(4,255
|
)
|
$
|
585
|
|
$
|
(3,670
|
)
|
Net (loss) income attributable to American Assets Trust, Inc.
|
$
|
(4,255
|
)
|
$
|
585
|
|
$
|
(3,670
|
)
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
||||||||||||
|
As Reported
|
|
ProForma
|
|
As Reported
|
|
ProForma
|
||||||||
Total revenue
|
$
|
314,983
|
|
|
$
|
322,050
|
|
|
$
|
295,088
|
|
|
$
|
312,414
|
|
Total operating expenses
|
$
|
221,337
|
|
|
$
|
230,796
|
|
|
$
|
197,147
|
|
|
$
|
215,631
|
|
Operating income
|
$
|
93,646
|
|
|
$
|
91,255
|
|
|
$
|
97,941
|
|
|
$
|
96,783
|
|
Net income
|
$
|
40,132
|
|
|
$
|
36,433
|
|
|
$
|
45,637
|
|
|
$
|
41,916
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
In-place leases
|
$
|
40,884
|
|
|
$
|
54,206
|
|
Accumulated amortization
|
(34,603
|
)
|
|
(45,835
|
)
|
||
Above market leases
|
11,963
|
|
|
21,262
|
|
||
Accumulated amortization
|
(11,445
|
)
|
|
(20,084
|
)
|
||
Acquired lease intangible assets, net
|
$
|
6,799
|
|
|
$
|
9,549
|
|
Below market leases
|
$
|
63,172
|
|
|
$
|
67,423
|
|
Accumulated accretion
|
(37,220
|
)
|
|
(37,241
|
)
|
||
Acquired lease intangible liabilities, net
|
$
|
25,952
|
|
|
$
|
30,182
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Amortization of in-place leases
|
$
|
(2,090
|
)
|
|
$
|
(8,769
|
)
|
|
$
|
(4,029
|
)
|
Amortization of above market leases
|
(660
|
)
|
|
(934
|
)
|
|
(1,248
|
)
|
|||
Amortization of below market leases
|
4,230
|
|
|
4,239
|
|
|
4,719
|
|
|||
Net income (loss)
|
$
|
1,480
|
|
|
$
|
(5,464
|
)
|
|
$
|
(558
|
)
|
|
In-Place
Leases
|
|
Above Market
Leases
|
|
Below Market
Leases
|
||||||
Year Ending December 31,
|
|
|
|
|
|
||||||
2019
|
$
|
1,620
|
|
|
$
|
339
|
|
|
$
|
3,478
|
|
2020
|
1,053
|
|
|
58
|
|
|
2,647
|
|
|||
2021
|
719
|
|
|
28
|
|
|
2,414
|
|
|||
2022
|
632
|
|
|
28
|
|
|
2,242
|
|
|||
2023
|
539
|
|
|
27
|
|
|
2,073
|
|
|||
Thereafter
|
1,718
|
|
|
38
|
|
|
13,098
|
|
|||
|
$
|
6,281
|
|
|
$
|
518
|
|
|
$
|
25,952
|
|
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
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||||||
Deferred compensation liability
|
$
|
—
|
|
$
|
1,424
|
|
$
|
—
|
|
$
|
1,424
|
|
|
$
|
—
|
|
$
|
1,156
|
|
$
|
—
|
|
$
|
1,156
|
|
Interest rate swap asset
|
$
|
—
|
|
$
|
6,002
|
|
$
|
—
|
|
$
|
6,002
|
|
|
$
|
—
|
|
$
|
5,091
|
|
$
|
—
|
|
$
|
5,091
|
|
Interest rate swap liability
|
$
|
—
|
|
$
|
801
|
|
$
|
—
|
|
$
|
801
|
|
|
$
|
—
|
|
$
|
10
|
|
$
|
—
|
|
$
|
10
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Secured notes payable
|
$
|
182,572
|
|
|
$
|
183,253
|
|
|
$
|
279,550
|
|
|
$
|
286,156
|
|
Unsecured term loan
|
$
|
248,765
|
|
|
$
|
250,000
|
|
|
$
|
248,839
|
|
|
$
|
250,000
|
|
Unsecured senior guaranteed notes
|
$
|
797,098
|
|
|
$
|
790,267
|
|
|
$
|
796,631
|
|
|
$
|
802,699
|
|
Unsecured line of credit
|
$
|
62,337
|
|
|
$
|
64,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Leasing commissions, net of accumulated amortization of $28,597 and $28,318, respectively
|
$
|
28,796
|
|
|
$
|
20,633
|
|
Interest rate swap asset
|
6,002
|
|
|
5,091
|
|
||
Acquired above market leases, net
|
518
|
|
|
1,178
|
|
||
Acquired in-place leases, net
|
6,281
|
|
|
8,371
|
|
||
Lease incentives, net of accumulated amortization of $299 and $136, respectively
|
747
|
|
|
916
|
|
||
Other intangible assets, net of accumulated amortization of $981 and $1,115, respectively
|
2,994
|
|
|
227
|
|
||
Prepaid expenses, deposits and other
|
6,683
|
|
|
5,945
|
|
||
Total other assets
|
$
|
52,021
|
|
|
$
|
42,361
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Acquired below market leases, net
|
$
|
25,952
|
|
|
$
|
30,182
|
|
Prepaid rent and deferred revenue
|
11,634
|
|
|
8,429
|
|
||
Interest rate swap liability
|
801
|
|
|
10
|
|
||
Straight-line rent liability
|
7,393
|
|
|
4,428
|
|
||
Deferred rent expense and lease intangible
|
2,210
|
|
|
1,670
|
|
||
Deferred compensation
|
1,424
|
|
|
1,156
|
|
||
Deferred tax liability
|
93
|
|
|
123
|
|
||
Other liabilities
|
40
|
|
|
63
|
|
||
Total other liabilities and deferred credits, net
|
$
|
49,547
|
|
|
$
|
46,061
|
|
Description of Debt
|
Principal Balance as of
|
|
Stated Interest Rate
|
|
Stated Maturity Date
|
|||||||
December 31, 2018
|
|
December 31, 2017
|
|
as of December 31, 2018
|
|
|||||||
Loma Palisades
(1)(2)
|
—
|
|
|
73,744
|
|
|
6.09
|
%
|
|
July 1, 2018
|
||
One Beach Street
(1)(3)
|
—
|
|
|
21,900
|
|
|
3.94
|
%
|
|
April 1, 2019
|
||
Torrey Reserve—North Court
(4)
|
19,620
|
|
|
20,023
|
|
|
7.22
|
%
|
|
June 1, 2019
|
||
Torrey Reserve—VCI, VCII, VCIII
(4)
|
6,635
|
|
|
6,764
|
|
|
6.36
|
%
|
|
June 1, 2020
|
||
Solana Beach Corporate Centre I-II
(4)
|
10,502
|
|
|
10,721
|
|
|
5.91
|
%
|
|
June 1, 2020
|
||
Solana Beach Towne Centre
(4)
|
35,008
|
|
|
35,737
|
|
|
5.91
|
%
|
|
June 1, 2020
|
||
City Center Bellevue
(1)
|
111,000
|
|
|
111,000
|
|
|
3.98
|
%
|
|
November 1, 2022
|
||
|
182,765
|
|
|
279,889
|
|
|
|
|
|
|||
Debt issuance costs, net of accumulated amortization of $671 and $1,191, respectively
|
(193
|
)
|
|
(339
|
)
|
|
|
|
|
|||
Total Secured Notes Payable
|
$
|
182,572
|
|
|
$
|
279,550
|
|
|
|
|
|
(1)
|
Interest only.
|
(2)
|
Loan repaid in full, without premium or penalty, on March 30, 2018.
|
(3)
|
Loan repaid in full, without premium or penalty, on November 30, 2018.
|
(4)
|
Principal payments based on a
30
-year amortization schedule.
|
Description of Debt
|
Principal Balance as of
|
|
Stated Interest Rate
|
|
Stated Maturity Date
|
|
|||||||
December 31, 2018
|
|
December 31, 2017
|
|
as of December 31, 2018
|
|
|
|||||||
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 F
|
100,000
|
|
|
100,000
|
|
|
3.78
|
%
|
(6)
|
July 19, 2024
|
|
||
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
|
|
|
250,000
|
|
|
4.29
|
%
|
(7)
|
March 1, 2027
|
|
||
Senior Guaranteed Notes, Series E
|
100,000
|
|
|
100,000
|
|
|
4.24
|
%
|
(8)
|
May 23, 2029
|
|
||
|
1,050,000
|
|
|
1,050,000
|
|
|
|
|
|
|
|||
Debt issuance costs, net of accumulated amortization of $6,844 and $5,866, respectively
|
(4,137
|
)
|
|
(4,530
|
)
|
|
|
|
|
|
|||
Total Unsecured Notes Payable
|
$
|
1,045,863
|
|
|
$
|
1,045,470
|
|
|
|
|
|
|
(1)
|
The company has entered into an interest rate swap agreement that is intended to fix the interest rate associated with the Term Loan at approximately
3.08%
through its maturity date and extension options, subject to adjustments based on the Operating Partnership's consolidated leverage ratio.
|
(2)
|
The Operating Partnership's Term Loan A had a maturity date of January 9, 2019 with no options to extend Term Loan A. However, on January 9, 2019, we extended Term Loan A to a maturity date of January 9, 2021 with an option to extend Term Loan A up to three times, with each such extension for a 12-month period. The foregoing extension options are exercisable by the Operating Partnership subject to the satisfaction of certain conditions.
|
(3)
|
The company 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
(see Note
8
). 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 a treasury lock contract on May 31, 2017, which was settled on June 23, 2017 at a loss of approximately
$0.5 million
. The treasury lock contract was deemed to be a highly effective cash flow hedge, accordingly, the effective interest rate is approximately
3.85%
per annum.
|
(7)
|
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 highly effective cash flow hedges, accordingly, the effective interest rate is approximately
3.87%
per annum.
|
(8)
|
The Operating Partnership 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.
|
2019
|
$
|
120,762
|
|
2020
|
51,003
|
|
|
2021
|
150,000
|
|
|
2022
|
111,000
|
|
|
2023
|
150,000
|
|
|
Thereafter
|
650,000
|
|
|
|
$
|
1,232,765
|
|
•
|
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
40%
,
|
•
|
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.
|
•
|
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
40%
,
|
•
|
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%
, and
|
•
|
Recourse indebtedness at any time cannot exceed
15%
of total asset value.
|
Swap Counterparty
|
|
Notional Amount
|
|
Effective Date
|
|
Maturity Date
|
|
Fair Value
|
||||
Bank of America, N.A.
|
|
$
|
100,000
|
|
|
1/9/2014
|
|
1/9/2019
|
|
$
|
18
|
|
U.S. Bank N.A.
|
|
$
|
100,000
|
|
|
3/1/2016
|
|
3/1/2023
|
|
$
|
3,976
|
|
Wells Fargo Bank, N.A.
|
|
$
|
50,000
|
|
|
5/2/2016
|
|
3/1/2023
|
|
$
|
2,008
|
|
Bank of America, N.A.
|
|
$
|
100,000
|
|
|
1/9/2019
|
|
1/9/2021
|
|
$
|
(801
|
)
|
Period
|
|
Amount per Share/Unit
|
|
Period Covered
|
|
Dividend Paid Date
|
||
First Quarter 2016
|
|
$
|
0.25
|
|
|
January 1, 2016 to March 31, 2016
|
|
March 25, 2016
|
Second Quarter 2016
|
|
$
|
0.25
|
|
|
April 1, 2016 to June 30, 2016
|
|
June 24, 2016
|
Third Quarter 2016
|
|
$
|
0.25
|
|
|
July 1, 2016 to September 30, 2016
|
|
September 29, 2016
|
Fourth Quarter 2016
|
|
$
|
0.26
|
|
|
October 1, 2016 to December 31, 2016
|
|
December 22, 2016
|
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
|
Third Quarter 2017
|
|
$
|
0.26
|
|
|
July 1, 2017 to September 30, 2017
|
|
September 28, 2017
|
Fourth Quarter 2017
|
|
$
|
0.27
|
|
|
October 1, 2017 to December 31, 2017
|
|
December 21, 2017
|
First Quarter 2018
|
|
$
|
0.27
|
|
|
January 1, 2018 to March 31, 2018
|
|
March 19, 2018
|
Second Quarter 2018
|
|
$
|
0.27
|
|
|
April 1, 2018 to June 30, 2018
|
|
June 28, 2018
|
Third Quarter 2018
|
|
$
|
0.27
|
|
|
July 1, 2018 to September 30, 2018
|
|
September 27, 2018
|
Fourth Quarter 2018
|
|
$
|
0.28
|
|
|
October 1, 2018 to December 31, 2018
|
|
December 27, 2018
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
|
Per Share
|
|
%
|
|
Per Share
|
|
%
|
|
Per Share
|
|
%
|
|||||||||
Ordinary income
|
|
$
|
1.05
|
|
|
96.3
|
%
|
|
$
|
1.05
|
|
|
100.0
|
%
|
|
$
|
1.01
|
|
|
100.0
|
%
|
Capital gain
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Return of capital
|
|
0.04
|
|
|
3.7
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Total
|
|
$
|
1.09
|
|
|
100.0
|
%
|
|
$
|
1.05
|
|
|
100.0
|
%
|
|
$
|
1.01
|
|
|
100.0
|
%
|
Grant
|
Fair Value at Grant Date
|
Number
|
|
June 14, 2016
(1)
|
$40.81
|
4,900
|
|
December 1, 2016
(2)
|
$28.24 - $35.71
|
143,210
|
|
June 13, 2017
(1)
|
$40.99
|
4,880
|
|
December 15, 2017
(3)
|
$27.27
|
145,218
|
|
June 12, 2018
(1)
|
$37.58
|
5,320
|
|
December 6, 2018
(4)
|
$25.68 - $28.18
|
199,790
|
|
(1)
|
Restricted common stock issued to members of the company's non-employee directors. These awards of restricted stock will vest subject to the director's continued service on the Board of Directors on the earlier of (i) the one year anniversary of the date of grant or (ii) the date of the next annual meeting of our stockholders, if such non-employee director continues his or her service on the Board of Directors until the next annual meeting of stockholders, but not thereafter, pursuant to our independent director compensation policy.
|
(2)
|
Restricted common stock issued to certain of the company's senior management and other employees, which are subject to pre-defined market specific performance criteria based vesting. Up to one-third of the shares of restricted stock may vest based on performance calculations determined as of November 30, 2017, 2018 and 2019, subject to the employee's continued employment on those dates.
|
(3)
|
Restricted common stock issued to certain of the company's senior management and other employees, which are subject to pre-defined market specific performance criteria based vesting. Shares of restricted stock may vest based on performance calculations determined as of November 30, 2018, subject to the employee's continued employment on that date.
|
(4)
|
Restricted common stock issued to certain of the company's senior management and other employees, which are subject to quantitative and qualitative performance criteria based vesting. Up to one-third of the shares of restricted stock may vest based on such performance criteria determined as of November 30, 2019, 2020 and 2021, subject to the employee's continued employment on those dates.
|
|
2018
|
|||||
|
Units
|
|
Weighted Average Grant Date Fair Value
|
|||
Balance at beginning of year
|
268,768
|
|
|
$
|
29.89
|
|
Granted
|
205,110
|
|
|
27.25
|
|
|
Vested
|
(52,810
|
)
|
|
30.04
|
|
|
Forfeited
|
(78,975
|
)
|
|
29.70
|
|
|
Balance at end of year
|
342,093
|
|
|
$
|
28.33
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
NUMERATOR
|
|
|
|
|
|
||||||
Net income from operations
|
$
|
27,202
|
|
|
$
|
40,132
|
|
|
$
|
45,637
|
|
Less: Net income attributable to restricted shares
|
(311
|
)
|
|
(241
|
)
|
|
(189
|
)
|
|||
Less: Income from operations attributable to unitholders in the Operating Partnership
|
(7,205
|
)
|
|
(10,814
|
)
|
|
(12,863
|
)
|
|||
Net income attributable to common stockholders—basic
|
$
|
19,686
|
|
|
$
|
29,077
|
|
|
$
|
32,585
|
|
Income from operations attributable to American Assets Trust, Inc. common stockholders—basic
|
$
|
19,686
|
|
|
$
|
29,077
|
|
|
$
|
32,585
|
|
Plus: Income from operations attributable to unitholders in the Operating Partnership
|
7,205
|
|
|
10,814
|
|
|
12,863
|
|
|||
Net income attributable to common stockholders—diluted
|
$
|
26,891
|
|
|
$
|
39,891
|
|
|
$
|
45,448
|
|
DENOMINATOR
|
|
|
|
|
|
||||||
Weighted average common shares outstanding—basic
|
46,950,812
|
|
|
46,715,520
|
|
|
45,332,471
|
|
|||
Effect of dilutive securities—conversion of Operating Partnership units
|
17,185,747
|
|
|
17,371,730
|
|
|
17,895,688
|
|
|||
Weighted average common shares outstanding—diluted
|
64,136,559
|
|
|
64,087,250
|
|
|
63,228,159
|
|
|||
|
|
|
|
|
|
||||||
Earnings per common share, basic
|
$
|
0.42
|
|
|
$
|
0.62
|
|
|
$
|
0.72
|
|
|
|
|
|
|
|
||||||
Earnings per common share, diluted
|
$
|
0.42
|
|
|
$
|
0.62
|
|
|
$
|
0.72
|
|
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
132
|
|
State
|
465
|
|
|
422
|
|
|
341
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
(192
|
)
|
|
(208
|
)
|
|
93
|
|
|||
Provision for income taxes
|
$
|
327
|
|
|
$
|
214
|
|
|
$
|
566
|
|
2019
|
$
|
3,347
|
|
|
2020
|
3,422
|
|
|
|
2021
|
2,153
|
|
|
|
2022
|
—
|
|
|
|
2023
|
—
|
|
|
|
Thereafter
|
—
|
|
|
|
Total
|
$
|
8,922
|
|
|
2019
|
$
|
177,144
|
|
2020
|
172,821
|
|
|
2021
|
157,611
|
|
|
2022
|
138,787
|
|
|
2023
|
116,985
|
|
|
Thereafter
|
412,934
|
|
|
Total
|
$
|
1,176,282
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Minimum rents
|
|
|
|
|
|
||||||
Retail
|
$
|
77,147
|
|
|
$
|
76,201
|
|
|
$
|
74,050
|
|
Office
|
95,081
|
|
|
93,128
|
|
|
90,281
|
|
|||
Multifamily
|
46,897
|
|
|
40,217
|
|
|
26,962
|
|
|||
Mixed-Use
|
11,019
|
|
|
10,564
|
|
|
10,616
|
|
|||
Cost reimbursement
|
34,584
|
|
|
34,267
|
|
|
33,610
|
|
|||
Percentage rent
|
3,149
|
|
|
3,214
|
|
|
3,096
|
|
|||
Hotel revenue
|
40,049
|
|
|
39,545
|
|
|
39,371
|
|
|||
Other
|
1,611
|
|
|
1,667
|
|
|
1,512
|
|
|||
Total rental income
|
$
|
309,537
|
|
|
$
|
298,803
|
|
|
$
|
279,498
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Rental operating
|
$
|
37,322
|
|
|
$
|
34,944
|
|
|
$
|
31,709
|
|
Hotel operating
|
24,030
|
|
|
24,254
|
|
|
23,607
|
|
|||
Repairs and maintenance
|
13,486
|
|
|
13,136
|
|
|
12,705
|
|
|||
Marketing
|
2,108
|
|
|
2,053
|
|
|
2,117
|
|
|||
Rent
|
3,216
|
|
|
3,119
|
|
|
2,925
|
|
|||
Hawaii excise tax
|
4,333
|
|
|
4,454
|
|
|
4,511
|
|
|||
Management fees
|
1,987
|
|
|
2,046
|
|
|
1,979
|
|
|||
Total rental expenses
|
$
|
86,482
|
|
|
$
|
84,006
|
|
|
$
|
79,553
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Interest and investment income
|
$
|
238
|
|
|
$
|
548
|
|
|
$
|
72
|
|
Income tax expense
|
(327
|
)
|
|
(214
|
)
|
|
(566
|
)
|
|||
Other non-operating income
|
4
|
|
|
—
|
|
|
126
|
|
|||
Total other income (expense)
|
$
|
(85
|
)
|
|
$
|
334
|
|
|
$
|
(368
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Total Retail
|
|
|
|
|
|
||||||
Property revenue
|
$
|
105,552
|
|
|
$
|
103,968
|
|
|
$
|
100,982
|
|
Property expense
|
(30,078
|
)
|
|
(28,524
|
)
|
|
(27,934
|
)
|
|||
Segment profit
|
75,474
|
|
|
75,444
|
|
|
73,048
|
|
|||
Total Office
|
|
|
|
|
|
||||||
Property revenue
|
112,362
|
|
|
105,694
|
|
|
103,254
|
|
|||
Property expense
|
(33,860
|
)
|
|
(33,120
|
)
|
|
(31,839
|
)
|
|||
Segment profit
|
78,502
|
|
|
72,574
|
|
|
71,415
|
|
|||
Total Multifamily
|
|
|
|
|
|
||||||
Property revenue
|
50,627
|
|
|
43,533
|
|
|
29,188
|
|
|||
Property expense
|
(20,441
|
)
|
|
(17,898
|
)
|
|
(12,498
|
)
|
|||
Segment profit
|
30,186
|
|
|
25,635
|
|
|
16,690
|
|
|||
Total Mixed-Use
|
|
|
|
|
|
||||||
Property revenue
|
62,326
|
|
|
61,788
|
|
|
61,664
|
|
|||
Property expense
|
(37,076
|
)
|
|
(37,135
|
)
|
|
(35,660
|
)
|
|||
Segment profit
|
25,250
|
|
|
24,653
|
|
|
26,004
|
|
|||
Total segments’ profit
|
$
|
209,412
|
|
|
$
|
198,306
|
|
|
$
|
187,157
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Total segments' profit
|
$
|
209,412
|
|
|
$
|
198,306
|
|
|
$
|
187,157
|
|
General and administrative
|
(22,784
|
)
|
|
(21,382
|
)
|
|
(17,897
|
)
|
|||
Depreciation and amortization
|
(107,093
|
)
|
|
(83,278
|
)
|
|
(71,319
|
)
|
|||
Interest expense
|
(52,248
|
)
|
|
(53,848
|
)
|
|
(51,936
|
)
|
|||
Other income (expense), net
|
(85
|
)
|
|
334
|
|
|
(368
|
)
|
|||
Net income
|
27,202
|
|
|
40,132
|
|
|
45,637
|
|
|||
Net income attributable to restricted shares
|
(311
|
)
|
|
(241
|
)
|
|
(189
|
)
|
|||
Net income attributable to unitholders in the Operating Partnership
|
(7,205
|
)
|
|
(10,814
|
)
|
|
(12,863
|
)
|
|||
Net income attributable to American Assets Trust, Inc. stockholders
|
$
|
19,686
|
|
|
$
|
29,077
|
|
|
$
|
32,585
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Net real estate
|
|
|
|
||||
Retail
|
$
|
628,734
|
|
|
$
|
658,654
|
|
Office
|
822,574
|
|
|
813,121
|
|
||
Multifamily
|
412,042
|
|
|
424,044
|
|
||
Mixed-Use
|
176,503
|
|
|
180,888
|
|
||
|
$
|
2,039,853
|
|
|
$
|
2,076,707
|
|
Secured Notes Payable
(1)
|
|
|
|
||||
Retail
|
$
|
35,008
|
|
|
$
|
35,737
|
|
Office
|
147,757
|
|
|
170,408
|
|
||
Multifamily
|
—
|
|
|
73,744
|
|
||
Mixed-Use
|
—
|
|
|
—
|
|
||
|
$
|
182,765
|
|
|
$
|
279,889
|
|
Capital Expenditures
(2)
|
|
|
|
||||
Retail
|
$
|
14,219
|
|
|
$
|
10,412
|
|
Office
|
45,192
|
|
|
35,023
|
|
||
Multifamily
|
3,659
|
|
|
6,318
|
|
||
Mixed-Use
|
1,277
|
|
|
670
|
|
||
|
$
|
64,347
|
|
|
$
|
52,423
|
|
(1)
|
Excludes unamortized debt issuance costs of
$0.2 million
and
$0.3 million
as of
December 31, 2018
and
2017
, respectively.
|
(2)
|
Capital expenditures represent cash paid for capital expenditures during the year and includes leasing commissions paid.
|
|
Three Months Ended
|
||||||||||||||
|
December 31,
2018 |
|
September 30,
2018 |
|
June 30,
2018 |
|
March 31,
2018 |
||||||||
Total revenue
|
$
|
82,605
|
|
|
$
|
82,507
|
|
|
$
|
85,023
|
|
|
$
|
80,732
|
|
Operating income
|
22,091
|
|
|
27,275
|
|
|
17,249
|
|
|
12,920
|
|
||||
Net income (loss)
|
9,209
|
|
|
14,271
|
|
|
4,413
|
|
|
(691
|
)
|
||||
Net (income) loss attributable to restricted shares
|
(96
|
)
|
|
(71
|
)
|
|
(216
|
)
|
|
72
|
|
||||
Net (income) loss attributable to unitholders in the Operating Partnership
|
(2,440
|
)
|
|
(3,806
|
)
|
|
(1,125
|
)
|
|
166
|
|
||||
Net income (loss) attributable to American Assets Trust, Inc. stockholders
|
$
|
6,673
|
|
|
$
|
10,394
|
|
|
$
|
3,072
|
|
|
$
|
(453
|
)
|
Net income (loss) per share attributable to common stockholders - basic and diluted
|
$
|
0.14
|
|
|
$
|
0.22
|
|
|
$
|
0.07
|
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
||||||||
|
Three Months Ended
|
||||||||||||||
|
December 31,
2017 |
|
September 30,
2017 |
|
June 30,
2017 |
|
March 31,
2017 |
||||||||
Total revenue
|
$
|
81,746
|
|
|
$
|
82,339
|
|
|
$
|
77,106
|
|
|
$
|
73,792
|
|
Operating income
|
23,792
|
|
|
26,477
|
|
|
20,048
|
|
|
23,329
|
|
||||
Net income
|
9,731
|
|
|
12,505
|
|
|
7,588
|
|
|
10,308
|
|
||||
Net income attributable to restricted shares
|
(60
|
)
|
|
(60
|
)
|
|
(61
|
)
|
|
(60
|
)
|
||||
Net income attributable to unitholders in the Operating Partnership
|
(2,594
|
)
|
|
(3,351
|
)
|
|
(2,008
|
)
|
|
(2,861
|
)
|
||||
Net income attributable to American Assets Trust, Inc. stockholders
|
$
|
7,077
|
|
|
$
|
9,094
|
|
|
$
|
5,519
|
|
|
$
|
7,387
|
|
Net income per share attributable to common stockholders - basic and diluted
|
$
|
0.15
|
|
|
$
|
0.19
|
|
|
$
|
0.12
|
|
|
$
|
0.16
|
|
|
Three Months Ended
|
||||||||||||||
|
December 31,
2018 |
|
September 30,
2018 |
|
June 30,
2018 |
|
March 31,
2018 |
||||||||
Total revenue
|
$
|
82,605
|
|
|
$
|
82,507
|
|
|
$
|
85,023
|
|
|
$
|
80,732
|
|
Operating income
|
22,091
|
|
|
27,275
|
|
|
17,249
|
|
|
12,920
|
|
||||
Net income
|
9,209
|
|
|
14,271
|
|
|
4,413
|
|
|
(691
|
)
|
||||
Net income attributable to restricted shares
|
(96
|
)
|
|
(71
|
)
|
|
(216
|
)
|
|
72
|
|
||||
Net income attributable to American Assets Trust, L.P. unit holders
|
$
|
9,113
|
|
|
$
|
14,200
|
|
|
$
|
4,197
|
|
|
$
|
(619
|
)
|
Net income per unit attributable to unit holders - basic and diluted
|
$
|
0.14
|
|
|
$
|
0.22
|
|
|
$
|
0.07
|
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
||||||||
|
Three Months Ended
|
||||||||||||||
|
December 31,
2017 |
|
September 30,
2017 |
|
June 30,
2017 |
|
March 31,
2017 |
||||||||
Total revenue
|
$
|
81,746
|
|
|
$
|
82,339
|
|
|
$
|
77,106
|
|
|
$
|
73,792
|
|
Operating income
|
23,792
|
|
|
26,477
|
|
|
20,048
|
|
|
23,329
|
|
||||
Net income
|
9,731
|
|
|
12,505
|
|
|
7,588
|
|
|
10,308
|
|
||||
Net income attributable to restricted shares
|
(60
|
)
|
|
(60
|
)
|
|
(61
|
)
|
|
(60
|
)
|
||||
Net income attributable to American Assets Trust, L.P. unit holders
|
$
|
9,671
|
|
|
$
|
12,445
|
|
|
$
|
7,527
|
|
|
$
|
10,248
|
|
Net income per unit attributable to common unit holders - basic and diluted
|
$
|
0.15
|
|
|
$
|
0.19
|
|
|
$
|
0.12
|
|
|
$
|
0.16
|
|
|
Encumbrance as of December 31, 2018
|
|
Initial Cost
|
|
Cost Capitalized Subsequent to Acquisition
|
|
Gross Carrying Amount
at December 31, 2018
|
|
Accumulated
Depreciation and
Amortization
|
|
Year Built/
Renovated
|
|
Date Acquired
|
|
Life on which depreciation in latest income statements is computed
|
||||||||||||||||||
Description
|
|
Land
|
|
Building and
Improvements
|
|
|
Land
|
|
Building and
Improvements
|
|
|
|
|
||||||||||||||||||||
Alamo Quarry Market
|
$
|
—
|
|
|
$
|
26,396
|
|
|
$
|
109,294
|
|
|
$
|
17,370
|
|
|
$
|
26,816
|
|
|
$
|
126,244
|
|
|
$
|
(57,885
|
)
|
|
1997/1999
|
|
12/9/2003
|
|
35 years
|
Carmel Country Plaza
|
—
|
|
|
4,200
|
|
|
—
|
|
|
12,806
|
|
|
4,200
|
|
|
12,806
|
|
|
(8,251
|
)
|
|
1991
|
|
1/10/1989
|
|
35 years
|
|||||||
Carmel Mountain Plaza
|
—
|
|
|
22,477
|
|
|
65,217
|
|
|
29,434
|
|
|
31,035
|
|
|
86,093
|
|
|
(41,264
|
)
|
|
1994/2014
|
|
3/28/2003
|
|
35 years
|
|||||||
Del Monte Center
|
—
|
|
|
27,412
|
|
|
87,570
|
|
|
32,894
|
|
|
27,117
|
|
|
120,759
|
|
|
(62,170
|
)
|
|
1967/1984/2006
|
|
4/8/2004
|
|
35 years
|
|||||||
Gateway Marketplace
|
—
|
|
|
17,363
|
|
|
21,644
|
|
|
1,097
|
|
|
17,363
|
|
|
22,741
|
|
|
(1,199
|
)
|
|
1997/2016
|
|
7/6/2017
|
|
35 years
|
|||||||
Geary Marketplace
|
—
|
|
|
8,239
|
|
|
12,353
|
|
|
167
|
|
|
8,238
|
|
|
12,521
|
|
|
(2,396
|
)
|
|
2012
|
|
12/19/2012
|
|
35 years
|
|||||||
Hassalo on Eighth - Retail
|
—
|
|
|
—
|
|
|
—
|
|
|
28,364
|
|
|
597
|
|
|
27,767
|
|
|
(3,668
|
)
|
|
2015
|
|
7/1/2011
|
|
35 years
|
|||||||
Lomas Santa Fe Plaza
|
—
|
|
|
8,600
|
|
|
11,282
|
|
|
13,421
|
|
|
8,620
|
|
|
24,683
|
|
|
(16,348
|
)
|
|
1972/1997
|
|
6/12/1995
|
|
35 years
|
|||||||
The Shops at Kalakaua
|
—
|
|
|
13,993
|
|
|
10,817
|
|
|
(6
|
)
|
|
14,006
|
|
|
10,798
|
|
|
(4,366
|
)
|
|
1971/2006
|
|
3/31/2005
|
|
35 years
|
|||||||
Solana Beach Towne Centre
|
35,008
|
|
|
40,980
|
|
|
38,842
|
|
|
3,158
|
|
|
40,980
|
|
|
42,000
|
|
|
(10,827
|
)
|
|
1973/2000/2004
|
|
1/19/2011
|
|
35 years
|
|||||||
South Bay Marketplace
|
—
|
|
|
4,401
|
|
|
—
|
|
|
11,931
|
|
|
4,401
|
|
|
11,931
|
|
|
(7,311
|
)
|
|
1997
|
|
9/16/1995
|
|
35 years
|
|||||||
Waikele Center
|
—
|
|
|
55,593
|
|
|
126,858
|
|
|
29,202
|
|
|
70,643
|
|
|
141,010
|
|
|
(57,608
|
)
|
|
1993/2008
|
|
9/16/2004
|
|
35 years
|
|||||||
City Center Bellevue
|
111,000
|
|
|
25,135
|
|
|
190,998
|
|
|
36,074
|
|
|
25,135
|
|
|
227,072
|
|
|
(43,740
|
)
|
|
1987
|
|
8/21/2012
|
|
40 years
|
|||||||
First & Main
|
—
|
|
|
14,697
|
|
|
109,739
|
|
|
7,690
|
|
|
14,697
|
|
|
117,429
|
|
|
(28,457
|
)
|
|
2010
|
|
3/11/2011
|
|
40 years
|
|||||||
The Landmark at One Market
|
—
|
|
|
34,575
|
|
|
141,196
|
|
|
6,800
|
|
|
34,575
|
|
|
147,996
|
|
|
(37,857
|
)
|
|
1917/2000
|
|
6/30/2010
|
|
40 years
|
|||||||
Lloyd District Portfolio
|
—
|
|
|
18,660
|
|
|
61,401
|
|
|
69,444
|
|
|
11,845
|
|
|
137,660
|
|
|
(28,415
|
)
|
|
1940-2015
|
|
7/1/2011
|
|
40 years
|
|||||||
One Beach Street
|
—
|
|
|
15,332
|
|
|
18,017
|
|
|
2,723
|
|
|
15,332
|
|
|
20,740
|
|
|
(4,965
|
)
|
|
1924/1972/1987/1992
|
|
1/24/2012
|
|
40 years
|
|||||||
Solana Beach Corporate Centre:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Solana Beach Corporate Centre I-II
|
10,502
|
|
|
7,111
|
|
|
17,100
|
|
|
6,076
|
|
|
7,111
|
|
|
23,176
|
|
|
(5,563
|
)
|
|
1982/2005
|
|
1/19/2011
|
|
40 years
|
|||||||
Solana Beach Corporate Centre III-IV
|
—
|
|
|
7,298
|
|
|
27,887
|
|
|
3,199
|
|
|
7,298
|
|
|
31,086
|
|
|
(7,516
|
)
|
|
1982/2005
|
|
1/19/2011
|
|
40 years
|
|||||||
Solana Beach Corporate Centre Land
|
—
|
|
|
487
|
|
|
—
|
|
|
60
|
|
|
547
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
1/19/2011
|
|
N/A
|
|||||||
Torrey Reserve Campus:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Torrey Plaza
|
—
|
|
|
4,095
|
|
|
—
|
|
|
49,281
|
|
|
5,408
|
|
|
47,968
|
|
|
(16,524
|
)
|
|
1996-1997/2014
|
|
6/6/1989
|
|
40 years
|
|||||||
Pacific North Court
|
19,620
|
|
|
3,263
|
|
|
—
|
|
|
24,116
|
|
|
4,309
|
|
|
23,070
|
|
|
(11,740
|
)
|
|
1997-1998
|
|
6/6/1989
|
|
40 years
|
|||||||
Pacific South Court
|
—
|
|
|
3,285
|
|
|
—
|
|
|
37,800
|
|
|
4,226
|
|
|
36,859
|
|
|
(13,105
|
)
|
|
1996-1997
|
|
6/6/1989
|
|
40 years
|
|||||||
Pacific VC
|
6,635
|
|
|
1,413
|
|
|
—
|
|
|
9,736
|
|
|
2,148
|
|
|
9,001
|
|
|
(4,901
|
)
|
|
1998/2000
|
|
6/6/1989
|
|
40 years
|
|||||||
Pacific Torrey Daycare
|
—
|
|
|
715
|
|
|
—
|
|
|
1,843
|
|
|
911
|
|
|
1,647
|
|
|
(902
|
)
|
|
1996-1997
|
|
6/6/1989
|
|
40 years
|
|||||||
Torrey Reserve Building 6
|
—
|
|
|
—
|
|
|
—
|
|
|
7,992
|
|
|
682
|
|
|
7,310
|
|
|
(1,485
|
)
|
|
2013
|
|
6/6/1989
|
|
40 years
|
|||||||
Torrey Reserve Building 5
|
—
|
|
|
—
|
|
|
—
|
|
|
3,937
|
|
|
1,017
|
|
|
2,920
|
|
|
(214
|
)
|
|
2014
|
|
6/6/1989
|
|
40 years
|
|||||||
Torrey Reserve Building 13 & 14
|
—
|
|
|
—
|
|
|
—
|
|
|
15,587
|
|
|
2,188
|
|
|
13,399
|
|
|
(1,207
|
)
|
|
2015
|
|
6/6/1989
|
|
40 years
|
|||||||
Torrey Point
|
—
|
|
|
2,073
|
|
|
741
|
|
|
41,985
|
|
|
6,037
|
|
|
38,762
|
|
|
(395
|
)
|
|
2018
|
|
5/9/1997
|
|
40 years
|
|||||||
Imperial Beach Gardens
|
—
|
|
|
1,281
|
|
|
4,820
|
|
|
4,894
|
|
|
1,281
|
|
|
9,714
|
|
|
(8,054
|
)
|
|
1959/2008
|
|
7/31/1985
|
|
30 years
|
|||||||
Loma Palisades
|
—
|
|
|
14,000
|
|
|
16,570
|
|
|
25,982
|
|
|
14,051
|
|
|
42,501
|
|
|
(27,988
|
)
|
|
1958/2001-2008
|
|
7/20/1990
|
|
30 years
|
|||||||
Mariner’s Point
|
—
|
|
|
2,744
|
|
|
4,540
|
|
|
1,553
|
|
|
2,744
|
|
|
6,093
|
|
|
(3,430
|
)
|
|
1986
|
|
5/9/2001
|
|
30 years
|
|||||||
Santa Fe Park RV Resort
|
—
|
|
|
401
|
|
|
928
|
|
|
841
|
|
|
401
|
|
|
1,769
|
|
|
(1,483
|
)
|
|
1971/2007-2008
|
|
6/1/1979
|
|
30 years
|
|||||||
Pacific Ridge Apartments
|
—
|
|
|
47,971
|
|
|
178,497
|
|
|
1,094
|
|
|
47,971
|
|
|
179,591
|
|
|
(11,329
|
)
|
|
2013
|
|
4/28/2017
|
|
30 years
|
|||||||
Hassalo on Eighth - Multifamily
|
—
|
|
|
—
|
|
|
—
|
|
|
177,859
|
|
|
6,220
|
|
|
171,639
|
|
|
(19,649
|
)
|
|
2015
|
|
7/1/2011
|
|
30 years
|
|||||||
Waikiki Beach Walk:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Retail
|
—
|
|
|
45,995
|
|
|
74,943
|
|
|
430
|
|
|
45,995
|
|
|
75,373
|
|
|
(18,753
|
)
|
|
2006
|
|
1/19/2011
|
|
35 years
|
|||||||
Hotel
|
—
|
|
|
30,640
|
|
|
60,029
|
|
|
2,404
|
|
|
30,640
|
|
|
62,433
|
|
|
(19,184
|
)
|
|
2008/2014
|
|
1/19/2011
|
|
35 years
|
|||||||
Solana Beach - Highway 101 Land
|
—
|
|
|
7,847
|
|
|
202
|
|
|
796
|
|
|
8,845
|
|
|
—
|
|
|
(189
|
)
|
|
N/A
|
|
9/20/2011
|
|
N/A
|
|
Encumbrance as of December 31, 2018
|
|
Initial Cost
|
|
Cost Capitalized Subsequent to Acquisition
|
|
Gross Carrying Amount
at December 31, 2018
|
|
Accumulated
Depreciation and
Amortization
|
|
Year Built/
Renovated
|
|
Date Acquired
|
|
Life on which depreciation in latest income statements is computed
|
||||||||||||||||||
Description
|
|
Land
|
|
Building and
Improvements
|
|
|
Land
|
|
Building and
Improvements
|
|
|
|
|
||||||||||||||||||||
|
$
|
182,765
|
|
|
$
|
518,672
|
|
|
$
|
1,391,485
|
|
|
$
|
720,034
|
|
|
$
|
555,630
|
|
|
$
|
2,074,561
|
|
|
$
|
(590,338
|
)
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Real estate assets
|
|
|
|
|
|
||||||
Balance, beginning of period
|
$
|
2,614,138
|
|
|
2,301,006
|
|
|
2,246,028
|
|
||
Additions:
|
|
|
|
|
|
||||||
Property acquisitions
|
—
|
|
|
270,602
|
|
|
—
|
|
|||
Improvements
|
62,790
|
|
|
44,755
|
|
|
59,199
|
|
|||
Deductions:
|
|
|
|
|
|
||||||
Cost of Real Estate Sold
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other
(1)
|
(46,737
|
)
|
|
(2,225
|
)
|
|
(4,221
|
)
|
|||
Balance, end of period
|
$
|
2,630,191
|
|
|
$
|
2,614,138
|
|
|
$
|
2,301,006
|
|
Accumulated depreciation
|
|
|
|
|
|
||||||
Balance, beginning of period
|
$
|
537,431
|
|
|
$
|
469,460
|
|
|
$
|
411,166
|
|
Additions—depreciation
|
99,644
|
|
|
70,196
|
|
|
62,515
|
|
|||
Deductions:
|
|
|
|
|
|
||||||
Cost of Real Estate Sold
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other
(1)
|
(46,737
|
)
|
|
(2,225
|
)
|
|
(4,221
|
)
|
|||
Balance, end of period
|
$
|
590,338
|
|
|
$
|
537,431
|
|
|
$
|
469,460
|
|
(1)
|
Other deductions for the years ended
December 31, 2018
,
2017
and
2016
represent the write-off of fully depreciated assets.
|
Participant:
|
[__________]
|
Grant Date:
|
[__________]
|
Grant Number:
|
[__________]
|
Maximum Number of Shares of Restricted Stock (“
Maximum Shares
”):
|
[__________]
|
Target Number of Shares of Restricted Stock (“
Target Shares
”):
|
[__________]
|
Vesting Schedule:
|
This Award shall vest in accordance with the vesting schedule set forth on
Exhibit C
attached hereto.
|
AMERICAN ASSETS TRUST, INC.
|
|
PARTICIPANT
|
||||
By:
|
|
|
By:
|
|
||
|
Adam Wyll, SVP
11455 El Camino Real, #200
San Diego, CA 92130
|
|
|
[__________]
11455 El Camino Real, #200
San Diego, CA 92130
|
(h)
|
“
Final Measurement Date
” means November 30, 2021.
|
Position
|
|
Target Bonus Percentage
(as % of Base Salary)
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
100%
|
Senior Vice President, General Counsel and Secretary
|
|
75%
|
Vice President of Construction and Development
|
|
50%
|
Name
|
|
|
Jurisdiction of Formation/Incorporation
|
||
AAT CC Bellevue, LLC
|
|
Delaware
|
AAT Geary Marketplace, LLC
|
|
Delaware
|
AAT Lloyd District, LLC
|
|
Delaware
|
AAT One Beach, LLC
|
|
Delaware
|
AAT Oregon Office I, LLC
|
|
Delaware
|
AAT Solana 101, LLC
|
|
Delaware
|
AAT Torrey Point, LLC
|
|
Delaware
|
AAT Torrey Reserve 5, LLC
|
|
Delaware
|
AAT Torrey Reserve 6, LLC
|
|
Delaware
|
AAT Torrey 13-14, LLC
|
|
Delaware
|
AAT Alamo Quarry, LLC
|
|
Delaware
|
AAT Del Monte, LLC
|
|
Delaware
|
AAT Del Monte 2, LLC
|
|
Delaware
|
AAT Waikele Center, LLC
|
|
Delaware
|
AAT Pacific Ridge, LLC
|
|
Delaware
|
AAT Gateway Marketplace, LLC
|
|
Delaware
|
ABW 2181 Holdings, LLC
|
|
Hawaii
|
ABW Holdings, LLC
|
|
Delaware
|
ABW Lewers, LLC
|
|
Hawaii
|
American Assets Services, Inc.
|
|
Delaware
|
American Assets Trust Management, LLC
|
|
Delaware
|
American Assets Trust, LP
|
|
Maryland
|
Beach Walk Holdings, LLC
|
|
Delaware
|
Broadway 225 Sorrento Holdings, LLC
|
|
Delaware
|
Broadway 225 Stonecrest Holdings, LLC
|
|
Delaware
|
Carmel County Plaza, LP
|
|
California
|
Carmel Mountain Pad, LLC
|
|
California
|
EBW Hotel, LLC
|
|
Hawaii
|
ICW Café Lessee, LLC
|
|
Delaware
|
AAT Torrey Plaza, LLC
|
|
Delaware
|
ICW Plaza Merger Sub, LLC
|
|
Delaware
|
Imperial Strand Holdings, LLC
|
|
Delaware
|
Landmark FireHill Holdings, LLC
|
|
Delaware
|
Landmark Venture Holdings, LLC
|
|
Delaware
|
Landmark Venture JV, LLC
|
|
Delaware
|
Lloyd District TRS, LLC
|
|
Delaware
|
Lomas Palisades CA general partnership
|
|
California
|
Lomas Palisades GP LLC
|
|
Delaware
|
Mariner's Point Holdings, LLC
|
|
Delaware
|
Pacific Carmel Mountain Assets, LLC
|
|
Delaware
|
Pacific Carmel Mountain Holdings, LP
|
|
California
|
Pacific Del Mar Assets, LLC
|
|
Delaware
|
Pacific Firecreek Holdings, LLC
|
|
Delaware
|
Name
|
|
|
Jurisdiction of Formation/Incorporation
|
||
Pacific North Court GP, LLC
|
|
Delaware
|
Pacific North Court Holdings, LP
|
|
California
|
Pacific Santa Fe Assets, LLC
|
|
Delaware
|
Pacific Santa Fe Holdings, LP
|
|
California
|
Pacific Solana Beach Assets, LLC
|
|
Delaware
|
Pacific Solana Beach Holdings, LP
|
|
California
|
Pacific South Court Assets, LLC
|
|
Delaware
|
Pacific South Court Holdings, LP
|
|
California
|
Pacific Torrey Daycare Assets, LLC
|
|
Delaware
|
Pacific Torrey Daycare Holdings, LP
|
|
California
|
Pacific VC Holdings, LLC
|
|
Delaware
|
Pacific Waikiki Assets, LLC
|
|
Delaware
|
Pacific Waikiki Holdings, LP.
|
|
California
|
SB Corporate Centre III-IV, LLC
|
|
Delaware
|
SB Corporate Centre, LLC
|
|
California
|
SB Towne Centre, LLC
|
|
California
|
SBCC Holdings, LLC
|
|
Delaware
|
SBTC Holdings, LLC
|
|
Delaware
|
Southbay Marketplace Holding, LLC
|
|
Delaware
|
Waikele Venture Holdings, LLC
|
|
Delaware
|
WBW Hotel Lessee, LLC
|
|
Delaware
|
(1)
|
Registration Statement (Form S-3ASR No. 333-222876) of American Assets Trust, Inc.,
|
(2)
|
Registration Statement (Form S-3ASR No. 333-222882) of American Assets Trust, Inc. and American Assets Trust, LP, and
|
(3)
|
Registration Statement (Form S-8 No. 333-171752) pertaining to the American Assets Trust, Inc. and American Assets Trust, L.P. 2011 Equity Incentive Award Plan;
|
1.
|
I have reviewed this annual report on Form 10-K 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:
|
February 15, 2019
|
/s/ ERNEST RADY
|
|
|
Ernest Rady
|
|
|
Chairman, President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K 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):
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(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
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(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.
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Date:
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February 15, 2019
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/s/ ERNEST RADY
|
|
|
Ernest Rady
|
|
|
Chairman, President and Chief Executive Officer
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1.
|
I have reviewed this annual report on Form 10-K of American Assets Trust, Inc.;
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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:
|
February 15, 2019
|
/s/ ROBERT F. BARTON
|
|
|
Robert F. Barton
|
|
|
EVP and Chief Financial Officer
|
1.
|
I have reviewed this annual report on Form 10-K 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:
|
February 15, 2019
|
/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
|