x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland (American Assets Trust, Inc.)
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27-3338708 (American Assets Trust, Inc.)
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Maryland (American Assets Trust, L.P.)
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27-3338894 (American Assets Trust, L.P.)
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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11455 El Camino Real, Suite 200,
San Diego, California
(Address of Principal Executive Offices)
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92130
(Zip Code)
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Large Accelerated Filer
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x
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Accelerated Filer
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o
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Non-Accelerated Filer
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o
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(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Emerging growth company
|
o
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|
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Large Accelerated Filer
|
o
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Accelerated Filer
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o
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Non-Accelerated Filer
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x
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(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Emerging growth company
|
o
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|
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o
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Name of Registrant
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Title of each class
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Trading Symbol
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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, par value $0.01 per share
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AAT
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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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None
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•
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better reflects how management and the analyst community view the business as a single operating unit;
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•
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enhance investors' understanding of American Assets Trust, Inc. and the Operating Partnership by enabling them to view the business as a whole and in the same manner as management;
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•
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greater efficiency for American Assets Trust, Inc. and the Operating Partnership and resulting savings in time, effort and expense; and
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•
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greater efficiency for investors by reducing duplicative disclosure by providing a single document for their review.
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•
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consolidated financial statements;
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•
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the following notes to the consolidated financial statements:
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◦
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Debt;
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◦
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Equity/Partners' Capital; and
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◦
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Earnings Per Share/Unit; and
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•
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Liquidity and Capital Resources in Management's Discussion and Analysis of Financial Condition and Results of Operations.
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March 31,
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December 31,
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||||
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2019
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2018
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||||
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(unaudited)
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||||
ASSETS
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|
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|
||||
Real estate, at cost
|
|
|
|
||||
Operating real estate
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$
|
2,569,407
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|
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$
|
2,549,571
|
|
Construction in progress
|
77,094
|
|
|
71,228
|
|
||
Held for development
|
9,392
|
|
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9,392
|
|
||
|
2,655,893
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|
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2,630,191
|
|
||
Accumulated depreciation
|
(609,020
|
)
|
|
(590,338
|
)
|
||
Net real estate
|
2,046,873
|
|
|
2,039,853
|
|
||
Cash and cash equivalents
|
54,538
|
|
|
47,956
|
|
||
Restricted cash
|
9,777
|
|
|
9,316
|
|
||
Accounts receivable, net
|
9,137
|
|
|
9,289
|
|
||
Deferred rent receivables, net
|
40,554
|
|
|
39,815
|
|
||
Other assets, net
|
56,169
|
|
|
52,021
|
|
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TOTAL ASSETS
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$
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2,217,048
|
|
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$
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2,198,250
|
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LIABILITIES AND EQUITY
|
|
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|
||||
LIABILITIES:
|
|
|
|
||||
Secured notes payable, net
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$
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162,688
|
|
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$
|
182,572
|
|
Unsecured notes payable, net
|
1,045,709
|
|
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1,045,863
|
|
||
Unsecured line of credit, net
|
86,438
|
|
|
62,337
|
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Accounts payable and accrued expenses
|
53,683
|
|
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46,616
|
|
||
Security deposits payable
|
7,579
|
|
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8,844
|
|
||
Other liabilities and deferred credits, net
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55,618
|
|
|
49,547
|
|
||
Total liabilities
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1,411,715
|
|
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1,395,779
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Commitments and contingencies (Note 11)
|
|
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|||
EQUITY:
|
|
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|
||||
American Assets Trust, Inc. stockholders’ equity
|
|
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|
||||
Common stock, $0.01 par value, 490,000,000 shares authorized, 47,486,894 and 47,335,409 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively
|
475
|
|
|
474
|
|
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Additional paid-in capital
|
928,792
|
|
|
920,661
|
|
||
Accumulated dividends in excess of net income
|
(130,841
|
)
|
|
(128,778
|
)
|
||
Accumulated other comprehensive income
|
8,825
|
|
|
10,620
|
|
||
Total American Assets Trust, Inc. stockholders’ equity
|
807,251
|
|
|
802,977
|
|
||
Noncontrolling interests
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(1,918
|
)
|
|
(506
|
)
|
||
Total equity
|
805,333
|
|
|
802,471
|
|
||
TOTAL LIABILITIES AND EQUITY
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$
|
2,217,048
|
|
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$
|
2,198,250
|
|
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Three Months Ended March 31,
|
||||||
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2019
|
|
2018
|
||||
REVENUE:
|
|
|
|
||||
Rental income
|
$
|
76,831
|
|
|
$
|
76,201
|
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Other property income
|
8,488
|
|
|
4,531
|
|
||
Total revenue
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85,319
|
|
|
80,732
|
|
||
EXPENSES:
|
|
|
|
||||
Rental expenses
|
20,796
|
|
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20,420
|
|
||
Real estate taxes
|
9,046
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|
|
8,546
|
|
||
General and administrative
|
6,073
|
|
|
5,567
|
|
||
Depreciation and amortization
|
20,583
|
|
|
33,279
|
|
||
Total operating expenses
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56,498
|
|
|
67,812
|
|
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OPERATING INCOME
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28,821
|
|
|
12,920
|
|
||
Interest expense
|
(13,349
|
)
|
|
(13,820
|
)
|
||
Other (expense) income, net
|
(229
|
)
|
|
209
|
|
||
NET INCOME (LOSS)
|
15,243
|
|
|
(691
|
)
|
||
Net (income) loss attributable to restricted shares
|
(93
|
)
|
|
72
|
|
||
Net (income) loss attributable to unitholders in the Operating Partnership
|
(4,055
|
)
|
|
166
|
|
||
NET INCOME (LOSS) ATTRIBUTABLE TO AMERICAN ASSETS TRUST, INC. STOCKHOLDERS
|
$
|
11,095
|
|
|
$
|
(453
|
)
|
|
|
|
|
||||
EARNINGS (LOSS) PER COMMON SHARE
|
|
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|
||||
Earnings (loss) per common share, basic
|
$
|
0.24
|
|
|
$
|
(0.01
|
)
|
Weighted average shares of common stock outstanding - basic
|
47,004,465
|
|
|
46,935,820
|
|
||
|
|
|
|
||||
Earnings (loss) per common share, diluted
|
$
|
0.24
|
|
|
$
|
(0.01
|
)
|
Weighted average shares of common stock outstanding - diluted
|
64,182,073
|
|
|
46,935,820
|
|
||
|
|
|
|
||||
DIVIDENDS DECLARED PER COMMON SHARE
|
$
|
0.28
|
|
|
$
|
0.27
|
|
|
|
|
|
||||
COMPREHENSIVE INCOME
|
|
|
|
||||
Net income (loss)
|
$
|
15,243
|
|
|
$
|
(691
|
)
|
Other comprehensive (loss) income - unrealized (loss) income on swap derivative during the period
|
(2,132
|
)
|
|
2,861
|
|
||
Reclassification of amortization of forward-starting swap included in interest expense
|
(320
|
)
|
|
(320
|
)
|
||
Comprehensive income
|
12,791
|
|
|
1,850
|
|
||
Comprehensive income attributable to non-controlling interest
|
(3,398
|
)
|
|
(502
|
)
|
||
Comprehensive income attributable to American Assets Trust, Inc.
|
$
|
9,393
|
|
|
$
|
1,348
|
|
|
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, 2018
|
47,335,409
|
|
|
$
|
474
|
|
|
$
|
920,661
|
|
|
$
|
(128,778
|
)
|
|
$
|
10,620
|
|
|
$
|
(506
|
)
|
|
$
|
802,471
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
11,188
|
|
|
—
|
|
|
4,055
|
|
|
15,243
|
|
||||||
Common shares issued
|
162,531
|
|
|
1
|
|
|
7,033
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,034
|
|
||||||
Forfeiture of restricted stock
|
(11,046
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Dividends declared and paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,251
|
)
|
|
—
|
|
|
(4,810
|
)
|
|
(18,061
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
1,098
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,098
|
|
||||||
Other comprehensive income - change in value of interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,561
|
)
|
|
(571
|
)
|
|
(2,132
|
)
|
||||||
Reclassification of amortization of forward-starting swap included in interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(234
|
)
|
|
(86
|
)
|
|
(320
|
)
|
||||||
Balance at March 31, 2019
|
47,486,894
|
|
|
$
|
475
|
|
|
$
|
928,792
|
|
|
$
|
(130,841
|
)
|
|
$
|
8,825
|
|
|
$
|
(1,918
|
)
|
|
$
|
805,333
|
|
|
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, 2017
|
47,204,588
|
|
|
$
|
473
|
|
|
$
|
919,066
|
|
|
$
|
(97,280
|
)
|
|
$
|
11,451
|
|
|
$
|
10,434
|
|
|
$
|
844,144
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(525
|
)
|
|
—
|
|
|
(166
|
)
|
|
(691
|
)
|
||||||
Forfeiture of restricted stock
|
(1,104
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Dividends declared and paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,745
|
)
|
|
—
|
|
|
(4,643
|
)
|
|
(17,388
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
727
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
727
|
|
||||||
Other comprehensive income - change in value of interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,107
|
|
|
754
|
|
|
2,861
|
|
||||||
Reclassification of amortization of forward-starting swap included in interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(234
|
)
|
|
(86
|
)
|
|
(320
|
)
|
||||||
Balance at March 31, 2018
|
47,203,484
|
|
|
$
|
473
|
|
|
$
|
919,793
|
|
|
$
|
(110,550
|
)
|
|
$
|
13,324
|
|
|
$
|
6,293
|
|
|
$
|
829,333
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income (loss)
|
$
|
15,243
|
|
|
$
|
(691
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Deferred rent revenue and amortization of lease intangibles
|
(1,111
|
)
|
|
47
|
|
||
Depreciation and amortization
|
20,583
|
|
|
33,279
|
|
||
Amortization of debt issuance costs and debt fair value adjustments
|
368
|
|
|
446
|
|
||
Stock-based compensation expense
|
1,098
|
|
|
727
|
|
||
Lease termination income
|
(4,518
|
)
|
|
—
|
|
||
Other noncash interest expense
|
(320
|
)
|
|
(320
|
)
|
||
Other, net
|
678
|
|
|
2,031
|
|
||
Changes in operating assets and liabilities
|
|
|
|
||||
Change in accounts receivable
|
466
|
|
|
577
|
|
||
Change in other assets
|
45
|
|
|
(337
|
)
|
||
Change in accounts payable and accrued expenses
|
7,150
|
|
|
5,434
|
|
||
Change in security deposits payable
|
(1,265
|
)
|
|
2,113
|
|
||
Change in other liabilities and deferred credits
|
(1,586
|
)
|
|
666
|
|
||
Net cash provided by operating activities
|
36,831
|
|
|
43,972
|
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Capital expenditures
|
(20,932
|
)
|
|
(10,138
|
)
|
||
Leasing commissions
|
(1,505
|
)
|
|
(1,227
|
)
|
||
Net cash used in investing activities
|
(22,437
|
)
|
|
(11,365
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Repayment of secured notes payable
|
(19,909
|
)
|
|
(74,116
|
)
|
||
Proceeds from unsecured line of credit
|
24,000
|
|
|
35,000
|
|
||
Debt issuance costs
|
(415
|
)
|
|
(2,656
|
)
|
||
Proceeds from issuance of common stock, net
|
7,034
|
|
|
(176
|
)
|
||
Dividends paid to common stock and unitholders
|
(18,061
|
)
|
|
(17,388
|
)
|
||
Net cash used in financing activities
|
(7,351
|
)
|
|
(59,336
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
7,043
|
|
|
(26,729
|
)
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
57,272
|
|
|
91,954
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
$
|
64,315
|
|
|
$
|
65,225
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash and cash equivalents
|
$
|
54,538
|
|
|
$
|
55,336
|
|
Restricted cash
|
9,777
|
|
|
9,889
|
|
||
Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows
|
$
|
64,315
|
|
|
$
|
65,225
|
|
|
March 31,
|
|
December 31,
|
||||
|
2019
|
|
2018
|
||||
|
(unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Real estate, at cost
|
|
|
|
||||
Operating real estate
|
$
|
2,569,407
|
|
|
$
|
2,549,571
|
|
Construction in progress
|
77,094
|
|
|
71,228
|
|
||
Held for development
|
9,392
|
|
|
9,392
|
|
||
|
2,655,893
|
|
|
2,630,191
|
|
||
Accumulated depreciation
|
(609,020
|
)
|
|
(590,338
|
)
|
||
Net real estate
|
2,046,873
|
|
|
2,039,853
|
|
||
Cash and cash equivalents
|
54,538
|
|
|
47,956
|
|
||
Restricted cash
|
9,777
|
|
|
9,316
|
|
||
Accounts receivable, net
|
9,137
|
|
|
9,289
|
|
||
Deferred rent receivables, net
|
40,554
|
|
|
39,815
|
|
||
Other assets, net
|
56,169
|
|
|
52,021
|
|
||
TOTAL ASSETS
|
$
|
2,217,048
|
|
|
$
|
2,198,250
|
|
LIABILITIES AND CAPITAL
|
|
|
|
||||
LIABILITIES:
|
|
|
|
||||
Secured notes payable, net
|
$
|
162,688
|
|
|
$
|
182,572
|
|
Unsecured notes payable, net
|
1,045,709
|
|
|
1,045,863
|
|
||
Unsecured line of credit, net
|
86,438
|
|
|
62,337
|
|
||
Accounts payable and accrued expenses
|
53,683
|
|
|
46,616
|
|
||
Security deposits payable
|
7,579
|
|
|
8,844
|
|
||
Other liabilities and deferred credits
|
55,618
|
|
|
49,547
|
|
||
Total liabilities
|
1,411,715
|
|
|
1,395,779
|
|
||
Commitments and contingencies (Note 11)
|
|
|
|
|
|||
CAPITAL:
|
|
|
|
||||
Limited partners' capital, 17,177,608 and 17,177,608 units issued and outstanding as of March 31, 2019 and December 31, 2018, respectively
|
(5,232
|
)
|
|
(4,477
|
)
|
||
General partner's capital, 47,486,894 and 47,335,409 units issued and outstanding as of March 31, 2019 and December 31, 2018, respectively
|
798,426
|
|
|
792,357
|
|
||
Accumulated other comprehensive income
|
12,139
|
|
|
14,591
|
|
||
Total capital
|
805,333
|
|
|
802,471
|
|
||
TOTAL LIABILITIES AND CAPITAL
|
$
|
2,217,048
|
|
|
$
|
2,198,250
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
REVENUE:
|
|
|
|
||||
Rental income
|
$
|
76,831
|
|
|
$
|
76,201
|
|
Other property income
|
8,488
|
|
|
4,531
|
|
||
Total revenue
|
85,319
|
|
|
80,732
|
|
||
EXPENSES:
|
|
|
|
||||
Rental expenses
|
20,796
|
|
|
20,420
|
|
||
Real estate taxes
|
9,046
|
|
|
8,546
|
|
||
General and administrative
|
6,073
|
|
|
5,567
|
|
||
Depreciation and amortization
|
20,583
|
|
|
33,279
|
|
||
Total operating expenses
|
56,498
|
|
|
67,812
|
|
||
OPERATING INCOME
|
28,821
|
|
|
12,920
|
|
||
Interest expense
|
(13,349
|
)
|
|
(13,820
|
)
|
||
Other (expense) income, net
|
(229
|
)
|
|
209
|
|
||
NET INCOME (LOSS)
|
15,243
|
|
|
(691
|
)
|
||
Net income (loss) attributable to restricted shares
|
(93
|
)
|
|
72
|
|
||
NET INCOME (LOSS) ATTRIBUTABLE TO AMERICAN ASSETS TRUST, L.P.
|
$
|
15,150
|
|
|
$
|
(619
|
)
|
|
|
|
|
||||
EARNINGS (LOSS) PER UNIT - BASIC
|
|
|
|
||||
Earnings (loss) per unit, basic
|
$
|
0.24
|
|
|
$
|
(0.01
|
)
|
Weighted average units outstanding - basic
|
64,182,073
|
|
|
64,130,800
|
|
||
|
|
|
|
||||
EARNINGS (LOSS) PER UNIT - DILUTED
|
|
|
|
||||
Earnings (loss) per unit, diluted
|
$
|
0.24
|
|
|
$
|
(0.01
|
)
|
Weighted average units outstanding - diluted
|
64,182,073
|
|
|
64,130,800
|
|
||
|
|
|
|
||||
DISTRIBUTIONS PER UNIT
|
$
|
0.28
|
|
|
$
|
0.27
|
|
|
|
|
|
||||
COMPREHENSIVE INCOME
|
|
|
|
||||
Net income (loss)
|
$
|
15,243
|
|
|
$
|
(691
|
)
|
Other comprehensive income (loss) - unrealized income (loss) on swap derivative during the period
|
(2,132
|
)
|
|
2,861
|
|
||
Reclassification of amortization of forward-starting swap included in interest expense
|
(320
|
)
|
|
(320
|
)
|
||
Comprehensive income
|
12,791
|
|
|
1,850
|
|
||
Comprehensive income attributable to Limited Partners
|
(3,398
|
)
|
|
(502
|
)
|
||
Comprehensive income attributable to General Partner
|
$
|
9,393
|
|
|
$
|
1,348
|
|
|
Limited Partners' Capital (1)
|
|
General Partner's Capital (2)
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Capital
|
||||||||||||||
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
|||||||||||||
Balance at December 31, 2018
|
17,177,608
|
|
|
$
|
(4,477
|
)
|
|
47,335,409
|
|
|
$
|
792,357
|
|
|
$
|
14,591
|
|
|
$
|
802,471
|
|
Net income
|
—
|
|
|
4,055
|
|
|
—
|
|
|
11,188
|
|
|
—
|
|
|
15,243
|
|
||||
Contributions from American Assets Trust, Inc.
|
—
|
|
|
—
|
|
|
162,531
|
|
|
7,034
|
|
|
—
|
|
|
7,034
|
|
||||
Forfeiture of restricted units
|
—
|
|
|
—
|
|
|
(11,046
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Distributions
|
—
|
|
|
(4,810
|
)
|
|
—
|
|
|
(13,251
|
)
|
|
—
|
|
|
(18,061
|
)
|
||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
1,098
|
|
|
—
|
|
|
1,098
|
|
||||
Other comprehensive income - change in value of interest rate swap
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,132
|
)
|
|
(2,132
|
)
|
||||
Reclassification of amortization of forward-starting swap included in interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(320
|
)
|
|
(320
|
)
|
||||
Balance at March 31, 2019
|
17,177,608
|
|
|
$
|
(5,232
|
)
|
|
47,486,894
|
|
|
$
|
798,426
|
|
|
$
|
12,139
|
|
|
$
|
805,333
|
|
|
Limited Partners' Capital (1)
|
|
General Partner's Capital (2)
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Capital
|
||||||||||||||
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
|||||||||||||
Balance at December 31, 2017
|
17,194,980
|
|
|
$
|
6,135
|
|
|
47,204,588
|
|
|
$
|
822,259
|
|
|
$
|
15,750
|
|
|
$
|
844,144
|
|
Net loss
|
—
|
|
|
(166
|
)
|
|
—
|
|
|
(525
|
)
|
|
—
|
|
|
(691
|
)
|
||||
Forfeiture of restricted units
|
—
|
|
|
—
|
|
|
(1,104
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Distributions
|
—
|
|
|
(4,643
|
)
|
|
—
|
|
|
(12,745
|
)
|
|
—
|
|
|
(17,388
|
)
|
||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
727
|
|
|
—
|
|
|
727
|
|
||||
Other comprehensive income - change in value of interest rate swap
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,861
|
|
|
2,861
|
|
||||
Reclassification of amortization of forward-starting swap included in interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(320
|
)
|
|
(320
|
)
|
||||
Balance at March 31, 2018
|
17,194,980
|
|
|
$
|
1,326
|
|
|
47,203,484
|
|
|
$
|
809,716
|
|
|
$
|
18,291
|
|
|
$
|
829,333
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income (loss)
|
$
|
15,243
|
|
|
$
|
(691
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Deferred rent revenue and amortization of lease intangibles
|
(1,111
|
)
|
|
47
|
|
||
Depreciation and amortization
|
20,583
|
|
|
33,279
|
|
||
Amortization of debt issuance costs and debt fair value adjustments
|
368
|
|
|
446
|
|
||
Stock-based compensation expense
|
1,098
|
|
|
727
|
|
||
Lease termination income
|
(4,518
|
)
|
|
—
|
|
||
Other noncash interest expense
|
(320
|
)
|
|
(320
|
)
|
||
Other, net
|
678
|
|
|
2,031
|
|
||
Changes in operating assets and liabilities
|
|
|
|
||||
Change in accounts receivable
|
466
|
|
|
577
|
|
||
Change in other assets
|
45
|
|
|
(337
|
)
|
||
Change in accounts payable and accrued expenses
|
7,150
|
|
|
5,434
|
|
||
Change in security deposits payable
|
(1,265
|
)
|
|
2,113
|
|
||
Change in other liabilities and deferred credits
|
(1,586
|
)
|
|
666
|
|
||
Net cash provided by operating activities
|
36,831
|
|
|
43,972
|
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Capital expenditures
|
(20,932
|
)
|
|
(10,138
|
)
|
||
Leasing commissions
|
(1,505
|
)
|
|
(1,227
|
)
|
||
Net cash used in investing activities
|
(22,437
|
)
|
|
(11,365
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Repayment of secured notes payable
|
(19,909
|
)
|
|
(74,116
|
)
|
||
Proceeds from unsecured line of credit
|
24,000
|
|
|
35,000
|
|
||
Debt issuance costs
|
(415
|
)
|
|
(2,656
|
)
|
||
Contributions from American Assets Trust, Inc.
|
7,034
|
|
|
(176
|
)
|
||
Distributions
|
(18,061
|
)
|
|
(17,388
|
)
|
||
Net cash used in financing activities
|
(7,351
|
)
|
|
(59,336
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
7,043
|
|
|
(26,729
|
)
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
57,272
|
|
|
91,954
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
$
|
64,315
|
|
|
$
|
65,225
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash and cash equivalents
|
$
|
54,538
|
|
|
$
|
55,336
|
|
Restricted cash
|
9,777
|
|
|
9,889
|
|
||
Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows
|
$
|
64,315
|
|
|
$
|
65,225
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Supplemental cash flow information
|
|
|
|
||||
Total interest costs incurred
|
$
|
13,534
|
|
|
$
|
14,277
|
|
Interest capitalized
|
$
|
185
|
|
|
$
|
457
|
|
Interest expense
|
$
|
13,349
|
|
|
$
|
13,820
|
|
Cash paid for interest, net of amounts capitalized
|
$
|
13,301
|
|
|
$
|
14,059
|
|
Cash paid for income taxes
|
$
|
157
|
|
|
$
|
31
|
|
Supplemental schedule of noncash investing and financing activities
|
|
|
|
|
|
||
Accounts payable and accrued liabilities for construction in progress
|
$
|
12,838
|
|
|
$
|
5,674
|
|
Accrued leasing commissions
|
$
|
663
|
|
|
$
|
710
|
|
Reduction to capital for prepaid offering costs
|
$
|
—
|
|
|
$
|
176
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
In-place leases
|
$
|
40,884
|
|
|
$
|
40,884
|
|
Accumulated amortization
|
(35,058
|
)
|
|
(34,603
|
)
|
||
Above market leases
|
11,963
|
|
|
11,963
|
|
||
Accumulated amortization
|
(11,587
|
)
|
|
(11,445
|
)
|
||
Acquired lease intangible assets, net
|
$
|
6,202
|
|
|
$
|
6,799
|
|
Below market leases
|
$
|
63,172
|
|
|
$
|
63,172
|
|
Accumulated accretion
|
(38,288
|
)
|
|
(37,220
|
)
|
||
Acquired lease intangible liabilities, net
|
$
|
24,884
|
|
|
$
|
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
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||||||
Deferred compensation liability
|
$
|
—
|
|
$
|
1,438
|
|
$
|
—
|
|
$
|
1,438
|
|
|
$
|
—
|
|
$
|
1,424
|
|
$
|
—
|
|
$
|
1,424
|
|
Interest rate swap asset
|
$
|
—
|
|
$
|
4,160
|
|
$
|
—
|
|
$
|
4,160
|
|
|
$
|
—
|
|
$
|
6,002
|
|
$
|
—
|
|
$
|
6,002
|
|
Interest rate swap liability
|
$
|
—
|
|
$
|
1,092
|
|
$
|
—
|
|
$
|
1,092
|
|
|
$
|
—
|
|
$
|
801
|
|
$
|
—
|
|
$
|
801
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Secured notes payable, net
|
$
|
162,688
|
|
|
$
|
166,043
|
|
|
$
|
182,572
|
|
|
$
|
183,253
|
|
Unsecured term loans, net
|
$
|
248,494
|
|
|
$
|
250,000
|
|
|
$
|
248,765
|
|
|
$
|
250,000
|
|
Unsecured senior guaranteed notes, net
|
$
|
797,215
|
|
|
$
|
802,198
|
|
|
$
|
797,098
|
|
|
$
|
790,267
|
|
Unsecured line of credit, net
|
$
|
86,438
|
|
|
$
|
88,000
|
|
|
$
|
62,337
|
|
|
$
|
64,000
|
|
Swap Counterparty
|
|
Notional Amount
|
|
Effective Date
|
|
Maturity Date
|
|
Fair Value
|
||||
Bank of America, N.A.
|
|
$
|
100,000
|
|
|
1/9/2019
|
|
1/9/2021
|
|
$
|
(1,092
|
)
|
U.S. Bank N.A.
|
|
$
|
100,000
|
|
|
3/1/2016
|
|
3/1/2023
|
|
$
|
2,763
|
|
Wells Fargo Bank, N.A.
|
|
$
|
50,000
|
|
|
5/2/2016
|
|
3/1/2023
|
|
$
|
1,397
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Leasing commissions, net of accumulated amortization of $29,537 and $28,597, respectively
|
$
|
28,895
|
|
|
$
|
28,796
|
|
Interest rate swap asset
|
4,160
|
|
|
6,002
|
|
||
Acquired above market leases, net
|
376
|
|
|
518
|
|
||
Acquired in-place leases, net
|
5,826
|
|
|
6,281
|
|
||
Lease incentives, net of accumulated amortization of $385 and $299, respectively
|
676
|
|
|
747
|
|
||
Other intangible assets, net of accumulated amortization of $1,025 and $981, respectively
|
2,949
|
|
|
2,994
|
|
||
Right-of-use lease asset
|
6,973
|
|
|
—
|
|
||
Prepaid expenses and other
|
6,314
|
|
|
6,683
|
|
||
Total other assets
|
$
|
56,169
|
|
|
$
|
52,021
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Acquired below market leases, net
|
$
|
24,884
|
|
|
$
|
25,952
|
|
Prepaid rent and deferred revenue
|
11,020
|
|
|
11,634
|
|
||
Interest rate swap liability
|
1,092
|
|
|
801
|
|
||
Deferred rent expense and lease intangible
|
1,424
|
|
|
2,210
|
|
||
Deferred compensation
|
1,438
|
|
|
1,424
|
|
||
Deferred tax liability
|
93
|
|
|
93
|
|
||
Straight-line rent liability
|
7,929
|
|
|
7,393
|
|
||
Lease liability
|
7,692
|
|
|
—
|
|
||
Other liabilities
|
46
|
|
|
40
|
|
||
Total other liabilities and deferred credits, net
|
$
|
55,618
|
|
|
$
|
49,547
|
|
|
Principal Balance as of
|
|
Stated Interest Rate
|
|
Stated Maturity Date
|
|||||||
Description of Debt
|
March 31, 2019
|
|
December 31, 2018
|
|
as of March 31, 2019
|
|||||||
Torrey Reserve—North Court (1)(2)
|
—
|
|
|
19,620
|
|
|
7.22
|
%
|
|
June 1, 2019
|
||
Torrey Reserve—VCI, VCII, VCIII (2)
|
6,600
|
|
|
6,635
|
|
|
6.36
|
%
|
|
June 1, 2020
|
||
Solana Crossing I-II (2)
|
10,444
|
|
|
10,502
|
|
|
5.91
|
%
|
|
June 1, 2020
|
||
Solana Beach Towne Centre (2)
|
34,812
|
|
|
35,008
|
|
|
5.91
|
%
|
|
June 1, 2020
|
||
City Center Bellevue (3)
|
111,000
|
|
|
111,000
|
|
|
3.98
|
%
|
|
November 1, 2022
|
||
|
162,856
|
|
|
182,765
|
|
|
|
|
|
|||
Debt issuance costs, net of accumulated amortization of $406 and $671, respectively
|
(168
|
)
|
|
(193
|
)
|
|
|
|
|
|||
Total Secured Notes Payable Outstanding
|
$
|
162,688
|
|
|
$
|
182,572
|
|
|
|
|
|
(1)
|
Loan repaid in full, without premium or penalty, on March 1, 2019.
|
(2)
|
Principal payments based on a 30-year amortization schedule.
|
(3)
|
Interest only.
|
Description of Debt
|
Principal Balance as of
|
|
Stated Interest Rate
|
|
Stated Maturity Date
|
|||||||||
March 31, 2019
|
|
December 31, 2018
|
|
as of March 31, 2019
|
|
|||||||||
Term Loan A
|
$
|
100,000
|
|
|
$
|
100,000
|
|
|
Variable
|
|
(1)
|
|
January 9, 2021
|
|
Senior Guaranteed Notes, Series A
|
150,000
|
|
|
150,000
|
|
|
4.04
|
%
|
(2)
|
|
October 31, 2021
|
|
||
Term Loan B
|
100,000
|
|
|
100,000
|
|
|
Variable
|
|
(3)
|
|
March 1, 2023
|
|
||
Term Loan C
|
50,000
|
|
|
50,000
|
|
|
Variable
|
|
(4)
|
|
March 1, 2023
|
|
||
Senior Guaranteed Notes, Series F
|
100,000
|
|
|
100,000
|
|
|
3.78
|
%
|
(5)
|
|
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
|
%
|
(6)
|
|
March 1, 2027
|
|
||
Senior Guaranteed Notes, Series E
|
100,000
|
|
|
100,000
|
|
|
4.24
|
%
|
(7)
|
|
May 23, 2029
|
|
||
|
1,050,000
|
|
|
1,050,000
|
|
|
|
|
|
|
|
|||
Debt issuance costs, net of accumulated amortization of $7,084 and $6,844, respectively
|
(4,291
|
)
|
|
(4,137
|
)
|
|
|
|
|
|
|
|||
Total Unsecured Notes Payable
|
$
|
1,045,709
|
|
|
$
|
1,045,863
|
|
|
|
|
|
|
|
(1)
|
The Operating Partnership has entered into an interest rate swap agreement that is intended to fix the interest rate associated with Term Loan A at approximately 4.13% through its stated maturity date, subject to adjustments based on our consolidated leverage ratio.
|
(2)
|
The Operating Partnership entered into a one-month forward-starting seven years swap contract on August 19, 2014, which was settled on September 19, 2014 at a gain of approximately $1.6 million. The forward-starting seven-year swap contract was deemed to be a highly effective cash flow hedge, accordingly, the effective interest rate is approximately 3.88% per annum.
|
(3)
|
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. Effective March 1, 2018, the effective interest rate associated with Term Loan B is approximately 2.75%, subject to adjustments based on our consolidated leverage ratio.
|
(4)
|
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. Effective March 1, 2018, the effective interest rate associated with Term Loan C is approximately 2.74%, subject to adjustments based on our consolidated leverage ratio.
|
(5)
|
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.
|
(6)
|
The Operating Partnership entered into forward-starting interest rate swap contracts on March 29, 2016 and April 7, 2016, which were settled on January 18, 2017 at a gain of approximately $10.4 million. The forward-starting interest swap rate contracts were deemed to be a highly effective cash flow hedge, accordingly, the effective interest rate is approximately 3.87% per annum.
|
(7)
|
The Operating 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.
|
•
|
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.
|
|
Three Months Ended March 31, 2019
|
||
Number of shares of common stock issued through ATM programs
|
162,531
|
||
Weighted average price per share
|
$45.53
|
||
|
|
||
Proceeds, gross
|
$
|
7,401
|
|
Sales agent compensation
|
(74
|
)
|
|
Offering costs
|
(293
|
)
|
|
Proceeds, net
|
$
|
7,034
|
|
Period
|
|
Amount per
Share/Unit
|
|
Period Covered
|
|
Dividend Paid Date
|
||
First Quarter 2019
|
|
$
|
0.28
|
|
|
January 1, 2019 to March 31, 2019
|
|
March 28, 2019
|
|
Units
|
|
Weighted Average Grant Date Fair Value
|
||
Nonvested at January 1, 2019
|
342,093
|
|
|
$28.33
|
|
Granted
|
—
|
|
|
—
|
|
Vested
|
—
|
|
|
—
|
|
Forfeited
|
(11,046
|
)
|
|
$28.41
|
|
Nonvested at March 31, 2019
|
331,047
|
|
|
$28.32
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
NUMERATOR
|
|
|
|
||||
Net income (loss)
|
$
|
15,243
|
|
|
$
|
(691
|
)
|
Less: Net (income) loss attributable to restricted shares
|
(93
|
)
|
|
72
|
|
||
Less: (Income) loss from operations attributable to unitholders in the Operating Partnership
|
(4,055
|
)
|
|
166
|
|
||
Net income (loss) attributable to common stockholders—basic
|
$
|
11,095
|
|
|
$
|
(453
|
)
|
Income (loss) from operations attributable to American Assets Trust, Inc. common stockholders—basic
|
$
|
11,095
|
|
|
$
|
(453
|
)
|
Plus: Income (loss) from operations attributable to unitholders in the Operating Partnership
|
4,055
|
|
|
—
|
|
||
Net income attributable to common stockholders—diluted
|
$
|
15,150
|
|
|
$
|
(453
|
)
|
DENOMINATOR
|
|
|
|
||||
Weighted average common shares outstanding—basic
|
47,004,465
|
|
|
46,935,820
|
|
||
Effect of dilutive securities—conversion of Operating Partnership units
|
17,177,608
|
|
|
—
|
|
||
Weighted average common shares outstanding—diluted
|
64,182,073
|
|
|
46,935,820
|
|
||
|
|
|
|
||||
Earnings (loss) per common share, basic
|
$
|
0.24
|
|
|
$
|
(0.01
|
)
|
Earnings (loss) per common share, diluted
|
$
|
0.24
|
|
|
$
|
(0.01
|
)
|
Year Ending December 31,
|
|
||
2019 (nine months ending December 31, 2019)
|
$
|
179,634
|
|
2020
|
179,925
|
|
|
2021
|
164,848
|
|
|
2022
|
146,016
|
|
|
2023
|
124,300
|
|
|
Thereafter
|
436,240
|
|
|
Total
|
$
|
1,230,963
|
|
Year Ending December 31,
|
|
||
2019 (nine months ending December 31, 2019)
|
$
|
2,519
|
|
2020
|
3,422
|
|
|
2021
|
2,153
|
|
|
2022
|
—
|
|
|
2023
|
—
|
|
|
Thereafter
|
—
|
|
|
Total lease payments
|
$
|
8,094
|
|
Imputed interest
|
$
|
(402
|
)
|
Present value of lease liability
|
$
|
7,692
|
|
|
Three Months Ended March 31,
|
||
|
2019
|
||
Operating lease cost
|
$
|
833
|
|
Variable lease cost
|
—
|
|
|
Sublease income
|
(625
|
)
|
|
Total lease cost
|
$
|
208
|
|
|
|
||
Weighted-average remaining lease term - operating leases (in years)
|
2.4
|
|
|
Weighted-average discount rate - operating leases
|
4.13
|
%
|
|
Three Months Ended March 31,
|
||
|
2019
|
||
Operating cash flow information:
|
|
||
Cash paid for amounts included in the measurement of lease liabilities
|
$
|
827
|
|
Non-cash activity:
|
|
||
Right-of-use assets obtained in exchange for operating lease obligations
|
$
|
7,661
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Lease rental income
|
|
|
|
||||
Retail
|
$
|
24,449
|
|
|
$
|
19,654
|
|
Office
|
26,148
|
|
|
23,306
|
|
||
Multifamily
|
11,996
|
|
|
11,486
|
|
||
Mixed-use
|
3,877
|
|
|
2,825
|
|
||
Cost reimbursement
|
—
|
|
|
8,342
|
|
||
Percentage rent
|
266
|
|
|
436
|
|
||
Hotel revenue
|
9,642
|
|
|
9,783
|
|
||
Other
|
453
|
|
|
369
|
|
||
Total rental income
|
$
|
76,831
|
|
|
$
|
76,201
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Rental operating
|
$
|
8,551
|
|
|
$
|
8,660
|
|
Hotel operating
|
5,973
|
|
|
6,032
|
|
||
Repairs and maintenance
|
3,459
|
|
|
3,001
|
|
||
Marketing
|
546
|
|
|
412
|
|
||
Rent
|
841
|
|
|
794
|
|
||
Hawaii excise tax
|
944
|
|
|
1,033
|
|
||
Management fees
|
482
|
|
|
488
|
|
||
Total rental expenses
|
$
|
20,796
|
|
|
$
|
20,420
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Interest and investment income
|
$
|
7
|
|
|
$
|
140
|
|
Income tax (expense) benefit
|
(236
|
)
|
|
65
|
|
||
Other non-operating income
|
—
|
|
|
4
|
|
||
Total other (expense) income, net
|
$
|
(229
|
)
|
|
$
|
209
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Total Retail
|
|
|
|
||||
Property revenue
|
$
|
29,437
|
|
|
$
|
26,157
|
|
Property expense
|
(7,154
|
)
|
|
(6,811
|
)
|
||
Segment profit
|
22,283
|
|
|
19,346
|
|
||
Total Office
|
|
|
|
||||
Property revenue
|
27,806
|
|
|
26,770
|
|
||
Property expense
|
(8,489
|
)
|
|
(8,013
|
)
|
||
Segment profit
|
19,317
|
|
|
18,757
|
|
||
Total Multifamily
|
|
|
|
||||
Property revenue
|
12,899
|
|
|
12,424
|
|
||
Property expense
|
(5,073
|
)
|
|
(4,997
|
)
|
||
Segment profit
|
7,826
|
|
|
7,427
|
|
||
Total Mixed-Use
|
|
|
|
||||
Property revenue
|
15,177
|
|
|
15,381
|
|
||
Property expense
|
(9,126
|
)
|
|
(9,145
|
)
|
||
Segment profit
|
6,051
|
|
|
6,236
|
|
||
Total segments’ profit
|
$
|
55,477
|
|
|
$
|
51,766
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Total segments’ profit
|
$
|
55,477
|
|
|
$
|
51,766
|
|
General and administrative
|
(6,073
|
)
|
|
(5,567
|
)
|
||
Depreciation and amortization
|
(20,583
|
)
|
|
(33,279
|
)
|
||
Interest expense
|
(13,349
|
)
|
|
(13,820
|
)
|
||
Other (expense) income, net
|
(229
|
)
|
|
209
|
|
||
Net income (loss)
|
15,243
|
|
|
(691
|
)
|
||
Net (income) loss attributable to restricted shares
|
(93
|
)
|
|
72
|
|
||
Net (income) loss attributable to unitholders in the Operating Partnership
|
(4,055
|
)
|
|
166
|
|
||
Net income (loss) attributable to American Assets Trust, Inc. stockholders
|
$
|
11,095
|
|
|
$
|
(453
|
)
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Net Real Estate
|
|
|
|
||||
Retail
|
$
|
633,605
|
|
|
$
|
628,734
|
|
Office
|
828,746
|
|
|
822,574
|
|
||
Multifamily
|
409,006
|
|
|
412,042
|
|
||
Mixed-Use
|
175,516
|
|
|
176,503
|
|
||
|
$
|
2,046,873
|
|
|
$
|
2,039,853
|
|
Secured Notes Payable (1)
|
|
|
|
||||
Retail
|
$
|
34,812
|
|
|
$
|
35,008
|
|
Office
|
128,044
|
|
|
147,757
|
|
||
Multifamily
|
—
|
|
|
—
|
|
||
Mixed-Use
|
—
|
|
|
—
|
|
||
|
$
|
162,856
|
|
|
$
|
182,765
|
|
(1)
|
Excludes debt issuance costs of $0.2 million and $0.2 million for each of the periods ending March 31, 2019 and December 31, 2018, respectively.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Capital Expenditures (1)
|
|
|
|
||||
Retail
|
$
|
4,791
|
|
|
$
|
2,229
|
|
Office
|
16,483
|
|
|
7,373
|
|
||
Multifamily
|
771
|
|
|
1,609
|
|
||
Mixed-Use
|
392
|
|
|
154
|
|
||
|
$
|
22,437
|
|
|
$
|
11,365
|
|
(1)
|
Capital expenditures represent cash paid for capital expenditures during the period and include leasing commissions paid.
|
•
|
adverse economic or real estate developments in our markets;
|
•
|
our failure to generate sufficient cash flows to service our outstanding indebtedness;
|
•
|
defaults on, early terminations of or non-renewal of leases by tenants, including significant tenants;
|
•
|
difficulties in identifying properties to acquire and completing acquisitions;
|
•
|
difficulties in completing dispositions;
|
•
|
our failure to successfully operate acquired properties and operations;
|
•
|
our inability to develop or redevelop our properties due to market conditions;
|
•
|
fluctuations in interest rates and increased operating costs;
|
•
|
risks related to joint venture arrangements;
|
•
|
our failure to obtain necessary outside financing;
|
•
|
on-going litigation;
|
•
|
general economic conditions;
|
•
|
financial market fluctuations;
|
•
|
risks that affect the general retail, office, multifamily and mixed-use environment;
|
•
|
the competitive environment in which we operate;
|
•
|
decreased rental rates or increased vacancy rates;
|
•
|
conflicts of interests with our officers or directors;
|
•
|
lack or insufficient amounts of insurance;
|
•
|
environmental uncertainties and risks related to adverse weather conditions and natural disasters;
|
•
|
other factors affecting the real estate industry generally;
|
•
|
limitations imposed on our business and our ability to satisfy complex rules in order for us to continue to qualify as a real estate investment trust, or REIT, for U.S. federal income tax purposes; and
|
•
|
changes in governmental regulations or interpretations thereof, such as real estate and zoning laws and increases in real property tax rates and taxation of REITs.
|
|
Three Months Ended March 31,
|
||||
|
2019
|
|
2018
|
||
Same-Store
|
24
|
|
|
23
|
|
Non-Same Store
|
3
|
|
|
3
|
|
Total Properties
|
27
|
|
|
26
|
|
|
|
|
|
||
Redevelopment Same-Store
|
25
|
|
|
24
|
|
|
|
|
|
||
Total Development Properties
|
3
|
|
|
4
|
|
|
Three Months Ended March 31,
|
|
Change
|
|
%
|
|||||||||
|
2019
|
|
2018
|
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|||||||
Rental income
|
$
|
76,831
|
|
|
$
|
76,201
|
|
|
$
|
630
|
|
|
1
|
%
|
Other property income
|
8,488
|
|
|
4,531
|
|
|
3,957
|
|
|
87
|
|
|||
Total property revenues
|
85,319
|
|
|
80,732
|
|
|
4,587
|
|
|
6
|
|
|||
Expenses
|
|
|
|
|
|
|
|
|||||||
Rental expenses
|
20,796
|
|
|
20,420
|
|
|
376
|
|
|
2
|
|
|||
Real estate taxes
|
9,046
|
|
|
8,546
|
|
|
500
|
|
|
6
|
|
|||
Total property expenses
|
29,842
|
|
|
28,966
|
|
|
876
|
|
|
3
|
|
|||
Total property income
|
55,477
|
|
|
51,766
|
|
|
3,711
|
|
|
7
|
|
|||
General and administrative
|
(6,073
|
)
|
|
(5,567
|
)
|
|
(506
|
)
|
|
9
|
|
|||
Depreciation and amortization
|
(20,583
|
)
|
|
(33,279
|
)
|
|
12,696
|
|
|
(38
|
)
|
|||
Interest expense
|
(13,349
|
)
|
|
(13,820
|
)
|
|
471
|
|
|
(3
|
)
|
|||
Other (expense) income, net
|
(229
|
)
|
|
209
|
|
|
(438
|
)
|
|
(210
|
)
|
|||
Net income (loss)
|
15,243
|
|
|
(691
|
)
|
|
15,934
|
|
|
(2,306
|
)
|
|||
Net (income) loss attributable to restricted shares
|
(93
|
)
|
|
72
|
|
|
(165
|
)
|
|
(229
|
)
|
|||
Net (income) loss attributable to unitholders in the Operating Partnership
|
(4,055
|
)
|
|
166
|
|
|
(4,221
|
)
|
|
(2,543
|
)
|
|||
Net income (loss) attributable to American Assets Trust, Inc. stockholders
|
$
|
11,095
|
|
|
$
|
(453
|
)
|
|
$
|
11,548
|
|
|
(2,549
|
)%
|
|
Percentage Leased (1)
|
||||
|
March 31,
|
||||
|
2019
|
2018
|
|||
Retail
|
97.1
|
%
|
|
96.6
|
%
|
Office
|
92.3
|
%
|
|
94.6
|
%
|
Multifamily
|
93.9
|
%
|
|
92.7
|
%
|
Mixed-Use (2)
|
98.2
|
%
|
|
96.9
|
%
|
(1)
|
The percentage leased includes the square footage under lease, including leases which may not have commenced as of March 31, 2019 or March 31, 2018, as applicable.
|
(2)
|
Includes the retail portion of the mixed-use property only.
|
|
Total Portfolio
|
|
Same-Store Portfolio(1)
|
||||||||||||||||||||||||||
|
Three Months Ended March 31,
|
|
Change
|
|
%
|
|
Three Months Ended March 31,
|
|
Change
|
|
%
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
|||||||||||||||||||||
Retail
|
$
|
24,734
|
|
|
$
|
25,808
|
|
|
$
|
(1,074
|
)
|
|
(4
|
)%
|
|
$
|
21,220
|
|
|
$
|
21,196
|
|
|
$
|
24
|
|
|
—
|
%
|
Office
|
26,343
|
|
|
24,979
|
|
|
1,364
|
|
|
5
|
|
|
26,005
|
|
|
24,973
|
|
|
1,032
|
|
|
4
|
|
||||||
Multifamily
|
12,044
|
|
|
11,535
|
|
|
509
|
|
|
4
|
|
|
12,044
|
|
|
11,535
|
|
|
509
|
|
|
4
|
|
||||||
Mixed-Use
|
13,710
|
|
|
13,879
|
|
|
(169
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
$
|
76,831
|
|
|
$
|
76,201
|
|
|
$
|
630
|
|
|
1
|
%
|
|
$
|
59,269
|
|
|
$
|
57,704
|
|
|
$
|
1,565
|
|
|
3
|
%
|
(1)
|
For this table and tables following, the same-store portfolio excludes: (i) Waikele Center due to significant redevelopment activity; (ii) Torrey Point, which was placed into operations and became available for occupancy in August 2018 and (iii) land held for development.
|
|
Total Portfolio
|
|
Same-Store Portfolio
|
||||||||||||||||||||||||||
|
Three Months Ended March 31,
|
|
Change
|
|
%
|
|
Three Months Ended March 31,
|
|
Change
|
|
%
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
|||||||||||||||||||||
Retail
|
$
|
4,703
|
|
|
$
|
349
|
|
|
$
|
4,354
|
|
|
1,248
|
%
|
|
$
|
4,498
|
|
|
$
|
79
|
|
|
$
|
4,419
|
|
|
5,594
|
%
|
Office
|
1,463
|
|
|
1,791
|
|
|
(328
|
)
|
|
(18
|
)
|
|
1,425
|
|
|
1,753
|
|
|
(328
|
)
|
|
(19
|
)
|
||||||
Multifamily
|
855
|
|
|
889
|
|
|
(34
|
)
|
|
(4
|
)
|
|
855
|
|
|
889
|
|
|
(34
|
)
|
|
(4
|
)
|
||||||
Mixed-Use
|
1,467
|
|
|
1,502
|
|
|
(35
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
$
|
8,488
|
|
|
$
|
4,531
|
|
|
$
|
3,957
|
|
|
87
|
%
|
|
$
|
6,778
|
|
|
$
|
2,721
|
|
|
$
|
4,057
|
|
|
149
|
%
|
|
Total Portfolio
|
|
Same-Store Portfolio
|
||||||||||||||||||||||||||
|
Three Months Ended March 31,
|
|
Change
|
|
%
|
|
Three Months Ended March 31,
|
|
Change
|
|
%
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
|||||||||||||||||||||
Retail
|
$
|
3,519
|
|
|
$
|
3,450
|
|
|
$
|
69
|
|
|
2
|
%
|
|
$
|
2,805
|
|
|
$
|
2,901
|
|
|
$
|
(96
|
)
|
|
(3
|
)%
|
Office
|
5,469
|
|
|
5,097
|
|
|
372
|
|
|
7
|
|
|
5,200
|
|
|
4,965
|
|
|
235
|
|
|
5
|
|
||||||
Multifamily
|
3,492
|
|
|
3,452
|
|
|
40
|
|
|
1
|
|
|
3,492
|
|
|
3,452
|
|
|
40
|
|
|
1
|
|
||||||
Mixed-Use
|
8,316
|
|
|
8,421
|
|
|
(105
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
$
|
20,796
|
|
|
$
|
20,420
|
|
|
$
|
376
|
|
|
2
|
%
|
|
$
|
11,497
|
|
|
$
|
11,318
|
|
|
$
|
179
|
|
|
2
|
%
|
|
Total Portfolio
|
|
Same-Store Portfolio
|
||||||||||||||||||||||||||
|
Three Months Ended March 31,
|
|
Change
|
|
%
|
|
Three Months Ended March 31,
|
|
Change
|
|
%
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
|||||||||||||||||||||
Retail
|
$
|
3,635
|
|
|
$
|
3,361
|
|
|
$
|
274
|
|
|
8
|
%
|
|
$
|
2,933
|
|
|
$
|
2,632
|
|
|
$
|
301
|
|
|
11
|
%
|
Office
|
3,020
|
|
|
2,916
|
|
|
104
|
|
|
4
|
|
|
2,862
|
|
|
2,859
|
|
|
3
|
|
|
—
|
|
||||||
Multifamily
|
1,581
|
|
|
1,545
|
|
|
36
|
|
|
2
|
|
|
1,581
|
|
|
1,545
|
|
|
36
|
|
|
2
|
|
||||||
Mixed-Use
|
810
|
|
|
724
|
|
|
86
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
$
|
9,046
|
|
|
$
|
8,546
|
|
|
$
|
500
|
|
|
6
|
%
|
|
$
|
7,376
|
|
|
$
|
7,036
|
|
|
$
|
340
|
|
|
5
|
%
|
|
Total Portfolio
|
|
Same-Store Portfolio
|
||||||||||||||||||||||||||
|
Three Months Ended March 31,
|
|
Change
|
|
%
|
|
Three Months Ended March 31,
|
|
Change
|
|
%
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
|||||||||||||||||||||
Retail
|
$
|
22,283
|
|
|
$
|
19,346
|
|
|
$
|
2,937
|
|
|
15
|
%
|
|
$
|
19,980
|
|
|
$
|
15,742
|
|
|
$
|
4,238
|
|
|
27
|
%
|
Office
|
19,317
|
|
|
18,757
|
|
|
560
|
|
|
3
|
|
|
19,368
|
|
|
18,902
|
|
|
466
|
|
|
2
|
|
||||||
Multifamily
|
7,826
|
|
|
7,427
|
|
|
399
|
|
|
5
|
|
|
7,826
|
|
|
7,427
|
|
|
399
|
|
|
5
|
|
||||||
Mixed-Use
|
6,051
|
|
|
6,236
|
|
|
(185
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
$
|
55,477
|
|
|
$
|
51,766
|
|
|
$
|
3,711
|
|
|
7
|
%
|
|
$
|
47,174
|
|
|
$
|
42,071
|
|
|
$
|
5,103
|
|
|
12
|
%
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net operating income
|
$
|
55,477
|
|
|
$
|
51,766
|
|
General and administrative
|
(6,073
|
)
|
|
(5,567
|
)
|
||
Depreciation and amortization
|
(20,583
|
)
|
|
(33,279
|
)
|
||
Interest expense
|
(13,349
|
)
|
|
(13,820
|
)
|
||
Other (expense) income, net
|
(229
|
)
|
|
209
|
|
||
Net income (loss)
|
$
|
15,243
|
|
|
$
|
(691
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Funds from Operations (FFO)
|
|
|
|
||||
Net income (loss)
|
$
|
15,243
|
|
|
$
|
(691
|
)
|
Plus: Real estate depreciation and amortization
|
20,583
|
|
|
33,279
|
|
||
Funds from operations
|
35,826
|
|
|
32,588
|
|
||
Less: Nonforfeitable dividends on incentive restricted stock awards
|
(91
|
)
|
|
(71
|
)
|
||
FFO attributable to common stock and units
|
$
|
35,735
|
|
|
$
|
32,517
|
|
FFO per diluted share/unit
|
$
|
0.56
|
|
|
$
|
0.51
|
|
Weighted average number of common shares and units, diluted (1)
|
64,185,323
|
|
|
64,134,497
|
|
(1)
|
The weighted average common shares used to compute FFO per diluted share include unvested restricted stock awards that are subject to time vesting, which were excluded from the computation of diluted EPS, as the vesting of the restricted stock awards is dilutive in the computation of FFO per diluted share but is anti-dilutive for the computation of diluted EPS for the period. Diluted shares exclude incentive restricted stock as these awards are considered contingently issuable.
|
Exhibit No.
|
|
Description
|
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
101.INS*
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
American Assets Trust, Inc.
|
|
American Assets Trust, L.P.
|
||
|
|
By: American Assets Trust, Inc.
|
||
|
|
Its: General Partner
|
||
|
|
|
||
/s/ ERNEST RADY
|
|
/s/ ERNEST RADY
|
||
Ernest Rady
|
|
Ernest Rady
|
||
Chairman, President and Chief Executive Officer
|
|
Chairman, President and Chief Executive Officer
|
||
(Principal Executive Officer)
|
|
(Principal Executive Officer)
|
||
|
|
|
||
/s/ ROBERT F. BARTON
|
|
/s/ ROBERT F. BARTON
|
||
Robert F. Barton
|
|
Robert F. Barton
|
||
Executive Vice President, Chief Financial
Officer |
|
Executive Vice President, Chief Financial
Officer |
||
(Principal Financial and Accounting
Officer) |
|
(Principal Financial and Accounting
Officer) |
||
|
|
|
||
Date:
|
May 3, 2019
|
|
Date:
|
May 3, 2019
|
1.
|
I have reviewed this quarterly report on Form 10-Q of American Assets Trust, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
May 3, 2019
|
/s/ ERNEST RADY
|
|
|
Ernest Rady
|
|
|
Chairman, President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of American Assets Trust, L.P.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(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;
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(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;
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(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
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(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
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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.
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Date:
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May 3, 2019
|
/s/ ERNEST RADY
|
|
|
Ernest Rady
|
|
|
Chairman, President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of American Assets Trust, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
May 3, 2019
|
/s/ ROBERT F. BARTON
|
|
|
Robert F. Barton
|
|
|
EVP and Chief Financial Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of American Assets Trust, L.P.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
May 3, 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
|