AMERICAN ASSETS TRUST, INC.
Forward-Looking Statements
The following discussion should be read in conjunction with the consolidated
financial statements and notes thereto appearing elsewhere in this report. We
make statements in this report that are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 (set forth in
Section 27A of the Securities Act of 1933, as amended, or the Securities Act,
and Section 21E of the Securities Exchange Act of 1934, as amended, or the
Exchange Act). In particular, statements pertaining to our capital resources,
portfolio performance and results of operations contain forward-looking
statements. Likewise, all of our statements regarding anticipated growth in our
funds from operations and anticipated market conditions, demographics and
results of operations are forward-looking statements. You can identify
forward-looking statements by the use of forward-looking terminology such as
"believes," "expects," "may," "will," "should," "seeks," "approximately,"
"intends," "plans," "pro forma," "estimates" or "anticipates" or the negative of
these words and phrases or similar words or phrases which are predictions of or
indicate future events or trends and which do not relate solely to historical
matters. Currently, one of the most significant risk factors, is the potential
adverse effect of the current COVID-19 pandemic on our financial condition,
results of operations, cash flows and performance or that of, our tenants and
guests, the real estate market and the global economy and financial markets. The
extent to which the COVID-19 pandemic impacts us, our tenants and guests will
depend on future developments, which are highly uncertain and cannot be
predicted with confidence, including the scope, severity and duration of the
pandemic, the actions taken to contain the pandemic or mitigate its impact, and
the direct and indirect economic effects of the pandemic and containment
measures, among others. You can also identify forward-looking statements by
discussions of strategy, plans or intentions.
Forward-looking statements involve numerous risks and uncertainties and you
should not rely on them as predictions of future events. Forward-looking
statements depend on assumptions, data or methods which may be incorrect or
imprecise and we may not be able to realize them. We do not guarantee that the
transactions and events described will happen as described (or that they will
happen at all). The following factors, among others, could cause actual results
and future events to differ materially from those set forth or contemplated in
the forward-looking statements:
•the impact of epidemics, pandemics, or other outbreaks of illness, disease or
virus (such as the COVID-19 pandemic) and the actions taken by government
authorities and others related thereto, including the ability of our company,
our properties and our tenants to operate;
•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;
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•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.
While forward-looking statements reflect our good faith beliefs, they are not
guarantees of future performance. We disclaim any obligation to publicly update
or revise any forward-looking statement to reflect changes in underlying
assumptions or factors, new information, data or methods, future events or other
changes. For a further discussion of these and other factors, see the section
entitled "Item 1A. Risk Factors" contained herein and in our annual report on
Form 10-K for the year ended December 31, 2020 .
Overview
References to "we," "our," "us" and "our company" refer to American Assets
Trust, Inc. , a Maryland corporation, together with our consolidated
subsidiaries, including American Assets Trust, L.P. , a Maryland limited
partnership, of which we are the sole general partner and which we refer to in
this report as our Operating Partnership .
We are a full service, vertically integrated and self-administered REIT that
owns, operates, acquires and develops high quality retail, office, multifamily
and mixed-use properties in attractive, high-barrier-to-entry markets in
Southern California , Northern California , Oregon , Washington , Texas and Hawaii .
As of June 30, 2021 , our portfolio was comprised of twelve retail shopping
centers; nine office properties; a mixed-use property consisting of a 369-room
all-suite hotel and a retail shopping center; and six multifamily properties.
Additionally, as of June 30, 2021 , we owned land at three of our properties that
we classified as held for development and/or construction in progress. Our core
markets include San Diego ; the San Francisco Bay Area ; Portland, Oregon ;
Bellevue, Washington ; and Oahu, Hawaii . We are a Maryland corporation formed on
July 16, 2010 to acquire the entities owning various controlling and
noncontrolling interests in real estate assets owned and/or managed by Ernest S.
Rady or his affiliates, including the Ernest Rady Trust U/D/T March 13, 1983 , or
the Rady Trust , and did not have any operating activity until the consummation
of our initial public offering on January 19, 2011 . Our Company, as the sole
general partner of our Operating Partnership , has control of our Operating
Partnership and owned 78.8% of our Operating Partnership as of June 30, 2021 .
Accordingly, we consolidate the assets, liabilities and results of operations of
our Operating Partnership .
Critical Accounting Policies
We identified certain critical accounting policies that affect certain of our
more significant estimates and assumptions used in preparing our consolidated
financial statements in our annual report on Form 10-K for the year ended
December 31, 2020 . We have not made any material changes to these policies
during the periods covered by this report, other than those described in
Footnote 1.
Same-store
We have provided certain information on a total portfolio, same-store and
redevelopment same-store basis. Information provided on a same-store basis
includes the results of properties that we owned and operated for the entirety
of both periods being compared except for properties for which significant
redevelopment or expansion occurred during either of the periods being compared,
properties under development, properties classified as held for development and
properties classified as discontinued operations. Information provided on a
redevelopment same-store basis includes the results of properties undergoing
significant redevelopment for the entirety or portion of both periods being
compared. Same-store and redevelopment same-store are considered by management
to be important measures because they assist in eliminating disparities due to
the development, acquisition or disposition of properties during the particular
period presented, and thus provides a more consistent performance measure for
the comparison of the Company's stabilized and redevelopment properties, as
applicable. Additionally, redevelopment same-store is considered by management
to be an important measure because it assists in evaluating the timing of the
start and stabilization of our redevelopment opportunities and the impact that
these redevelopments have in enhancing our operating performance.
While there is judgment surrounding changes in designations, we typically
reclassify significant development, redevelopment or expansion properties into
same-store properties once they are stabilized. Properties are deemed stabilized
typically at the earlier of (i) reaching 90% occupancy or (ii) four quarters
following a property's inclusion in operating real estate. We typically remove
properties from same-store properties when the development, redevelopment or
expansion has or is expected to have a significant impact on the property's
annualized base rent, occupancy and operating income within the calendar year.
Our evaluation of significant impact related to development, redevelopment or
expansion activity is based on
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quantitative and qualitative measures including, but not limited to the
following: the total budgeted cost of planned construction activity compared to
the property's annualized base rent, occupancy and property operating income
within the calendar year; percentage of development, redevelopment or expansion
square footage to total property square footage; and the ability to maintain
historic occupancy and rental rates. In consideration of these measures, we
generally remove properties from same-store properties when we see a decline in
a property's annualized base rent, occupancy and operating income within the
calendar year as a direct result of ongoing redevelopment, development or
expansion activity. Acquired properties are classified into same-store
properties once we have owned such properties for the entirety of comparable
period(s) and the properties are not under significant development or expansion.
Below is a summary of our same-store composition for the three and six months
ended June 30, 2021 and 2020. For the three months ended June 30, 2021 , Waikele
Center was reclassified to same-store properties when compared to the
designation for the three months ended June 30, 2020 as redevelopment activity
at the property is on hold for the near future and is comparable for the three
months ended June 30, 2021 . One Beach Street is classified as a non-same-store
property due to redevelopment activity to renovate the property. Waikiki Beach
Walk Retail and Embassy Suites™ Hotel is classified as a non-same-store property
due to spalling repair activity previously disrupting the hotel portion of the
property's operations.
For the six months ended June 30, 2021 , One Beach Street was reclassified to
non-same-store properties when compared to the designation for the six months
ended June 30, 2020 due to redevelopment activity to renovate the property.
Waikiki Beach Walk Retail and Embassy Suites™ Hotel is classified as a
non-same-store property due to spalling repair activity disrupting the hotel
portion of the properties operations. Waikele Center was reclassified to
same-store properties as redevelopment activity is on hold for the near future
In our determination of same-store and redevelopment same-store properties for
the six months ended June 30, 2021 , One Beach Street have been identified as
same-store redevelopment properties due to significant redevelopment activity.
Retail same-store net operating income decreased approximately 12.8% for the six
months ended June 30, 2021 compared to the same period in 2020. Office
same-store net operating income increased 2.0% for the six months ended June 30,
2021 compared to the same period in 2020. Office redevelopment same-store net
operating income increased 1.6% for the six months ended June 30, 2021 compared
to the same period in 2020.
Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Same-Store 26 24 26 24
Non-Same-Store 2 4 2 4
Total Properties 28 28 28 28
Redevelopment Same-Store 27 26 27 26
Total Development Properties 3 3 3 3
Outlook
We seek growth in earnings, funds from operations and cash flows primarily
through a combination of the following: growth in our same-store portfolio,
growth in our portfolio from property development and redevelopments and
expansion of our portfolio through property acquisitions. Our properties are
located in some of the nation's most dynamic, high-barrier-to-entry markets
primarily in Southern California , Northern California , Oregon , Washington and
Hawaii , which allow us to take advantage of redevelopment opportunities that
enhance our operating performance through renovation, expansion, reconfiguration
and/or retenanting. We evaluate our properties on an ongoing basis to identify
these types of opportunities.
We intend to opportunistically pursue the development of future phases of Lloyd
Portfolio and La Jolla Commons and the redevelopment of One Beach Street based
on, among other things, market conditions and our evaluation of whether such
opportunities would generate appropriate risk-adjusted financial returns. Our
redevelopment and development opportunities are subject to various factors,
including market conditions and may not ultimately come to fruition.
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We continue to review acquisition opportunities in our primary markets that
would complement our portfolio and provide long-term growth opportunities. Some
of our acquisitions do not initially contribute significantly to earnings
growth; however, we believe they provide long-term re-leasing growth,
redevelopment opportunities and other strategic opportunities. Any growth from
acquisitions is contingent upon our ability to find properties that meet our
qualitative standards at prices that meet our financial hurdles. Changes in
interest rates may affect our success in achieving earnings growth through
acquisitions by affecting both the price that must be paid to acquire a
property, as well as our ability to economically finance a property acquisition.
Generally, our acquisitions are initially financed by available cash, mortgage
loans and/or borrowings under our revolving line of credit, which may be repaid
later with funds raised through the issuance of new equity or new long-term
debt.
COVID-19
We are closely monitoring the impact of COVID-19 pandemic on all aspects of our business and geographies, including how it will impact our tenants and business partners. We are unable to predict the impact that the COVID-19 pandemic will have on our financial condition, results of operations and cash flows due to numerous uncertainties. These uncertainties include the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact and the direct and indirect economic effects of the pandemic and containment measures, among others. The outbreak of COVID-19 in many countries, includingthe United States , has significantly adversely impacted global economic activity and has contributed to significant volatility and negative pressure in financial markets. The global impact of the pandemic has been rapidly evolving. Certain states and cities, including where we own properties, have development sites and where our principal place of business is located, have at various points in time, reacted by instituting quarantines, restrictions on travel, "stay-at-home" orders or "shelter in place" rules, social distancing measures, restrictions on types of business that may continue to operate, and/or restrictions on the types of construction projects that may continue. Though certain restrictions have expired in our markets, the Company cannot predict when remaining restrictions or social distancing measures currently in place will expire. Even after certain of such restrictions are lifted or reduced, the willingness of customers to visit certain of our tenants' businesses may be reduced due to lingering concerns regarding the continued risk of COVID-19 transmission and heightened sensitivity to risks associated with the transmission of other diseases. As a result, the COVID-19 pandemic is negatively impacting almost every industry directly or indirectly, including industries in which the Company and our tenants operate. Further, the impacts of a potential worsening of global economic conditions and the continued disruptions to, and volatility in, the credit and financial markets, consumer spending as well as other unanticipated consequences remain unknown. In addition, we cannot predict the impact that COVID-19 will have on our tenants and other business partners; however, any material effect on these parties could adversely impact us. For the second quarter of 2021, we have collected to date approximately 99% of office rents, 92% of retail rents (including retail component of WaikikiBeach Walk ) and 94% of multifamily rents that were due during the second quarter of 2021. Additionally, for the second quarter of 2021, we collected approximately$0.8 million or 94% of the deferred rent repayments due during the period. We believe the company's financial condition and liquidity are currently strong. Although there is uncertainty related to the anticipated impact of the COVID-19 outbreak on the Company's future results, we believe our efficient business model and ongoing steps we have taken to strengthen our balance sheet has positioned to manage our business through this crisis as it continues to unfold. We continue to manage all aspects of our business including, but not limited to, monitoring the financial health of our tenants, vendors, and other third-party relationships, and developing new opportunities for growth. Due to the COVID-19 pandemic, we cannot reasonably estimate with any degree of certainty the future impact COVID-19 may have on the Company's results of operations, financial position, and liquidity. We remain encouraged by our portfolio's increasing rent collection percentages as well as the broader macroeconomic conditions related to the ongoing transition back to a fully opened economy. While we continue to monitor the COVID-19 vaccination response and economic initiatives undertaken by the new administration, we are hopeful that a continued reopening of the economy in 2021 will result in both job growth and an increase in gross domestic product as compared to 2020. 36 -------------------------------------------------------------------------------- Table of Contents Leasing Our same-store growth is primarily driven by increases in rental rates on new leases and lease renewals and changes in portfolio occupancy. Over the long-term, we believe that the infill nature and strong demographics of our properties provide us with a strategic advantage, allowing us to maintain relatively high occupancy and increase rental rates. Furthermore, we believe the locations of our properties and diversified portfolio will mitigate some of the potentially negative impact of the current economic environment. However, in the short-term due to the COVID-19 pandemic, we have seen a meaningful negative impact on certain of our tenants operations and ability to pay rent, primarily in the retail sector; and any reduction in our tenants' abilities to pay base rent, percentage rent or other charges, including as a result of the COVID-19 pandemic, will adversely affect our financial condition and results of operations. During the three months endedJune 30, 2021 , we signed 14 office leases for a total of 47,684 square feet of office space including 47,380 square feet of comparable renewal office space leases (leases for which there was a prior tenant), at an average rental rate increase on a cash and GAAP basis of 9.3% and 14.7%, respectively. New office leases for comparable spaces were signed for 14,284 square feet at an average rental rate increase on a cash and GAAP basis of 8.4% and 11.7%, respectively. Renewals for comparable office spaces were signed for 33,096 square feet at an average rental rate increase on a cash and GAAP basis of 9.6% and 15.8%, respectively. Tenant improvements and incentives were$23.47 per square foot of office space for comparable new leases for the three months endedJune 30, 2021 , mainly due to tenants at Lloyd Portfolio &Solana Crossing . During the three months endedJune 30, 2021 , we signed 30 retail leases for a total of 123,835 square feet of retail space including 109,875 square feet of comparable renewal retail space leases (leases for which there was a prior tenant), at an average rental rate decrease on a cash basis and GAAP basis of 20.3% and 15.7%, respectively. New retail leases for comparable spaces were signed for 50,869 square feet at an average rental rate decrease on a cash and GAAP basis of (37.6)% and (24.6)%, respectively. Renewals for comparable retail spaces were signed for 59,006 square feet at an average rental rate decrease on a cash basis of (1.3)% and increase on a GAAP basis of 4.8%, respectively. Tenant improvements and incentives were$40.32 per square foot of retail space for comparable new leases for the three months endedJune 30, 2021 , mainly due to tenants atCarmel Mountain Plaza and Waikiki Beach Walk Retail. The rental increases associated with comparable spaces generally include all leases signed in arms-length transactions reflecting market leverage between landlords and tenants during the period. The comparison between average rent for expiring leases and new leases is determined by including minimum rent and percentage rent paid on the expiring lease and minimum rent and, in some instances, projections of first lease year percentage rent, to be paid on the new lease. In some instances, management exercises judgment as to how to most effectively reflect the comparability of spaces reported in this calculation. The change in rental income on comparable space leases is impacted by numerous factors including current market rates, location, individual tenant creditworthiness, use of space, market conditions when the expiring lease was signed, capital investment made in the space and the specific lease structure. Tenant improvements and incentives include the total dollars committed for the improvement of a space as it relates to a specific lease, but may also include base-building costs (i.e. expansion, escalators or new entrances) which are required to make the space leasable. Incentives include amounts paid to tenants as an inducement to sign a lease that do not represent building improvements. The leases signed in 2021 generally become effective over the following year, though some may not become effective until 2022 and beyond. Further, there is risk that some new tenants will not ultimately take possession of their space and that tenants for both new and renewal leases may not pay all of their contractual rent due to operating, financing or other matters. However, we believe that these increases do provide information about the tenant/landlord relationship and the potential fluctuations we may achieve in rental income over time. Through the remainder of 2021, we believe our leasing volume will be below our historical averages and result in overall decreases in rental income due to the COVID-19 pandemic. However, changes in rental income associated with individual signed leases on comparable spaces may be positive or negative. 37 -------------------------------------------------------------------------------- Table of Contents Capitalized Costs Certain external and internal costs directly related to the development and redevelopment of real estate, including pre-construction costs, real estate taxes, insurance, interest, construction costs and salaries and related costs of personnel directly involved, are capitalized. We capitalize costs under development until construction is substantially complete and the property is held available for occupancy. The determination of when a development project is substantially complete and when capitalization must cease involves a degree of judgment. We consider a construction project as substantially complete and held available for occupancy upon the completion of landlord-owned tenant improvements or when the lessee takes possession of the unimproved space for construction of its own improvements, but not later than one year from cessation of major construction activity. We cease capitalization on the portion substantially completed and occupied or held available for occupancy, and capitalize only those costs associated with any remaining portion under construction. We capitalized external and internal costs related to both development and redevelopment activities combined of$15.9 million and$1.4 million for the three months endedJune 30, 2021 and 2020, respectively. We capitalized external and internal costs related to both development and redevelopment activities combined of$19.8 million and$2.7 million for the six months endedJune 30, 2021 and 2020, respectively. We capitalized external and internal costs related to other property improvements combined of$13.5 million and$12.5 million for the three months endedJune 30, 2021 and 2020, respectively. We capitalized external and internal costs related to other property improvements totaling$22.9 million and$33.3 million for the six months endedJune 30, 2021 and 2020, respectively. Interest costs on developments and major redevelopments are capitalized as part of developments and redevelopments not yet placed in service. Capitalization of interest commences when development activities and expenditures begin and end upon completion, which is when the asset is ready for its intended use as noted above. We make judgments as to the time period over which to capitalize such costs and these assumptions have a direct impact on net income because capitalized costs are not subtracted in calculating net income. If the time period for capitalizing interest is extended, however, more interest is capitalized, thereby decreasing interest expense and increasing net income during that period. We capitalized interest costs related to development activities of$0.7 million and$0.3 million for the three months endedJune 30, 2021 and 2020, respectively. We capitalized interest costs related to development activities of$1.2 million and$0.5 million for the six months endedJune 30, 2021 and 2020, respectively. Results of Operations For our discussion of results of operations, we have provided information on a total portfolio and same-store basis. Comparison of the three months endedJune 30, 2021 to the three months endedJune 30, 2020 The following summarizes our consolidated results of operations for the three months endedJune 30, 2021 compared to our consolidated results of operations for the three months endedJune 30, 2020 . As ofJune 30, 2021 , our operating portfolio was comprised of 28 retail, office, multifamily and mixed-use properties with an aggregate of approximately 6.6 million rentable square feet of retail and office space, including the retail portion of our mixed-use property, 2,112 residential units (including 122 RV spaces) and a 369-room hotel. Additionally, as ofJune 30, 2021 , we owned land at three of our properties that we classified as held for development and/or construction in progress. As ofJune 30, 2020 , our operating portfolio was comprised of 28 retail, office, multifamily and mixed-use properties with an aggregate of approximately 6.6 million rentable square feet of retail and office space, including the retail portion of our mixed-use property, 2,112 residential units (including 122 RV spaces) and a 369-room hotel. Additionally, as ofJune 30, 2020 , we owned land at three of our properties that we classified as held for development and/or construction in progress. 38 -------------------------------------------------------------------------------- Table of Contents The following table sets forth selected data from our unaudited consolidated statements of comprehensive income for the three months endedJune 30, 2021 and 2020 (dollars in thousands): Three Months Ended June 30, 2021 2020 Change % Revenues Rental income$ 87,639 $ 79,230 $ 8,409 11 % Other property income 4,170 2,879 1,291 45 Total property revenues 91,809 82,109 9,700 12 Expenses Rental expenses 20,204 16,981 3,223 19 Real estate taxes 10,612 8,961 1,651 18 Total property expenses 30,816 25,942 4,874 19 Total property income 60,993 56,167 4,826 9 General and administrative (6,924) (6,679) (245) 4 Depreciation and amortization (27,646) (26,493) (1,153) 4 Interest expense (14,862) (13,331) (1,531) 11 Other (expense) income, net (74) 162 (236) (146) Net income 11,487 9,826 1,661 17 Net income attributable to restricted shares (135) (69) (66) 96 Net income attributable to unitholders in the Operating Partnership (2,411) (2,101) (310) 15 Net income attributable toAmerican Assets Trust, Inc. stockholders$ 8,941 $ 7,656 $ 1,285 17 % Revenue Total property revenues. Total property revenue consists of rental revenue and other property income. Total property revenue increased$9.7 million , or 12%, to$91.8 million for the three months endedJune 30, 2021 compared to$82.1 million for the three months endedJune 30, 2020 . The percentage leased was as follows for each segment as ofJune 30, 2021 and 2020: Percentage Leased(1) June 30, 2021 2020 Office 90.3 % 94.4 % Retail 91.1 % 94.7 % Multifamily 87.8 % 85.1 % Mixed-Use (2) 89.2 % 95.7 %
(1)The percentage leased includes the square footage under lease, including
leases which may not have commenced as of
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The increase in total property revenue was attributable primarily to the
increase in collections, increase in occupancy at Waikiki Beach Walk Embassy
Suites™ Hotel and factors discussed below.
Rental revenues. Rental revenue includes minimum base rent, cost reimbursements,
percentage rents and other rents. Rental revenue increased $8.4 million , or 11%,
to $87.6 million for the three months ended June 30, 2021 compared to $79.2
million for the three months ended June 30, 2020 . Rental revenue by segment was
as follows (dollars in thousands):
Total Portfolio Same-Store Portfolio(1)
Three Months Ended June 30, Three Months Ended June 30,
2021 2020 Change % 2021 2020 Change %
Office $ 43,282 $ 42,748 $ 534 1 $ 43,496 $ 42,439 $ 1,057 2
Retail 22,525 21,085 1,440 7 22,526 21,084 1,442 7
Multifamily 11,825 11,690 135 1 11,825 11,690 135 1
Mixed-Use 10,007 3,707 6,300 170 - - - -
$ 87,639 $ 79,230 $ 8,409 11 % $ 77,847 $ 75,213 $ 2,634 4 %
(1)For this table and tables following, the same-store portfolio excludes: (i)
One Beach Street due to the renovation of the building; (ii) Waikiki Beach Walk
Retail and Embassy SuitesTM Hotel due to significant spalling repair activity;
and (iii) land held for development.
Total office rental revenue increased $0.5 million for the three months ended
June 30, 2021 compared to the three months ended June 30, 2020 primarily due to
higher annualized base rents at Torrey Point , The Landmark at One Market, City
Center Bellevue, and Lloyd Portfolio. The increase in total office rental
revenue is partially offset by the decrease in rental revenue at One Beach
Street due to expiration of leases to allow for the modernization of the
property and the decrease in rental revenue at First & Main due to the reduction
of leased space related to tenant extensions in 2020.
Total retail rental revenue increased $1.4 million for the three months ended
June 30, 2021 compared to the three months ended June 30, 2020 primarily due to
approximately $2.4 million for tenants who were changed to alternate rent or to
cash basis of revenue recognition during 2020 as the collectability was
determined to be no longer probable for certain tenants at Alamo Quarry Market,
Carmel Mountain Plaza , Del Monte Center and The Shops at Kalakaua.
Multifamily revenue increased $0.1 million for the three months ended June 30,
2021 compared to the three months ended June 30, 2020 primarily due to an
increase in average base rent per unit to $2,187 for the three months ended June
30, 2021 compared to $2,152 for the three months ended June 30, 2020 . The
increase in average monthly base rent is primarily due to increases at Loma
Palisades. The increase in total multifamily rental revenue is partially offset
by the decrease in average occupancy to 87.8% for the three months ended June
30, 2021 compared to 88.5% for the three months ended June 30, 2020 .
Total mixed-use rental revenue increased $6.3 million for the three months ended
June 30, 2021 compared to the three months ended June 30, 2020 primarily due to
the lifting of COVID-19 travel restrictions late during the first quarter of
2021, which led to an increase in average occupancy and revenue per available
room to 67% and $184 for the three months ended June 30, 2021 , respectively,
compared to 17% and $34 for three months ended June 30, 2020 , respectively. We
expect to see a steady increase in tourism and hotel occupancy in Oahu once the
COVID-19 vaccine is available more globally and travel restrictions are lifted.
The increase in total mixed-use rental revenue is also attributed to
approximately $1.4 million for tenants who were changed to alternate rent or to
cash basis of revenue recognition during 2020 as the collectability was
determined to be no longer probable for certain tenants at the retail portion of
our mixed-use property.
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Other property income. Other property income increased $1.3 million , or 45%, to
$4.2 million for the three months ended June 30, 2021 compared to $2.9 million
for the three months ended June 30, 2020 . Other property income by segment was
as follows (dollars in thousands):
Total Portfolio Same-Store Portfolio
Three Months Ended June 30, Three Months Ended June 30,
2021 2020 Change % 2021 2020 Change %
Office $ 1,288 $ 1,132 $ 156 14 $ 1,141 $ 1,130 $ 11 1
Retail 456 407 49 12 455 407 48 12
Multifamily 914 773 141 18 914 773 141 18
Mixed-Use 1,512 567 945 167 - - - -
$ 4,170 $ 2,879 $ 1,291 45 % $ 2,510 $ 2,310 $ 200 9 %
Office other property income increased $0.2 million for the three months ended
June 30, 2021 primarily due to an increase in lease termination fees received at
City Center Bellevue and One Beach Street . This increase was offset by a
decrease in parking garage income at City Center Bellevue and Lloyd Portfolio.
Multifamily other property income increased by $0.1 million for the three months
ended June 30, 2021 primarily due to an increase in security deposits earned at
Pacific Ridge Apartments and Loma Palisades, and an increase in parking garage
income at Hassalo on Eighth - Residential.
Mixed-use other property income increased $0.9 million for the three months
ended June 30, 2021 primarily due an increase in room rental income and excise
tax at the hotel portion and increase in parking garage income at the retail
portion of our mixed-use property. These increase are due to tourism and an
increase in hotel occupancy as the COVID-19 vaccine has become more widely
available and travel restrictions to Hawaii have been relaxed.
Property Expenses
Total Property Expenses. Total property expenses consist of rental expenses and
real estate taxes. Total property expenses increased $4.9 million , or 19%, to
$30.8 million , for the three months ended June 30, 2021 compared to $25.9
million for the three months ended June 30, 2020 .
Rental Expenses. Rental expenses increased $3.2 million , or 19%, to $20.2
million for the three months ended June 30, 2021 compared to $17.0 million for
the three months ended June 30, 2020 . Rental expense by segment was as follows
(dollars in thousands):
Total Portfolio Same-Store Portfolio
Three Months Ended June 30, Three Months Ended June 30,
2021 2020 Change % 2021 2020 Change %
Office $ 6,815 $ 6,654 $ 161 2 $ 6,624 $ 6,427 $ 197 3
Retail 3,713 3,544 169 5 3,713 3,545 168 5
Multifamily 3,788 3,646 142 4 3,788 3,646 142 4
Mixed-Use 5,888 3,137 2,751 88 - - - -
$ 20,204 $ 16,981 $ 3,223 19 % $ 14,125 $ 13,618 $ 507 4 %
Mixed-use rental expense increased $2.8 million for the three months ended June
30, 2021 compared to the three months ended June 30, 2020 primarily due to an
increase in hotel room expenses, marketing expenses, and general excise tax
expenses at the hotel portion of our mixed-use property during the period. These
increases are due to tourism and an increase in hotel occupancy as the COVID-19
vaccine has become more widely available and travel restrictions to Hawaii have
been relaxed.
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Real Estate Taxes. Real estate taxes increased $1.7 million , or 18%, to $10.6
million for the three months ended June 30, 2021 compared to $9.0 million for
the three months ended June 30, 2020 . Real estate tax expense by segment was as
follows (dollars in thousands):
Total Portfolio Same-Store Portfolio
Three Months Ended June 30, Three Months Ended June 30,
2021 2020 Change % 2021 2020 Change %
Office $ 4,833 $ 4,947 $ (114) (2) $ 4,776 $ 4,771 $ 5 -
Retail 3,022 1,363 1,659 122 3,022 1,363 1,659 122
Multifamily 1,705 1,667 38 2 1,705 1,668 37 2
Mixed-Use 1,052 984 68 7 - - - -
$ 10,612 $ 8,961 $ 1,651 18 % $ 9,503 $ 7,802 $ 1,701 22 %
Total retail real estate taxes increased $1.7 million for the three months ended
June 30, 2021 compared to the three months ended June 30, 2020 primarily due to
a real estate tax refund received during the second quarter of 2020 for
approximately $2.3 million at Alamo Quarry Market for the tax assessments for
2016 through 2018. This was offset by $0.8 million in 2020 real estate property
taxes and tax consultant fees.
Property Operating Income
Property operating income increased $4.8 million , or 9%, to $61.0 million for
the three months ended June 30, 2021 , compared to $56.2 million for the three
months ended June 30, 2020 . Property operating income by segment was as follows
(dollars in thousands):
Total Portfolio Same-Store Portfolio
Three Months Ended June 30, Three Months Ended June 30,
2021 2020 Change % 2021 2020 Change %
Office $ 32,922 $ 32,279 $ 643 2 $ 33,237 $ 32,371 $ 866 3
Retail 16,246 16,585 (339) (2) 16,246 16,583 (337) (2)
Multifamily 7,246 7,150 96 1 7,246 7,149 97 1
Mixed-Use 4,579 153 4,426 2,893 - - - -
$ 60,993 $ 56,167 $ 4,826 9 % $ 56,729 $ 56,103 $ 626 1 %
Total office property operating income increased $0.6 million for the three
months ended June 30, 2021 compared to the three months ended June 30, 2020
primarily due to higher annualized base rents at The Landmark at One Market,
City Center Bellevue, Torrey Point and Torrey Reserve Campus during the period.
Additionally, the increase in property operating income was due to an increase
in lease termination fees received at City Center Bellevue and One Beach Street ,
partially offset by the decrease in rental revenue at One Beach Street due to
the expiration of leases to allow for the modernization of the property and a
decrease in parking garage income at City Center Bellevue and Lloyd Portfolio.
Total mixed-use property operating income increased $4.4 million for the three
months ended June 30, 2021 compared to the three months ended June 30, 2020
primarily due to the lifting of COVID-19 travel restrictions late during the
first quarter of 2021, which led to an increase in average occupancy and revenue
per available room to 67% and $184 for the three months ended June 30, 2021 ,
respectively, compared to 17% and $34 for three months ended June 30, 2020 ,
respectively. The increase in total mixed-use rental revenue is also attributed
to approximately $1.4 million for tenants who were changed to alternate rent or
to cash basis of revenue recognition during 2020 as the collectability was
determined to be no longer probable for certain tenants at the retail portion of
our mixed-use property. These increases in mixed-use property operating income
were partially offset by an increase in hotel room expenses, marketing expenses,
and general excise tax expenses at the hotel portion of our mixed-use property
during the period. These increases are due to tourism and an increase in hotel
occupancy as the COVID-19 vaccine has become more widely available and travel
restrictions to Hawaii have been relaxed.
Other
General and Administrative. General and administrative expenses remained
consistent at $6.9 million for the three months ended June 30, 2021 , compared to
$6.7 million for the three months ended June 30, 2020 . This increase was
primarily due to an increase in employee-related costs.
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Depreciation and Amortization. Depreciation and amortization expense remained
consistent at $27.6 million for the three months ended June 30, 2021 , compared
to $26.5 million for the three months ended June 30, 2020 . This increase was
primarily due to higher depreciation and amortization at Embassy SuitesTM Hotel ,
Carmel Mountain Plaza , The Landmark at One Market, Torrey Point and City Center
Bellevue due to building and tenant improvements that were put into service in
2020 and 2021 and an increase in depreciation at One Beach Street attributed to
the renovation and modernization of the building, substantially offset by lower
depreciation and amortization at First & Main due to decreased capital
expenditures in 2020.
Interest Expense. Interest expense increased $1.5 million , or 11%, to $14.9
million for the three months ended June 30, 2021 , compared to $13.3 million for
the three months ended June 30, 2020 . This increase was primarily due to the
closing of our 3.375% Senior Notes offering on January 26, 2021 partially offset
by a decrease in interest expense related to our repayment of the Series A Notes
on January 26, 2021 , decrease in weighted average interest rate for our Term
Loan A, which became an unhedged variable rate loan when the interest rate swap
expired on January 9, 2021 , decrease in the Revolver Loan interest expense and
an increase in capitalized interest related to our development projects.
Other (Expense) Income, Net. Other (expense) income, net decreased $0.2 million ,
or 146%, to other expense, net of $0.1 million for the three months ended June
30, 2021 , compared to other income, net of $0.2 million for the three months
ended June 30, 2020 primarily due to the decrease in income tax benefit for our
taxable REIT subsidiary.
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Comparison of the Six Months Ended June 30, 2021 to the Six Months Ended June
30, 2020
The following summarizes our consolidated results of operations for the six
months ended June 30, 2021 compared to our consolidated results of operations
for the six months ended June 30, 2020 .
The following table sets forth selected data from our unaudited consolidated
statements of income for the six months ended June 30, 2021 and 2020 (dollars in
thousands):
Six Months Ended June 30,
2021 2020 Change %
Revenues
Rental income $ 168,769 $ 171,300 $ (2,531) (1) %
Other property income 7,026 7,552 (526) (7)
Total property revenues 175,795 178,852 (3,057) (2)
Expenses
Rental expenses 38,450 39,549 (1,099) (3)
Real estate taxes 21,966 20,006 1,960 10
Total property expenses 60,416 59,555 861 1
Total property income 115,379 119,297 (3,918) (3)
General and administrative (13,747) (13,499) (248) 2
Depreciation and amortization (55,147) (53,955) (1,192) 2
Interest expense (28,867) (26,803) (2,064) 8
Early extinguishment of debt (4,271) - (4,271) 100
Other (expense) income, net (127) 270 (397) (147)
Net income 13,220 25,310 (12,090) (48)
Net income attributable to restricted shares (272) (173) (99) 57
Net income attributable to unitholders in the
(2,750) (5,413) 2,663 (49)
Net income attributable to American Assets Trust, Inc.
stockholders $ 10,198 $ 19,724 $ (9,526) (48) %
Revenue
Total property revenues. Total property revenue consists of rental revenue and
other property income. Total property revenue decreased $3.1 million , or 2%, to
$175.8 million for the six months ended June 30, 2021 compared to $178.9 million
for the six months ended June 30, 2020 . The percentage leased was as follows for
each segment as of June 30, 2021 and 2020:
Percentage Leased(1)
June 30,
2021 2020
Office 90.3 % 94.4 %
Retail 91.1 % 94.7 %
Multifamily 87.8 % 85.1 %
Mixed-Use (2) 89.2 % 95.7 %
(1)The percentage leased includes the square footage under lease, including
leases which may not have commenced as of June 30, 2021 or June 30, 2020 , as
applicable.
(2)Includes the retail portion of the mixed-use property only.
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The decrease in total property revenue was attributable primarily to the factors
discussed below.
Rental revenues. Rental revenue includes minimum base rent, cost reimbursements,
percentage rents and other rents. Rental revenue decreased $2.5 million , or
(1)%, to $168.8 million for the six months ended June 30, 2021 compared to
$171.3 million for the six months ended June 30, 2020 . Rental revenue by segment
was as follows (dollars in thousands):
Total Portfolio Same-Store Portfolio(1)
Six Months Ended June 30, Six Months Ended June 30,
2021 2020 Change % 2021 2020 Change %
Office $ 86,918 $ 85,261 $ 1,657 2 $ 86,914 $ 84,531 $ 2,383 3
Retail 44,009 46,376 (2,367) (5) 44,009 46,375 (2,366) (5)
Multifamily 23,640 23,704 (64) - 23,640 23,704 (64) -
Mixed-Use 14,202 15,959 (1,757) (11) - - - -
$ 168,769 $ 171,300 $ (2,531) (1) % $ 154,563 $ 154,610 $ (47) - %
(1)The same-store portfolio excludes: (i) One Beach Street due to the renovation
of the building; (ii) Waikiki Beach Walk Retail and Embassy SuitesTM Hotel due
to significant spalling repair activity; and (iii) land held for development.
Total office rental revenue increased $1.7 million for the six months ended June
30, 2021 compared to the six months ended June 30, 2020 due to higher annualized
rents at La Jolla Commons and City Center Bellevue and Torrey Reserve partially
offset by the decrease in rental revenue of approximately $0.7 million at One
Beach Street due to the expiration of leases to allow for the modernization of
the property and decrease at First & Main due to vacated tenant space.
Same-store office rental revenue increased $2.4 million for the six months ended
June 30, 2021 compared to the six months ended June 30, 2020 primarily due to
higher annualized base rents at La Jolla Commons , Lloyd Portfolio, Torrey
Reserve and City Center Bellevue.
Total retail rental revenue decreased $2.4 million for the six months ended June
30, 2021 compared to the six months ended June 30, 2020 primarily due to a
decrease of $3.2 million in net basic monthly rent, offset by an increase in
percentage rent of $1.2 million as certain tenants switched to alternate rent as
the collectability was determined to be no longer probable for certain tenants
at Alamo Quarry Market, Carmel Mountain Plaza , Del Monte Center, and Waikele
Center as the temporary store closures or restrictions on business operations
from orders issued by state and local governments related to the COVID-19
pandemic caused the financial condition of certain tenants to deteriorate.
Mixed-use rental revenue decreased $1.8 million for the six months ended June
30, 2021 compared to the six months ended June 30, 2020 primarily due a decrease
in total mixed-use rental revenue of $1.3 million and a decrease in expense
recoveries of $0.5 million as certain tenants were changed to alternate rent
agreements. This decrease in the mixed-use retail portion was offset by a slight
increase in hotel revenue as average occupancy and revenue per available room
increased to 57% and $142 for the six months ended June 30, 2021 , respectively,
compared to 46% and $138 for six months ended June 30, 2020 , respectively. We
expect to see a steady increase in tourism and hotel occupancy in Oahu once the
COVID-19 vaccine is available more globally and travel restrictions are lifted.
Other property income. Other property income decreased $0.5 million , or 7%, to
$7.0 million for the six months ended June 30, 2021 compared to $7.6 million for
the six months ended June 30, 2020 . Other property income by segment was as
follows (dollars in thousands):
Total Portfolio Same-Store Portfolio
Six Months Ended June 30, Six Months Ended June 30,
2021 2020 Change % 2021 2020 Change %
Office $ 2,116 $ 3,128 $ (1,012) (32) $ 1,944 $ 3,115 $ (1,171) (38)
Retail 746 942 (196) (21) 746 942 (196) (21)
Multifamily 1,651 1,584 67 4 1,651 1,584 67 4
Mixed-Use 2,513 1,898 615 32 - - - -
$ 7,026 $ 7,552 $ (526) (7) % $ 4,341 $ 5,641 $ (1,300) (23) %
Total office other property income decreased $1.0 million for the six months
ended June 30, 2021 compared to the six months ended June 30, 2020 primarily due
to the decrease in parking garage income at Lloyd Portfolio, City Center
Bellevue and First & Main during the period as the "stay-at home" order issued
by state and local governments related to the COVID-19 pandemic caused a
substantial portion of our tenants employees and their guests to continue to
partially work from home during the period.
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Total retail other property income decreased $0.2 million for the six months
ended June 30, 2021 compared to the six months ended June 30, 2020 primarily due
to the lease termination fees received at Alamo Quarry Market during 2020.
Total mixed-use other property income increased $0.6 million for the six months
ended June 30, 2021 compared to the six months ended June 30, 2020 primarily due
to an increase in rental other income at the hotel portion of our mixed-use
property and an increase in parking income at the retail portion of our
mixed-use property. These increases were partially offset by a decrease in
excise tax. We expect to see a steady increase in tourism and hotel occupancy in
Oahu once the COVID-19 vaccine is available more globally and travel
restrictions are lifted.
Property Expenses
Total Property Expenses. Total property expenses consist of rental expenses and
real estate taxes. Total property expenses increased by $0.9 million , or 1%, to
$60.4 million for the six months ended June 30, 2021 , compared to $59.6 million
for the six months ended June 30, 2020 . This increase in total property expenses
was attributable primarily to the factors discussed below.
Rental Expenses. Rental expenses decreased $1.1 million , or 3%, to $38.5 million
for the six months ended June 30, 2021 , compared to $39.5 million for the six
months ended June 30, 2020 . Rental expense by segment was as follows (dollars in
thousands):
Total Portfolio Same-Store Portfolio
Six Months Ended June 30, Six Months Ended June 30,
2021 2020 Change % 2021 2020 Change %
Office $ 13,497 $ 13,816 $ (319) (2) $ 13,097 $ 13,369 $ (272) (2)
Retail 7,240 7,113 127 2 7,240 7,113 127 2
Multifamily 7,574 7,489 85 1 7,574 7,489 85 1
Mixed-Use 10,139 11,131 (992) (9) - - - -
$ 38,450 $ 39,549 $ (1,099) (3) % $ 27,911 $ 27,971 $ (60) - %
Total office rental expenses decreased $0.3 million for the six months ended
June 30, 2021 compared to the six months ended June 30, 2020 primarily due to
commercial rent tax at The Landmark at One Market, facilities services and
supplies, and repairs and maintenance expenses as the "stay-at home" order
issued by state and local governments related to the COVID-19 pandemic during
the second quarter of 2020 caused a substantial portion of our tenants'
employees to continue to work from home during the period. The decrease in
same-store office rental expenses was partially offset by the increase in
sublease expense related to the Annex Lease extension option exercised in March
2020 , and an increase in insurance expense during the period.
Total retail rental expenses increased $0.1 million for the six months ended
June 30, 2021 compared to the six months ended June 30, 2020 primarily due to an
increase in insurance expense, utilities, day porter services and trash services
as restrictions on business operations from orders issued by state and local
governments related to the COVID-19 pandemic were eased during this period. The
increase in retail rental expense was partially offset by a decrease in
marketing and repair expenses during the period.
Total mixed-use rental expenses decreased $1.0 million for the six months ended
June 30, 2021 compared to the six months ended June 30, 2020 primarily due to
decrease in hotel room and rent expenses at the hotel portion of our mixed-use
property during the period. The decrease in rental expenses at the hotel portion
of our mixed use property is primarily due to the decrease in tourism and hotel
occupancy in Oahu due to the COVID-19 pandemic. Additionally, the decrease in
mixed-use rental expenses is also due to the decrease of general excise tax
expenses and management fees, partially offset by an increase in personnel
compensation at the retail portion of our mixed-use property during the period.
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Real Estate Taxes. Real estate tax expense increased $2.0 million , or 10%, to
$22.0 million for the six months ended June 30, 2021 compared to $20.0 million
for the six months ended June 30, 2020 . Real estate tax expense by segment was
as follows (dollars in thousands):
Total Portfolio Same-Store Portfolio
Six Months Ended June 30, Six Months Ended June 30,
2021 2020 Change % 2021 2020 Change %
Office $ 9,515 $ 9,578 $ (63) (1) $ 9,400 $ 9,227 $ 173 2
Retail 6,937 5,125 1,812 35 6,937 5,125 1,812 35
Multifamily 3,410 3,334 76 2 3,410 3,335 75 2
Mixed-Use 2,104 1,969 135 7 - - - -
$ 21,966 $ 20,006 $ 1,960 10 % $ 19,747 $ 17,687 $ 2,060 12 %
Same-store office real estate taxes increased $0.2 million for the six months
ended June 30, 2021 compared to the six months ended June 30, 2020 primarily due
to an increase in tax assessments at City Center Bellevue and First & Main
during the period.
Retail real estate taxes increased $1.8 million for the six months ended June
30, 2021 compared to the six months ended June 30, 2020 primarily due to a net
real estate tax refund of approximately $2.3 million received during the second
quarter of 2020 at Alamo Quarry Market for the tax assessments for 2016 through
2018.
Mixed-use real estate taxes increased $0.1 million for the six months ended June
30, 2021 compared to the six months ended June 30, 2020 primarily due to an
increase in tax assessments for the hotel and retail portion of our mixed-use
property.
Property Operating Income
Property operating income decreased $3.9 million , or 3%, to $115.4 million for
the six months ended June 30, 2021 , compared to $119.3 million for the six
months ended June 30, 2020 . Property operating income by segment was as follows
(dollars in thousands):
Total Portfolio Same-Store Portfolio
Six Months Ended June 30, Six Months Ended June 30,
2021 2020 Change % 2021 2020 Change %
Office $ 66,022 $ 64,995 $ 1,027 2 $ 66,361 $ 65,050 $ 1,311 2
Retail 30,578 35,080 (4,502) (13) 30,578 35,079 (4,501) (13)
Multifamily 14,307 14,465 (158) (1) 14,307 14,464 (157) (1)
Mixed-Use 4,472 4,757 (285) (6) - - - -
$ 115,379 $ 119,297 $ (3,918) (3) % $ 111,246 $ 114,593 $ (3,347) (3) %
Total office property operating income increased $1.0 million during the six
months ended June 30, 2021 compared to the six months ended June 30, 2020
primarily due to higher annualized rents at La Jolla Commons and City Center
Bellevue and Torrey Reserve partially offset by the decrease in rental revenue
of approximately $0.7 million at One Beach Street due to the expiration of
leases to allow for the modernization of the property and decrease at First &
Main due to vacated tenant space.
Total retail property operating income decreased $4.5 million during the six
months ended June 30, 2021 compared to the six months ended June 30, 2020
primarily due to a decrease of $3.2 million in net basic monthly rent, offset by
an increase in percentage rent of $1.2 million as certain tenants switched to
alternate rent as the collectability was determined to be no longer probable for
certain tenants at Alamo Quarry Market, Carmel Mountain Plaza , Del Monte Center,
and Waikele Center as the temporary store closures or restrictions on business
operations from orders issued by state and local governments related to the
COVID-19 pandemic caused the financial condition of certain tenants to
deteriorate. Additionally, the decrease in total retail property operating
income was also due to the real estate tax refund at Alamo Quarry Market
received during the second quarter of 2020.
Multifamily property operating income decreased $0.2 million for the six months
ended June 30, 2021 compared to the six months ended June 30, 2020 primarily due
to a decrease in the average occupancy to 88.6% for the six months ended June
30, 2021 compared to 90.5% for the six months ended June 30, 2020 , higher rent
concessions at Hassalo on Eighth - Residential and increases in utilities,
insurance expense and real estate taxes during the period. The decrease in
multifamily property operating income was partially offset by an increase in
average base rent per unit to $2,181 for the six months ended June 30, 2021
compared to $2,115 for the six months ended June 30, 2020 , an increase in
security deposits earned at Pacific Ridge Apartments and Loma Palisades and
decreases in personnel costs and repairs and maintenance expenses during the
period.
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Total mixed-use property operating income decreased $0.3 million for the six
months ended June 30, 2021 compared to the six months ended June 30, 2020
primarily due a decrease in total mixed-use rental revenue of $1.3 million and a
decrease in expense recoveries of $0.5 million as certain tenants were changed
to alternate rent agreements. This decrease in the mixed-use retail portion was
offset by a slight increase in hotel revenue as average occupancy and revenue
per available room increased to 57% and $142 for the six months ended June 30,
2021 , respectively, compared to 46% and $138 for six months ended June 30, 2020 ,
respectively. We expect to see a steady increase in tourism and hotel occupancy
in Oahu once the COVID-19 vaccine is available more globally and travel
restrictions are lifted. Additionally, there was also a decrease in rental
expenses for the hotel and retail portion of our mixed-use property, due to a
decrease in hotel room and rent expenses at the hotel portion of our mixed-use
property and a decrease of general excise tax expenses and management fees,
partially offset by an increase in personnel compensation at the retail portion
of our mixed-use property during the period.
Other
General and Administrative. General and administrative expenses increased $0.2
million , or 2%, to $13.7 million for the six months ended June 30, 2021 ,
compared to $13.5 million for the six months ended June 30, 2020 . This increase
was primarily due to employee related costs.
Depreciation and Amortization. Depreciation and amortization expense increased
$1.2 million , or 2%, to $55.1 million for the six months ended June 30, 2021 ,
compared to $54.0 million for the six months ended June 30, 2020 . This increase
was primarily due to higher depreciation and amortization at Embassy SuitesTM
Hotel , Carmel Mountain Plaza , and The Landmark at One Market due to building and
tenant improvements that were put into service in 2020 and 2021 and an increase
in depreciation at One Beach Street attributed to the renovation and
modernization of the building, substantially offset by lower depreciation and
amortization at First & Main due to decreased capital expenditures in 2020.
Interest Expense. Interest expense increased $2.1 million , or 8%, to $28.9
million for the six months ended June 30, 2021 compared to $26.8 million for the
six months ended June 30, 2020 . This increase was primarily due to the closing
of our 3.375% Senior Notes offering on January 26, 2021 , partially offset by a
decrease in interest expense related to our repayment of the Series A Notes on
January 26, 2021 decrease in weighted average interest rate for our Term Loan A,
which became an unhedged variable rate loan when the interest rate swap expired
on January 9, 2021 , and an increase in capitalized interest related to our
development projects.
Early Extinguishment of Debt. Early extinguishment of debt expense increased
$4.3 million for the six months ended June 30, 2021 due to the repayment of the
Senior Guaranteed Notes, Series A, with make-whole payments thereon, on January
26, 2021 .
Other (Expense) Income, Net. Other (expense) income, net decreased $0.4 million ,
or 147%, to other expense, net of $0.1 million for the six months ended June 30,
2021 , compared to other income, net of $0.3 million for the six months ended
June 30, 2020 primarily due to the decrease in interest and investment income
attributed to the lower yield on our average cash balance during the period and
a decrease in income tax benefit related for our taxable REIT subsidiary.
Liquidity and Capital Resources of American Assets Trust, Inc. In this "Liquidity and Capital Resources of
The company's business is operated primarily through theOperating Partnership , of which the company is the parent company and sole general partner, and which it consolidates for financial reporting purposes. Because the company operates on a consolidated basis with theOperating Partnership , the section entitled "Liquidity and Capital Resources ofAmerican Assets Trust, L.P. " should be read in conjunction with this section to understand the liquidity and capital resources of the company on a consolidated basis and how the company is operated as a whole. The company issues public equity from time to time, but does not otherwise generate any capital itself or conduct any business itself, other than incurring certain expenses in operating as a public company which are fully reimbursed by theOperating Partnership . The company itself does not have any indebtedness, and its only material asset is its ownership of partnership interests of theOperating Partnership . Therefore, the consolidated assets and liabilities and the consolidated revenues and expenses of the company and theOperating Partnership are the same on their respective financial statements. However, all debt is held directly or indirectly by theOperating Partnership . The company's principal funding requirement is the payment of dividends on its common stock. The company's principal source of funding for its dividend payments is distributions it receives from theOperating Partnership . 48 -------------------------------------------------------------------------------- Table of Contents As ofJune 30, 2021 , the company owned an approximate 78.8% partnership interest in theOperating Partnership . The remaining approximately 21.2% are owned by non-affiliated investors and certain of the company's directors and executive officers. As the sole general partner of theOperating Partnership ,American Assets Trust, Inc. has the full, exclusive and complete authority and control over theOperating Partnership's day-to-day management and business, can cause it to enter into certain major transactions, including acquisitions, dispositions and refinancings, and can cause changes in its line of business, capital structure and distribution policies. The company causes theOperating Partnership to distribute such portion of its available cash as the company may in its discretion determine, in the manner provided in theOperating Partnership's partnership agreement. The liquidity of the company is dependent on theOperating Partnership's ability to make sufficient distributions to the company. The primary cash requirement of the company is its payment of dividends to its stockholders. The company also guarantees some of theOperating Partnership's debt, as discussed further in Note 7 of the Notes to Consolidated Financial Statements included elsewhere herein. If theOperating Partnership fails to fulfill certain of its debt requirements, which trigger the company's guarantee obligations, then the company will be required to fulfill its cash payment commitments under such guarantees. However, the company's only significant asset is its investment in theOperating Partnership . We believe theOperating Partnership's sources of working capital, specifically its cash flow from operations, and borrowings available under its unsecured line of credit, are adequate for it to make its distribution payments to the company and, in turn, for the company to make its dividend payments to its stockholders. As ofJune 30, 2021 , the company has determined that it has adequate working capital to meet its dividend funding obligations for the next 12 months. However, we cannot assure you that theOperating Partnership's sources of capital will continue to be available at all or in amounts sufficient to meet its needs, including its ability to make distribution payments to the company. The unavailability of capital could adversely affect theOperating Partnership's ability to pay its distributions to the company, which would in turn, adversely affect the company's ability to pay cash dividends to its stockholders. The COVID-19 pandemic is expected to temporarily impact some of our tenants' ability or willingness to remit rent payments due to the tenants' operations being affected by state and local stay-at-home orders. In the first half of 2021, we continued to receive rent deferment and other rent concession requests from some tenants and have been negotiating and executing lease modifications for the deferment of rent and other rent concessions. These rent deferments and other rent concessions will continue to adversely affect theOperating Partnership's cash flow from operations until the scheduled repayment period. Our short-term liquidity requirements consist primarily of funds to pay for future dividends expected to be paid to the company's stockholders, operating expenses and other expenditures directly associated with our properties, interest expense and scheduled principal payments on outstanding indebtedness, general and administrative expenses, funding construction projects, capital expenditures, tenant improvements and leasing commissions. The company may from time to time seek to repurchase or redeem theOperating Partnership's outstanding debt, the company's shares of common stock or other securities in open market purchases, privately negotiated transactions or otherwise. Such repurchases or redemptions, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. For the company to maintain its qualification as a REIT, it must pay dividends to its stockholders aggregating annually at least 90% of its REIT taxable income, excluding net capital gains. While historically the company has satisfied this distribution requirement by making cash distributions toAmerican Assets Trust, Inc.'s stockholders orAmerican Assets Trust, L.P.'s unitholders, it may choose to satisfy this requirement by making distributions of cash or other property, including, in limited circumstances, the company's own stock. As a result of this distribution requirement, theOperating Partnership cannot rely on retained earnings to fund its ongoing operations to the same extent that other companies whose parent companies are not REITs can. The company may need to continue to raise capital in the equity markets to fund the operating partnership's working capital needs, acquisitions and developments. Although there is no intent at this time, if market conditions deteriorate, the company may also delay the timing of future development and redevelopment projects as well as limit future acquisitions, reduce theOperating Partnership's operating expenditures, or re-evaluate its dividend policy. The company is a well-known seasoned issuer. As circumstances warrant, the company may issue equity from time to time on an opportunistic basis, dependent upon market conditions and available pricing. When the company receives proceeds from preferred or common equity issuances, it is required by theOperating Partnership's partnership agreement to contribute the proceeds from its equity issuances to theOperating Partnership in exchange for partnership units of theOperating Partnership .The Operating Partnership may use the proceeds to repay debt, to develop new or existing properties, to acquire properties or for general corporate purposes. 49 -------------------------------------------------------------------------------- Table of Contents InJanuary 2021 , the company filed a universal shelf registration statement on Form S-3ASR with theSEC , which became effective upon filing and which replaced the prior Form S-3ASR that was filed with theSEC inFebruary 2018 . The universal shelf registration statement permits the company from time to time to offer and sell equity securities of the company. However, there can be no assurance that the company will be able to complete any such offerings of securities. Factors influencing the availability of additional financing include investor perception of our prospects and the general condition of the financial markets, among others. InMay 2015 , we entered into an ATM equity program with five sales agents in which we may, from time to time, offer and sell shares of our common stock having an aggregate offering price of up to$250.0 million . OnMarch 2, 2018 , we amended certain of these equity programs, terminated one such program and entered into a new equity program with one new sales agent. The sales of shares of the company's common stock made through the ATM equity program, as amended, are made in "at-the-market" offerings as defined in Rule 415 of the Securities Act. As ofJune 30, 2021 , we had the capacity to issue up to an additional$132.6 million in shares of common stock under the ATM equity program upon filing an updated prospectus supplement with theSEC . We intend to use the net proceeds to fund development or redevelopment activities, repay amounts outstanding from time to time under our amended and restated credit facility or other debt financing obligations, fund potential acquisition opportunities and/or for general corporate purposes. Actual future sales will depend on a variety of factors including, but not limited to, market conditions, the trading price of the company's common stock and the company's capital needs. We have no obligation to sell the remaining shares available for sale under the ATM equity program. Liquidity and Capital Resources ofAmerican Assets Trust, L.P. In this "Liquidity and Capital Resources ofAmerican Assets Trust, L.P. " section, the terms "we," "our" and "us" refer to theOperating Partnership together with its consolidated subsidiaries, or theOperating Partnership andAmerican Assets Trust, Inc. together with their consolidated subsidiaries, as the context requires.American Assets Trust, Inc. is our sole general partner and consolidates our results of operations for financial reporting purposes. Because we operate on a consolidated basis withAmerican Assets Trust, Inc. , the section entitled "Liquidity and Capital Resources ofAmerican Assets Trust, Inc. " should be read in conjunction with this section to understand our liquidity and capital resources on a consolidated basis. Due to the nature of our business, we typically generate significant amounts of cash from operations. The cash generated from operations is used for the payment of operating expenses, capital expenditures, debt service and dividends toAmerican Assets Trust, Inc.'s stockholders and our unitholders. As a REIT,American Assets Trust, Inc. must generally make annual distributions to its stockholders of at least 90% of its net taxable income. As ofJune 30, 2021 , we held$368.3 million in cash and cash equivalents. Our short-term liquidity requirements consist primarily of operating expenses and other expenditures associated with our properties, regular debt service requirements, dividend payments toAmerican Assets Trust, Inc.'s stockholders required to maintain its REIT status, distributions to our unitholders, capital expenditures and, potentially, acquisitions. We expect to meet our short-term liquidity requirements through net cash provided by operations, reserves established from existing cash and, if necessary, borrowings available under our credit facility. Our long-term liquidity needs consist primarily of funds necessary to pay for the repayment of debt at maturity, property acquisitions, tenant improvements and capital improvements. We expect to meet our long-term liquidity requirements to pay scheduled debt maturities and to fund property acquisitions and capital improvements with net cash from operations, long-term secured and unsecured indebtedness and, if necessary, the issuance of equity and debt securities. We also may fund property acquisitions and capital improvements using our amended and restated credit facility pending permanent financing. We believe that we have access to multiple sources of capital to fund our long-term liquidity requirements, including the incurrence of additional debt and the issuance of additional equity. However, we cannot be assured that this will be the case. Our ability to incur additional debt will be dependent on a number of factors, including our degree of leverage, the value of our unencumbered assets and borrowing restrictions that may be imposed by lenders. Our ability to access the equity capital markets will be dependent on a number of factors as well, including general market conditions for REITs and market perceptions about our company. 50 -------------------------------------------------------------------------------- Table of Contents Our overall capital requirements for the remainder of 2021 and first quarter 2022 will depend upon acquisition opportunities and the level of improvements and redevelopments on existing properties. Our capital investments will be funded on a short-term basis with, among other sources of capital, cash on hand, cash flow from operations and/or our revolving line of credit. On a long-term basis, our capital investments may be funded with additional long-term debt, including, without limitation, mortgage debt and unsecured notes. Our ability to incur additional debt will be dependent on a number of factors, including, without limitation, our degree of leverage, the value of our unencumbered assets and borrowing restrictions that may be imposed by lenders. Our capital investments may also be funded by issuing additional equity including, without limitation, shares issued byAmerican Assets Trust, Inc. under its ATM equity program or through an underwritten public offering. Although there is no intent at this time, if market conditions deteriorate or fail to improve, including as a result of the COVID-19 pandemic, we may also delay the timing of future development and redevelopment projects as well as limit future acquisitions, reduce our operating expenditures, or re-evaluate our dividend policy. The COVID-19 pandemic is expected to impact the timing of future development and redevelopment projects due to, among other things, capital requirements and permitting delays caused by local government shutdowns or reduced operations. InJanuary 2021 , theOperating Partnership filed a universal shelf registration on Form S-3 ASR with theSEC which provided for the registration of an unspecified amount of debt securities by theOperating Partnership . However, there can be no assurance that theOperating Partnership will be able to complete any such offerings of debt securities. Factors influencing the availability of additional financing include investor perception of our prospects and the general condition of the financial markets, among others. Off-Balance Sheet Arrangements We currently do not have any off-balance sheet arrangements. Cash Flows Comparison of the six months endedJune 30, 2021 to the six months endedJune 30, 2020 Cash, cash equivalents, and restricted cash were$370.0 million and$150.1 million atJune 30, 2021 and 2020, respectively. Net cash provided by operating activities increased$7.6 million to$76.7 million for the six months endedJune 30, 2021 compared to$69.1 million for the six months endedJune 30, 2020 . The increase in cash from operations was primarily due to an increase in rental revenue from our mixed-use property and an increase in rent collections from our retail portfolio. Net cash used in investing activities decreased$2.0 million to$37.1 million for the six months endedJune 30, 2021 compared to$39.1 million for the six months endedJune 30, 2020 . The decrease was primarily due to a decrease in leasing commissions for new tenants at First & Main, City Center Bellevue,Torrey Point and Lloyd Portfolio. During the three months endedJune 30, 2021 , we had taken a short term investment position in a marketable security, which was purchased and sold within the same quarter. Net cash provided by financing activities increased$180.7 million to$191.3 million for the six months endedJune 30, 2021 compared to cash used in financing activities of$10.6 million for the six months endedJune 30, 2020 . The increase in cash provided by financing activities was primarily due to the closing of our issuance of 3.375% Senior Notes onJanuary 26, 2021 , partially offset by the repayment of both the outstanding balance on the revolving line of credit and the Senior Guaranteed Notes, Series A onJanuary 26, 2021 . Net Operating Income Net Operating Income, or NOI, is a non-GAAP financial measure of performance. We define NOI as operating revenues (rental income, tenant reimbursements, lease termination fees, ground lease rental income and other property income) less property and related expenses (property expenses, ground lease expense, property marketing costs, real estate taxes and insurance). NOI excludes general and administrative expenses, interest expense, depreciation and amortization, acquisition-related expense, other non-property income and losses, gains and losses from property dispositions, extraordinary items, tenant improvements, and leasing commissions. Other REITs may use different methodologies for calculating NOI, and accordingly, our NOI may not be comparable to the NOIs of other REITs. 51 -------------------------------------------------------------------------------- Table of Contents NOI is used by investors and our management to evaluate and compare the performance of our properties and to determine trends in earnings and to compute the fair value of our properties as it is not affected by (1) the cost of funds of the property owner, (2) the impact of depreciation and amortization expenses as well as gains or losses from the sale of operating real estate assets that are included in net income computed in accordance with GAAP or (3) general and administrative expenses and other gains and losses that are specific to the property owner. The cost of funds is eliminated from net income because it is specific to the particular financing capabilities and constraints of the owner. The cost of funds is also eliminated because it is dependent on historical interest rates and other costs of capital as well as past decisions made by us regarding the appropriate mix of capital, which may have changed or may change in the future. Depreciation and amortization expenses as well as gains or losses from the sale of operating real estate assets are eliminated because they may not accurately represent the actual change in value in our retail, office, multifamily or mixed-use properties that result from use of the properties or changes in market conditions. While certain aspects of real property do decline in value over time in a manner that is intended to be captured by depreciation and amortization, the value of the properties as a whole have historically increased or decreased as a result of changes in overall economic conditions instead of from actual use of the property or the passage of time. Gains and losses from the sale of real property vary from property to property and are affected by market conditions at the time of sale, which will usually change from period to period. These gains and losses can create distortions when comparing one period to another or when comparing our operating results to the operating results of other real estate companies that have not made similarly timed purchases or sales. We believe that eliminating these costs from net income is useful because the resulting measure captures the actual revenue generated and actual expenses incurred in operating our properties as well as trends in occupancy rates, rental rates and operating costs. However, the usefulness of NOI is limited because it excludes general and administrative costs, interest expense, interest income and other expense, depreciation and amortization expense and gains or losses from the sale of properties, and other gains and losses as stipulated by GAAP, the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, all of which are significant economic costs. NOI may fail to capture significant trends in these components of net income, which further limits its usefulness. NOI is a measure of the operating performance of our properties but does not measure our performance as a whole. NOI is therefore not a substitute for net income as computed in accordance with GAAP. This measure should be analyzed in conjunction with net income computed in accordance with GAAP and discussions elsewhere in "Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding the components of net income that are eliminated in the calculation of NOI. Other companies may use different methods for calculating NOI or similarly entitled measures and, accordingly, our NOI may not be comparable to similarly entitled measures reported by other companies that do not define the measure exactly as we do. The following is a reconciliation of our NOI to net income for the three and six months endedJune 30, 2021 and 2020 computed in accordance with GAAP (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net operating income$ 60,993
(6,924) (6,679) (13,747) (13,499)
Depreciation and amortization (27,646) (26,493) (55,147) (53,955)
Interest expense (14,862) (13,331) (28,867) (26,803)
Early extinguishment of debt - - (4,271) -
Other (expense) income, net (74) 162 (127) 270
Net income $ 11,487 $ 9,826 $ 13,220 $ 25,310
Funds from Operations
We calculate funds from operations, or FFO, in accordance with the standards
established by the National Association of Real Estate Investment Trusts , or
NAREIT. FFO represents net income (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.
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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.
The following table sets forth a reconciliation of our FFO for the three and six
months ended June 30, 2021 to net income, the nearest GAAP equivalent (in
thousands, except per share and share data):
Six
Months
Three Months Ended June Ended
30, June 30,
2021 2021
Funds from Operations (FFO)
Net income $ 11,487 $ 13,220
Plus: Real estate depreciation and amortization 27,646 55,147
Funds from operations 39,133 68,367
Less: Nonforfeitable dividends on incentive restricted stock awards
(134) (269)
FFO attributable to common stock and units $ 38,999 $ 68,098
FFO per diluted share/unit $ 0.51 $ 0.89 Weighted average number of common shares and units, diluted (1)
76,167,246 76,166,158
(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.
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