Attached files

file filename
8-K - FORM 8-K - American Assets Trust, Inc.d250049d8k.htm
EX-99.2 - SUPPLEMENTAL INFORMATION - American Assets Trust, Inc.d250049dex992.htm

Exhibit 99.1

LOGO

American Assets Trust, Inc. Reports Third Quarter 2011 Financial Results

Company Release – 11/8/11

SAN DIEGO – American Assets Trust, Inc. (NYSE: AAT) (the “Company”) today reported financial results for its third quarter ended September 30, 2011.

Financial Results and Recent Developments

 

   

Funds From Operations of $0.29 per diluted share/unit for the three months ended September 30, 2011

   

$91.6 million acquisition of Lloyd District Portfolio comprised of six buildings with approximately 600,000 square feet in Portland, Oregon

   

Sale of Valencia Corporate Center in Santa Clarita, California for $31.0 million

   

Signed 29 retail and office leases for 93,912 square feet

During the third quarter of 2011, the Company generated funds from operations (“FFO”) for common stockholders and unitholders of $16.6 million or $0.29 per diluted share/unit. For the nine months ended September 30, 2011, the Company generated FFO for common stockholders and unitholders of $41.0 million or $0.77 per diluted share/unit and FFO As Adjusted for common stockholders and unitholders of $44.0 million or $0.82 per diluted share/unit. FFO As Adjusted reflects adjustments to FFO for nonoperational items directly related to the Company’s initial public offering (“IPO”) on January 19, 2011.

Net income attributable to common stockholders was $3.1 million or $0.08 per basic and diluted share for the three months ended September 30, 2011. For the nine months ended September 30, 2011, net income attributable to common stockholders was $2.6 million or $0.07 per basic and diluted share.

FFO and FFO As Adjusted are non-GAAP supplemental earnings measures which the Company considers meaningful in measuring its operating performance. Reconciliations of FFO and FFO As Adjusted to net income are attached to this press release.

Portfolio Results

The portfolio leased status as of the end of the indicated quarter was as follows:

 

     September 30, 2011     June 30, 2011     September 30, 2010  

Total Portfolio

  

   

Retail

     92.6     94.0     97.3

Office

     94.1     94.7     96.5

Multifamily

     94.4     97.7     90.5

Mixed-Use:

      

Retail

     99.2     97.6     —     

Hotel

     88.8     87.3     —     

Same-Store Portfolio

      

Retail

     94.8     96.4     97.3

Office

     96.3     96.2     96.5

Multifamily

     94.4     97.7     90.5


During the third quarter of 2011, the Company signed 29 leases for approximately 93,912 square feet of retail and office space and 210 multifamily apartment leases. Renewals accounted for 91% of the comparable retail leases, 55% of the comparable office leases and 52% of the residential leases.

Retail

On a comparable space basis (i.e., leases for which there was a former tenant), the Company leased 44,296 square feet of retail space at an average cash-basis contractual rent increase of 4.4% during the third quarter 2011. The average contractual rent on this comparable space for the first year of the new leases is $24.03 per square foot, compared to an average contractual rent of $23.01 per square foot for the last year of the prior leases. On a GAAP basis (including the impact of straight-line rents), average rent per square foot for the comparable retail space increased 10.1% for the third quarter 2011.

Office

On a comparable space basis, the Company leased 34,602 square feet of office space at an average cash-basis contractual rent decrease of 10.7% during the third quarter 2011. The average contractual rent on this comparable space for the first year of the new leases is $34.09 per square foot, compared to an average contractual rent of $38.18 per square foot for the last year of the prior leases. On a GAAP basis (including the impact of straight-line rents), average rent per square foot for the comparable office space decreased 8.8% for the third quarter 2011.

Multifamily

At September 30, 2011, the average monthly base rent per leased unit was $1,421 compared to an average monthly base rent per leased unit of $1,407 at June 30, 2011 and $1,365 at September 30, 2010.

For the three and nine months ended September 30, 2011, same-store property operating income decreased approximately 4.7% and 2.9%, respectively, on a GAAP basis compared to the corresponding periods in 2010. The same-store property operating income by segment was as follows (in thousands):

 

     Three Months Ended            Nine Months Ended         
     September 30,            September 30,         
     2011      2010      Change     2011      2010      Change  

Retail

   $ 14,066       $ 14,879         (5.5 )%    $ 43,150       $ 43,851         (1.6 )% 

Office

     7,143         7,553         (5.4     11,515         12,003         (4.1

Multifamily

     2,416         2,346         3.0        6,614         7,237         (8.6

Mixed-Use

     —           —           —          —           —           —     
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 
   $ 23,625       $ 24,778         (4.7 )%    $ 61,279       $ 63,091         (2.9 )% 
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Same-store property operating income does not include income from First & Main, which was acquired in March 2011, Lloyd District Portfolio, which was acquired in July 2011, or Solana Beach Town Centre, Solana Beach Corporate Centre and Waikiki Beach Walk as these properties represented noncontrolled properties that were not consolidated at September 30, 2010. Same-store property income also excludes income from Valencia Corporate Center, which was sold in August 2011. The Landmark at One Market is included in same-store property operating income for the three months comparison but excluded for the nine months comparison because a controlling interest in the property was not acquired until June 30, 2010. Furthermore, The Landmark at One Market was not included in the Company’s income for the full nine months ended September 30, 2010.

Same-store retail property operating income decreased for the three months ended September 30, 2011 reflecting a decrease in rental revenue resulting from the closure of Borders at three properties, higher operating costs and increased property taxes. For the nine months ended September 30, 2011, same-store retail property operating income decreased primarily due to higher operating costs, increased property taxes and a reduction in rental revenue from the closure of Borders. The Company anticipates that the three former Borders spaces will be re-leased at the same or increased rent in the aggregate and has already re-leased the majority of one space as of the date hereof consistent with that expectation.

For the three and nine months ended September 30, 2011, same-store office property operating income decreased compared to corresponding prior year periods due to lower rental rates on new and amended leases, decreased average percentage leased, increased operating expenses and additional property tax expense for expected supplemental billings once the properties in California are re-assessed by the taxing authority.


Same-store multifamily property operating income increased for the three months ended September 30, 2011, due to an increased percentage leased and lower operating expenses. This increase more than offset additional property tax expense for expected supplemental billings once the properties in California are re-assessed by the taxing authority. Same-store multifamily property operating income decreased for the nine months ended September 30, 2011 compared to the corresponding prior year period due to increased property taxes, a lower percentage leased during the first half of 2011 and increased marketing expenses to attract new tenants, which ultimately led to increased occupancy during the second and third quarters of 2011.

Acquisitions and Dispositions

On July 1, 2011, the Company acquired the Lloyd District Portfolio, consisting of approximately 600,000 rentable square feet on more than 16 acres located in the Lloyd District of Portland, Oregon for approximately $91.6 million. The Lloyd District Portfolio is comprised of six office buildings within four contiguous blocks, including (i) a condominium interest in the 20-story Lloyd Tower, (ii) the 16-story Lloyd 700 Building and (iii) four low-rise landmark buildings within Oregon Square. Approximately 91% of the Lloyd District Portfolio’s rentable square feet are leased. Major tenants include Integra Telecom Holdings, Inc., Knowledge Learning Corp., PacifiCorp, the Tri-County Metropolitan Transportation District of Oregon and the Columbia River Inter-Tribal Fish Commission. Funds required to close the acquisition were provided from the net proceeds of the Company’s IPO. The Company intends to evaluate further developing this property through the addition of retail, office and/or residential mixed-use space to this site. However, no assurances can be made that the Company will ultimately further develop this property.

On August 30, 2011, the Company sold Valencia Corporate Center, an office property located in Santa Clarita, California, for $31.0 million. The decision to sell Valencia Corporate Center was a result of the Company’s desire to focus resources on its core, high-barrier to entry markets.

On September 20, 2011, the Company acquired approximately 1.7 acres of land fronting Highway 101 in Solana Beach, California for approximately $6.8 million. This property is located one block from the Pacific Ocean, within a mile of the Company’s Solana Beach Corporate Centre, Solana Beach Towne Centre and Lomas Santa Fe Plaza properties, and within 5 miles of the Company’s corporate offices.

Balance Sheet and Liquidity

At September 30, 2011, the Company had gross real estate assets of $1.7 billion and liquidity of $350.3 million comprised of cash and cash equivalents of $123.2 million, marketable securities of $29.6 million and $197.5 million of availability on its line of credit.

Dividends

The Company declared dividends on its shares of common stock of $0.21 per share for the third quarter of 2011. The dividends were declared on August 5, 2011 to holders of record on September 15, 2011 and were paid on September 30, 2011. Total dividends paid on shares of the Company’s common stock for the period from and including January 19, 2011 to September 30, 2011 were $0.59.

In addition, the Company declared a dividend on its common stock of $0.21 per share for the quarter ending December 31, 2011. The dividend will be paid on December 29, 2011 to stockholders of record on December 15, 2011.

Conference Call

The Company will hold a conference call to discuss the results for the third quarter 2011 on Wednesday, November 9, 2011 at 7:30 a.m. Pacific Time (“PT”). To participate in the event by telephone, please dial 1-800-510-9834 and use the pass code 47023769. A telephonic replay of the conference call will be available beginning at 10:30 a.m. PT on Wednesday, November 9, 2011 through Wednesday, November 23, 2011. To access the replay, dial 1-888-286-8010 and use the pass code 81896405. A live on-demand audio webcast of the conference call will be available on the Company’s website at www.americanassetstrust.com. A replay of the call will also be available on the Company’s website.


Supplemental Information

Supplemental financial information regarding the Company’s third quarter 2011 results may be found in the “Investor Relations” section of the Company’s website at www.americanassetstrust.com. This supplemental information provides additional detail on items such as property occupancy, financial performance by property and debt maturity schedules.


Financial Information

American Assets Trust, Inc.

Consolidated Balance Sheets

(In Thousands, Except Share Data)

 

     September 30,
2011
    December 31,
2010
 
     (unaudited)     (audited)  

Assets

    

Real estate, at cost

    

Operating real estate

   $ 1,653,329      $ 1,117,831   

Construction in progress

     4,285        925   

Held for development

     22,755        8,081   
  

 

 

   

 

 

 
     1,680,369        1,126,837   

Accumulated depreciation

     (223,624     (209,666
  

 

 

   

 

 

 

Net real estate

     1,456,745        917,171   

Cash and cash equivalents

     123,222        41,953   

Restricted cash

     8,760        4,481   

Marketable securities

     29,596        —     

Accounts receivable, net

     6,525        1,564   

Deferred rent receivables, net

     22,792        19,486   

Notes receivable from affiliate

     —          21,769   

Investment in real estate joint ventures

     —          39,816   

Prepaid expenses and other assets

     77,121        43,718   

Assets of discontinued operations

     —          27,399   
  

 

 

   

 

 

 

Total assets

   $ 1,724,761      $ 1,117,357   
  

 

 

   

 

 

 

Liabilities and equity

    

Liabilities:

    

Secured notes payable

   $ 943,900      $ 828,685   

Unsecured notes payable

     —          38,013   

Notes payable to affiliates

     —          5,266   

Accounts payable and accrued expenses

     27,769        11,284   

Security deposits payable

     4,664        2,510   

Other liabilities and deferred credits

     57,955        38,846   

Distributions in excess of earnings on real estate joint ventures

     —          14,060   

Liabilities of discontinued operations

     —          23,572   
  

 

 

   

 

 

 

Total liabilities

     1,034,288        962,236   
  

 

 

   

 

 

 

Commitments and contingencies

    

Equity:

    

Owners’ equity

     —          121,874   

American Assets Trust, Inc. stockholders’ equity

    

Common stock $0.01 par value, 490,000,000 authorized, 39,283,796 outstanding at September 30, 2011

     393        —     

Additional paid-in capital

     652,932        —     

Accumulated dividends in excess of net income

     (20,233     —     
  

 

 

   

 

 

 

Total American Assets Trust, Inc. stockholders’ equity

     633,092        —     

Noncontrolling interests

    

Owners in consolidated real estate entities

     —          33,247   

Unitholders in the Operating Partnership

     57,381        —     
  

 

 

   

 

 

 
     57,381        33,247   
  

 

 

   

 

 

 

Total equity

     690,473        155,121   
  

 

 

   

 

 

 

Total liabilities and equity

   $ 1,724,761      $ 1,117,357   
  

 

 

   

 

 

 


American Assets Trust, Inc.

Consolidated Statements of Operations

(Unaudited)

(In Thousands, Except Shares and Per Share Data)

 

     Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
     2011     2010     2011     2010  

Revenue:

        

Rental income

   $ 53,278      $ 33,903      $ 146,860      $ 88,213   

Other property income

     3,015        1,060        7,416        2,762   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

     56,293        34,963        154,276        90,975   

Expenses:

        

Rental expenses

     16,187        5,977        42,720        15,358   

Real estate taxes

     5,390        3,442        14,800        9,208   

General and administrative

     3,733        1,515        10,786        4,908   

Depreciation and amortization

     15,827        12,599        41,916        26,714   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     41,137        23,533        110,222        56,188   

Operating income

     15,156        11,430        44,054        34,787   

Interest expense

     (14,738     (12,416     (41,791     (32,979

Early extinguishment of debt

     —          —          (25,867     —     

Loan transfer and consent fees

     —          —          (9,019     —     

Gain on acquisition

     —          —          46,371        4,297   

Other income (expense), net

     (108     (251     (179     (1,167
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from continuing operations

     310        (1,237     13,569        4,938   

Discontinued operations

        

Income from discontinued operations

     327        44        1,119        232   

Gain on sale of real estate property

     3,981        —          3,981        —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Results from discontinued operations

     4,308        44        5,100        232   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

     4,618        (1,193     18,669        5,170   

Net income attributable to restricted shares

     (132     —          (350     —     

Net loss attributable to Predecessor’s noncontrolling interests in consolidated real estate entities

     —          1,042        2,458        1,941   

Net (income) loss attributable to Predecessor’s controlled owners’ equity

     —          151        (16,995     (7,111

Net income attributable to unitholders in the Operating Partnership

     (1,434     —          (1,209     —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to American Assets Trust, Inc. stockholders

   $ 3,052      $ —        $ 2,573      $ —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic net income (loss) from continuing operations attributable to common stockholders per share

   $ —          $ (0.03  

Basic net income from discontinued operations attributable to common stockholders per share

     0.08          0.10     
  

 

 

     

 

 

   

Basic net income attributable to common stockholders per share

   $ 0.08        $ 0.07     
  

 

 

     

 

 

   

Weighted average shares of common stock outstanding—basic

     38,655,084          36,106,397     
  

 

 

     

 

 

   

Diluted net income (loss) from continuing operations attributable to common stockholders per share

   $ —          $ (0.03  

Diluted net income from discontinued operations attributable to common stockholders per share

     0.08          0.10     
  

 

 

     

 

 

   

Diluted net income attributable to common stockholders per share

   $ 0.08        $ 0.07     
  

 

 

     

 

 

   

Weighted average shares of common stock outstanding—diluted

     57,051,173          53,265,648     
  

 

 

     

 

 

   

Dividends declared per common share

   $ 0.21        $ 0.59     
  

 

 

     

 

 

   


Reconciliation of Net Income to Funds From Operations and Funds From Operations As Adjusted

The Company’s FFO attributable to common stockholders and operating partnership unitholders, FFO As Adjusted available to common stockholders and operating partnership unitholders and a reconciliation of both to net income is as follows (in thousands except shares and per share data):

 

     Three Months  Ended
September 30, 2011
    Nine Months  Ended
September 30, 2011
 
      

Funds From Operations (FFO)

    

Net income

   $ 4,618      $ 18,669   

Depreciation and amortization of real estate assets

     16,053        42,820   

Depreciation and amortization on unconsolidated real estate joint ventures (pro rata)

     —          688   

Gain on sale of real estate

     (3,981     (3,981
  

 

 

   

 

 

 

FFO, as defined by NAREIT

   $ 16,690      $ 58,196   
  

 

 

   

 

 

 

Less: FFO attributable to Predecessor’s controlled and noncontrolled owners’ equity

     —          (16,973

Less: Nonforfeitable dividends on incentive stock awards

     (88     (227
  

 

 

   

 

 

 

FFO attributable to common stock and units

   $ 16,602      $ 40,996   
  

 

 

   

 

 

 

FFO per diluted share/unit

   $ 0.29      $ 0.77   
  

 

 

   

 

 

 

Weighted average number of common shares and units, diluted

     57,258,190        53,459,442   
  

 

 

   

 

 

 

FFO As Adjusted

    

FFO

   $ 16,690      $ 58,196   

Early extinguishment of debt

     —          25,867   

Loan transfer and consent fees

     —          9,019   

Gain on acquisition of controlling interests

     —          (46,371
  

 

 

   

 

 

 

FFO As Adjusted

     16,690        46,711   
  

 

 

   

 

 

 

Less: FFO As Adjusted attributable to Predecessor’s controlled and noncontrolled owners’ equity

     —          (2,462

Less: Nonforfeitable dividends on incentive stock awards

     (88     (227
  

 

 

   

 

 

 

FFO As Adjusted attributable to common stock and units

   $ 16,602      $ 44,022   
  

 

 

   

 

 

 

FFO As Adjusted per diluted share/unit

   $ 0.29      $ 0.82   
  

 

 

   

 

 

 

Weighted average number of common shares and units, diluted

     57,258,190        53,459,442   
  

 

 

   

 

 

 

Reported results are preliminary and not final until the filing of the Company’s Form 10-Q with the Securities and Exchange Commission and, therefore, remain subject to adjustment.

Use of Non-GAAP Information

The Company calculates FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts, or NAREIT. FFO represents net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of depreciable operating property, real estate related depreciation and amortization (excluding amortization of deferred financing costs) and after adjustments for unconsolidated partnerships and joint ventures. The Company also presents FFO As Adjusted, which represents FFO adjusted for certain identified items.

FFO and FFO As Adjusted are supplemental non-GAAP financial measures. Management uses FFO and FFO As Adjusted as supplemental performance measures because it believes that FFO and FFO As Adjusted are beneficial to investors as a starting point in measuring the Company’s 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. The Company also believes that, as a widely recognized measure of the performance of REITs, FFO will be used by investors as a basis to compare the Company’s operating performance with that of other REITs. However, because FFO excludes depreciation and amortization and captures neither the changes in the value of the Company’s properties that result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of the Company’s properties, all of which have real economic effects and could materially impact the Company’s results from operations, the utility of FFO as a measure of the Company’s performance is limited. In addition, other equity REITs may not calculate FFO in accordance with the NAREIT definition as the Company does, and, accordingly, the Company’s FFO may not be comparable to such other REITs’ FFO. FFO As Adjusted reflects certain additional adjustments for items that management believes do not reflect the operational performance of the Company’s properties. Accordingly, FFO and FFO As Adjusted should be considered only as supplements to net income as measures of the Company’s performance. FFO and FFO As Adjusted should not be used as measures of the Company’s liquidity, nor are they indicative of funds available to fund the Company’s cash needs, including the Company’s ability to pay dividends or service indebtedness. FFO and FFO As Adjusted also should not be used as a supplement to or substitute for cash flow from operating activities computed in accordance with GAAP.

About American Assets Trust, Inc.

American Assets Trust, Inc. is a full service, vertically integrated and self-administered real estate investment trust, or REIT, that owns, operates, acquires and develops high quality retail and office properties in attractive, high-barrier-to-entry markets primarily in Southern California, Northern California, Hawaii and Oregon. The Company was formed to succeed to the real estate business of American Assets, Inc., a privately held corporation founded in 1967 and, as such, has significant experience, long-standing relationships and extensive knowledge of its core markets, submarkets and asset classes. The Company’s retail portfolio comprises approximately 3.0 million rentable square feet, and its office portfolio comprises approximately 2.2 million square feet. In addition the company owns one mixed-use property (including approximately 97,000 rentable square feet of retail space and a 369-room all-suite hotel) and over 900 multifamily units. The Company intends to elect to be treated as a real estate investment trust, or REIT, for U.S. federal income tax purposes, commencing with the taxable year ending December 31, 2011. For additional information, visit www.americanassetstrust.com.

Forward Looking Statements

This press release may contain forward-looking statements within the meaning of the federal securities laws, which are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” 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. While forward-looking statements reflect the Company’s good faith beliefs, assumptions and expectations, they are not guarantees of future performance. For a further discussion of these and other factors that could cause the Company’s future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in the Company’s annual report on Form 10-K filed on March 30, 2011, and other risks described in documents subsequently filed by the Company from time to time with the Securities and Exchange Commission. The Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes.

Source: American Assets Trust, Inc.

Investor and Media Contact:

American Assets Trust

Robert F. Barton

Executive Vice President and Chief Financial Officer

858-350-2607