Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 08, 2013 | |
Document Documentand Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'AAT | ' |
Entity Registrant Name | 'AMERICAN ASSETS TRUST, INC. | ' |
Entity Central Index Key | '0001500217 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 40,447,825 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
ASSETS | ' | ' |
Operating real estate | $1,900,185 | $1,891,549 |
Construction in progress | 62,478 | 32,183 |
Held for development | 9,006 | 14,944 |
Total Real estate, at cost | 1,971,669 | 1,938,676 |
Accumulated depreciation | -305,880 | -270,494 |
Net real estate | 1,665,789 | 1,668,182 |
Cash and cash equivalents | 65,722 | 42,479 |
Restricted cash | 10,065 | 7,421 |
Accounts receivable, net | 7,579 | 6,440 |
Deferred rent receivables, net | 31,665 | 29,395 |
Other assets, net | 60,026 | 73,670 |
TOTAL ASSETS | 1,840,846 | 1,827,587 |
LIABILITIES AND EQUITY | ' | ' |
Secured notes payable | 1,044,117 | 1,044,682 |
Accounts payable and accrued expenses | 41,256 | 29,509 |
Security deposits payable | 5,010 | 4,856 |
Other liabilities and deferred credits | 59,219 | 62,811 |
Total liabilities | 1,149,602 | 1,141,858 |
Commitments and contingencies (Note 11) | ' | ' |
American Assets Trust, Inc. stockholders’ equity | ' | ' |
Common stock, $0.01 par value, 490,000,000 shares authorized, 40,448,393 and 39,664,212 shares outstanding at September 30, 2013 (unaudited) and December 31, 2012, respectively | 405 | 397 |
Additional paid-in capital | 691,389 | 663,589 |
Accumulated dividends in excess of net income | -40,007 | -25,625 |
Total American Assets Trust, Inc. stockholders’ equity | 651,787 | 638,361 |
Noncontrolling interests | 39,457 | 47,368 |
Total equity | 691,244 | 685,729 |
TOTAL LIABILITIES AND EQUITY | $1,840,846 | $1,827,587 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 490,000,000 | 490,000,000 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
REVENUE: | ' | ' | ' | ' |
Rental income | $62,405 | $58,310 | $181,332 | $165,058 |
Other property income | 2,913 | 2,455 | 9,080 | 7,287 |
Total revenue | 65,318 | 60,765 | 190,412 | 172,345 |
EXPENSES: | ' | ' | ' | ' |
Rental expenses | 17,430 | 16,478 | 50,402 | 46,802 |
Real estate taxes | 5,768 | 6,094 | 16,044 | 17,078 |
General and administrative | 4,031 | 3,894 | 12,658 | 11,530 |
Depreciation and amortization | 16,648 | 16,094 | 50,614 | 45,277 |
Total operating expenses | 43,877 | 42,560 | 129,718 | 120,687 |
OPERATING INCOME | 21,441 | 18,205 | 60,694 | 51,658 |
Interest expense | -14,764 | -14,247 | -44,244 | -42,176 |
Other income (expense), net | -419 | 8 | -763 | -355 |
INCOME FROM CONTINUING OPERATIONS | 6,258 | 3,966 | 15,687 | 9,127 |
Discontinued operations | ' | ' | ' | ' |
Results from discontinued operations | 0 | 319 | 0 | 653 |
NET INCOME | 6,258 | 4,285 | 15,687 | 9,780 |
Net income attributable to restricted shares | -132 | -133 | -397 | -396 |
Noncontrolling Interest in Net Income (Loss) Operating Partnerships, Redeemable | -1,903 | -1,335 | -4,752 | -3,022 |
NET INCOME ATTRIBUTABLE TO AMERICAN ASSETS TRUST, INC. STOCKHOLDERS | $4,223 | $2,817 | $10,538 | $6,362 |
EARNINGS PER COMMON SHARE, BASIC | ' | ' | ' | ' |
Continuing operations | $0.11 | $0.07 | $0.27 | $0.16 |
Discontinued operations | $0 | $0.01 | $0 | $0.01 |
Basic net income attributable to common stockholders per share | $0.11 | $0.08 | $0.27 | $0.17 |
Weighted average shares of common stock outstanding-basic | 39,816,753 | 38,673,617 | 39,439,488 | 38,663,352 |
EARNINGS PER COMMON SHARE, DILUTED | ' | ' | ' | ' |
Continuing operations | $0.11 | $0.07 | $0.27 | $0.16 |
Discontinued operations | $0 | $0.01 | $0 | $0.01 |
Diluted net income attributable to common stockholders per share | $0.11 | $0.08 | $0.27 | $0.17 |
Weighted average shares of common stock outstanding-diluted | 57,777,667 | 57,054,425 | 57,423,959 | 57,054,425 |
Dividends declared per common share | $0.21 | $0.21 | $0.63 | $0.63 |
Consolidated_Statement_of_Equi
Consolidated Statement of Equity (USD $) | Total | Common Shares | Additional Paid-in Capital | Accumulated dividends in excess of net income | Noncontrolling Interests - Unitholders in the Operating Partnership |
In Thousands, except Share data, unless otherwise specified | |||||
Beginning Balance at Dec. 31, 2012 | $685,729 | $397 | $663,589 | ($25,625) | $47,368 |
Beginning Balance (in shares) at Dec. 31, 2012 | ' | 39,664,212 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Net income | 15,687 | ' | ' | 10,935 | 4,752 |
Common shares issued (in shares) | ' | 718,714 | ' | ' | ' |
Common shares issued | 24,353 | 7 | 24,346 | ' | ' |
Conversion of operating partnership units (in shares) | 64,326 | 64,326 | ' | ' | ' |
Conversion of operating partnership units | 1 | 1 | 1,335 | ' | -1,335 |
Issuance of restricted stock (in shares) | ' | 5,004 | ' | ' | ' |
Issuance of restricted stock | 0 | 0 | ' | ' | ' |
Forfeiture of restricted stock (in shares) | ' | -3,863 | ' | ' | ' |
Forfeiture of restricted stock | 0 | 0 | ' | ' | ' |
Dividends declared and paid | -36,645 | ' | ' | -25,317 | -11,328 |
Stock-based compensation | 2,119 | ' | 2,119 | ' | ' |
Ending Balance at Sep. 30, 2013 | $691,244 | $405 | $691,389 | ($40,007) | $39,457 |
Ending Balance (in shares) at Sep. 30, 2013 | ' | 40,448,393 | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
OPERATING ACTIVITIES | ' | ' |
Net income | $15,687 | $9,780 |
Results from discontinued operations | 0 | -653 |
INCOME FROM CONTINUING OPERATIONS | 15,687 | 9,127 |
Adjustments to reconcile income from continuing operations to net cash provided by operating activities: | ' | ' |
Deferred rent revenue and amortization of lease intangibles | -3,593 | -4,720 |
Depreciation and amortization | 50,614 | 45,277 |
Amortization of debt issuance costs and debt fair value adjustments | 2,949 | 2,928 |
Stock-based compensation expense | 2,119 | 2,128 |
Loss from real estate joint ventures | 54 | 0 |
Other, net | 750 | 998 |
Changes in operating assets and liabilities | ' | ' |
Change in restricted cash | -1,549 | -1,852 |
Change in accounts receivable | -1,019 | 462 |
Change in other assets | -68 | -1,375 |
Change in accounts payable and accrued expenses | 8,071 | 3,031 |
Change in security deposits payable | 154 | -1,106 |
Change in other liabilities and deferred credits | 321 | 192 |
Net cash provided by operating activities of continuing operations | 74,490 | 55,090 |
Net cash provided by operating activities of discontinued operations | 0 | 304 |
Net cash provided by operating activities | 74,490 | 55,394 |
INVESTING ACTIVITIES | ' | ' |
Acquisition of real estate, net of cash acquired | 0 | -253,090 |
Capital expenditures | -33,503 | -25,628 |
Change in restricted cash | 305 | 1,066 |
Leasing commissions | -1,977 | -2,675 |
Maturity of marketable securities | 0 | 4,384 |
Sale of marketable securities | 0 | 23,191 |
Deposit on property acquisition | 0 | -2,000 |
Net cash used in investing activities of continuing operations | -35,175 | -254,752 |
Net cash used in investing activities of discontinued operations | 0 | -203 |
Net cash used in investing activities | -35,175 | -254,955 |
FINANCING ACTIVITIES | ' | ' |
Change in restricted cash | -1,400 | 0 |
Issuance of secured notes payable | 0 | 21,900 |
Repayment of secured notes payable | -2,749 | -3,512 |
Proceeds from unsecured line of credit | 0 | 164,000 |
Repayment of unsecured line of credit | 0 | -23,000 |
Debt issuance costs | 0 | -932 |
Proceeds from issuance of common stock, net | 24,790 | 0 |
Dividends paid to common stock and unitholders | -36,645 | -36,340 |
Deferred offering costs | -68 | -361 |
Net cash (used in) provided by financing activities | -16,072 | 121,755 |
Net increase (decrease) in cash and cash equivalents | 23,243 | -77,806 |
Cash and cash equivalents, beginning of period | 42,479 | 112,723 |
Cash and cash equivalents, end of period | $65,722 | $34,917 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Notes) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Accounting Policies [Abstract] | ' | |||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | |||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||
Business and Organization | ||||||||
American Assets Trust, Inc. (which may be referred to in these financial statements as the “Company,” “we,” “us,” or “our”) is a Maryland corporation formed on July 16, 2010 that did not have any operating activity until the consummation of our initial public offering on January 19, 2011. The Company is the sole general partner of American Assets Trust, L.P., a Maryland limited partnership formed on July 16, 2010 (the “Operating Partnership”). The Company’s operations are carried on through our Operating Partnership and its subsidiaries, including our taxable real estate investment trust ("REIT") subsidiary ("TRS"). Since the formation of our Operating Partnership, the Company has controlled our Operating Partnership as its general partner and has consolidated its assets, liabilities and results of operations. | ||||||||
We are a vertically integrated and self-administered REIT with approximately 117 employees providing substantial in-house expertise in asset management, property management, property development, leasing, tenant improvement construction, acquisitions, repositioning, redevelopment and financing. | ||||||||
As of September 30, 2013, we owned or had a controlling interest in 23 office, retail, multifamily and mixed-use operating properties, the operations of which we consolidate. Additionally, as of September 30, 2013, we owned land at five of our properties that we classify as held for development and/or construction in progress. A summary of the properties owned by us is as follows: | ||||||||
Retail | ||||||||
Carmel Country Plaza | Del Monte Center | |||||||
Carmel Mountain Plaza | Geary Marketplace | |||||||
South Bay Marketplace | The Shops at Kalakaua | |||||||
Rancho Carmel Plaza | Waikele Center | |||||||
Lomas Santa Fe Plaza | Alamo Quarry Market | |||||||
Solana Beach Towne Centre | ||||||||
Office | ||||||||
Torrey Reserve Campus | Lloyd District Portfolio | |||||||
Solana Beach Corporate Centre | City Center Bellevue | |||||||
The Landmark at One Market | ||||||||
One Beach Street | ||||||||
First & Main | ||||||||
Multifamily | ||||||||
Loma Palisades | ||||||||
Imperial Beach Gardens | ||||||||
Mariner's Point | ||||||||
Santa Fe Park RV Resort | ||||||||
Mixed-Use | ||||||||
Waikiki Beach Walk Retail and Embassy Suites™ Hotel | ||||||||
Held for Development and Construction in Progress | ||||||||
Solana Beach Corporate Centre – Land | ||||||||
Solana Beach – Highway 101 – Land | ||||||||
Sorrento Pointe – Land | ||||||||
Torrey Reserve – Land | ||||||||
Lloyd District Portfolio – Land | ||||||||
Basis of Presentation | ||||||||
Our consolidated financial statements include the accounts of the Company, our Operating Partnership and our subsidiaries. The equity interests of other investors in our Operating Partnership are reflected as noncontrolling interests. | ||||||||
All significant intercompany transactions and balances are eliminated in consolidation. | ||||||||
In December 2012, we sold 160 King Street. We have reclassified our financial statements for all periods prior to the sale to reflect 160 King Street as discontinued operations. Unless noted otherwise, discussions in these notes pertain to our continuing operations. | ||||||||
The accompanying consolidated financial statements of the Company have been prepared in accordance with the rules applicable to Form 10-Q and include all information and footnotes required for interim financial statement presentation, but do not include all disclosures required under accounting principles generally accepted in the United States (“GAAP”) for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments, except as otherwise noted) considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the audited consolidated financial statements and notes therein included in the Company's annual report on Form 10-K for the year ended December 31, 2012. | ||||||||
The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that in certain circumstances affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and revenues and expenses. These estimates are prepared using our best judgment, after considering past, current and expected events and economic conditions. Actual results could differ from these estimates. | ||||||||
Any reference to the number of properties and square footage are unaudited and outside the scope of our independent registered public accounting firm’s review of our financial statements in accordance with the standards of the United States Public Company Accounting Oversight Board. | ||||||||
Consolidated Statements of Cash Flows—Supplemental Disclosures | ||||||||
The following table provides supplemental disclosures related to the Consolidated Statements of Cash Flows (in thousands): | ||||||||
Nine Months Ended September 30, | ||||||||
2013 | 2012 | |||||||
Supplemental cash flow information (including discontinued operations) | ||||||||
Total interest costs incurred | $ | 45,692 | $ | 43,983 | ||||
Interest capitalized | $ | 1,448 | $ | 461 | ||||
Interest expense | $ | 44,244 | $ | 43,522 | ||||
Cash paid for interest, net of amounts capitalized | $ | 41,189 | $ | 40,527 | ||||
Cash paid for income taxes | $ | 868 | $ | 1,210 | ||||
Supplemental schedule of noncash investing and financing activities | ||||||||
Accounts payable and accrued liabilities for construction in progress | $ | 3,188 | $ | 5,635 | ||||
Accrued leasing commissions | $ | 488 | $ | (562 | ) | |||
Reduction to capital for prepaid offering costs | $ | 437 | $ | — | ||||
Significant Accounting Policies | ||||||||
We describe our significant accounting policies in Note 1 to the consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2012. There have been no changes to our significant accounting policies during the nine months ended September 30, 2013. | ||||||||
Segment Information | ||||||||
Segment information is prepared on the same basis that our management reviews information for operational decision-making purposes. We operate in four business segments: the acquisition, redevelopment, ownership and management of retail real estate, office real estate, multifamily real estate and mixed-use real estate. The products for our retail segment primarily include rental of retail space and other tenant services, including tenant reimbursements, parking and storage space rental. The products for our office segment primarily include rental of office space and other tenant services, including tenant reimbursements, parking and storage space rental. The products for our multifamily segment include rental of apartments and other tenant services. The products of our mixed-use segment include rental of retail space and other tenant services, including tenant reimbursements, parking and storage space rental and operation of a 369-room all-suite hotel. | ||||||||
Reclassifications | ||||||||
Certain items in the consolidated financial statements for prior periods have been reclassified to conform to current classifications. | ||||||||
Recent Accounting Pronouncements | ||||||||
In February 2013, the Financial Accounting Standards Board issued ASU 2013-2, Comprehensive Income (Topic 220): Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income. ASU 2013-2 requires entities to disclose certain information relating to amounts reclassified out of accumulated other comprehensive income. This pronouncement became effective for us in the first quarter of 2013 and did not have a significant impact on our consolidated financial statements. |
ACQUIRED_INPLACE_LEASES_AND_AB
ACQUIRED IN-PLACE LEASES AND ABOVE/BELOW MARKET LEASES (Notes) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
ACQUIRED IN-PLACE LEASES AND ABOVE/BELOW MARKET LEASES | ' | |||||||
ACQUIRED IN-PLACE LEASES AND ABOVE/BELOW MARKET LEASES | ||||||||
The following summarizes our acquired lease intangibles and leasing costs, which are included in other assets and other liabilities and deferred credits, as of September 30, 2013 and December 31, 2012 (in thousands): | ||||||||
September 30, 2013 | December 31, 2012 | |||||||
In-place leases | $ | 63,242 | $ | 72,598 | ||||
Accumulated amortization | (36,689 | ) | (38,290 | ) | ||||
Above market leases | 28,362 | 32,846 | ||||||
Accumulated amortization | (20,057 | ) | (21,363 | ) | ||||
Acquired lease intangible assets, net | $ | 34,858 | $ | 45,791 | ||||
Below market leases | $ | 76,996 | $ | 80,071 | ||||
Accumulated accretion | (27,552 | ) | (25,721 | ) | ||||
Acquired lease intangible liabilities, net | $ | 49,444 | $ | 54,350 | ||||
MARKETABLE_SECURITIES_Notes
MARKETABLE SECURITIES (Notes) | 9 Months Ended |
Sep. 30, 2013 | |
Investments, Debt and Equity Securities [Abstract] | ' |
MARKETABLE SECURITIES | ' |
MARKETABLE SECURITIES | |
Our portfolio of marketable securities was comprised of debt securities that were classified as trading securities. Our marketable securities consisted of investments in mortgage-backed securities issued by the Government National Mortgage Association (“GNMA securities”). We reported our trading securities at fair value, using prices provided by independent market participants that were based on observable inputs using market-based valuation techniques (Level 2 of the fair value hierarchy-see Note 4). On August 20, 2012, we sold all of our outstanding GNMA securities with a realized loss of $0.7 million for the nine months ended September 30, 2012. |
FAIR_VALUE_OF_FINANCIAL_INSTRU
FAIR VALUE OF FINANCIAL INSTRUMENTS (Notes) | 9 Months Ended | |||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | ' | |||||||||||||||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | ||||||||||||||||||||||||||
A fair value measurement is based on the assumptions that market participants would use in pricing an asset or liability. The hierarchy for inputs used in measuring fair value is as follows: | ||||||||||||||||||||||||||
1 | Level 1 Inputs—quoted prices in active markets for identical assets or liabilities | |||||||||||||||||||||||||
2 | Level 2 Inputs—observable inputs other than quoted prices in active markets for identical assets and liabilities | |||||||||||||||||||||||||
3 | Level 3 Inputs—unobservable inputs | |||||||||||||||||||||||||
Except as disclosed below, the carrying amounts of our financial instruments approximate their fair value. The financial liability whose fair value we measure on a recurring basis using Level 2 inputs is our deferred compensation liability included in other liabilities and deferred credits on the consolidated balance sheet. We measure the fair value of this liability based on prices provided by independent market participants that are based on observable inputs using market-based valuation techniques. | ||||||||||||||||||||||||||
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. | ||||||||||||||||||||||||||
A summary of our financial liabilities that are measured at fair value on a recurring basis, by level within the fair value hierarchy is as follows (in thousands): | ||||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
Deferred compensation liability | $ | — | $ | 729 | $ | — | $ | 729 | $ | — | $ | 637 | $ | — | $ | 637 | ||||||||||
The fair value of our secured notes payable is sensitive to fluctuations in interest rates. Discounted cash flow analysis using observable market interest rates (Level 2) is generally used to estimate the fair value of our secured notes payable, using rates ranging from 3.9% to 5.5%. | ||||||||||||||||||||||||||
Considerable judgment is necessary to estimate the fair value of financial instruments. The estimates of fair value presented herein are not necessarily indicative of the amounts that could be realized upon disposition of the financial instruments. A summary of the carrying amount and fair value of our secured financial instruments, all of which are based on Level 2 inputs, is as follows (in thousands): | ||||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||||||||
Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||||||||||||||
Secured notes payable | $ | 1,044,117 | $ | 1,090,165 | $ | 1,044,682 | $ | 1,116,162 | ||||||||||||||||||
OTHER_ASSETS_Notes
OTHER ASSETS (Notes) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | |||||||
OTHER ASSETS | ' | |||||||
OTHER ASSETS | ||||||||
Other assets consist of the following (in thousands): | ||||||||
September 30, 2013 | December 31, 2012 | |||||||
Leasing commissions, net of accumulated amortization of $18,579 and $16,829, respectively | $ | 17,257 | $ | 18,329 | ||||
Acquired above market leases, net | 8,305 | 11,483 | ||||||
Acquired in-place leases, net | 26,553 | 34,308 | ||||||
Lease incentives, net of accumulated amortization of $2,498 and $2,220, respectively | 1,203 | 1,480 | ||||||
Other intangible assets, net of accumulated amortization of $1,515 and $4,239, respectively | 719 | 960 | ||||||
Debt issuance costs, net of accumulated amortization of $3,139 and $2,374, respectively | 2,887 | 3,651 | ||||||
Prepaid expenses and other | 3,102 | 3,459 | ||||||
Total other assets | $ | 60,026 | $ | 73,670 | ||||
OTHER_LIABILITIES_AND_DEFERRED
OTHER LIABILITIES AND DEFERRED CREDITS (Notes) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Other Liabilities Disclosure [Abstract] | ' | |||||||
OTHER LIABILITIES AND DEFERRED CREDITS | ' | |||||||
OTHER LIABILITIES AND DEFERRED CREDITS | ||||||||
Other liabilities and deferred credits consist of the following (in thousands): | ||||||||
September 30, 2013 | December 31, 2012 | |||||||
Acquired below market leases, net | $ | 49,444 | $ | 54,350 | ||||
Prepaid rent and deferred revenue | 7,272 | 6,383 | ||||||
Deferred rent expense and lease intangible | 879 | 1,008 | ||||||
Deferred compensation | 729 | 637 | ||||||
Deferred tax liability | 280 | 320 | ||||||
Straight-line rent liability | 528 | 63 | ||||||
Other liabilities | 87 | 50 | ||||||
Total other liabilities and deferred credits | $ | 59,219 | $ | 62,811 | ||||
Straight-line rent liability relates to leases which have rental payments that decrease over time or one-time upfront payments for which the rental revenue is deferred and recognized on a straight-line basis. |
DEBT_Notes
DEBT (Notes) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||
DEBT | ' | ||||||||||||
DEBT | |||||||||||||
The following is a summary of our total secured notes payable outstanding as of September 30, 2013 and December 31, 2012 (in thousands): | |||||||||||||
Principal Balance as of | Stated Interest | Stated Maturity Date | |||||||||||
Rate as of | |||||||||||||
Description of Debt | September 30, 2013 | December 31, 2012 | 30-Sep-13 | ||||||||||
Alamo Quarry Market (1)(2) | $ | 92,289 | $ | 93,942 | 5.67 | % | January 8, 2014 | ||||||
Waikele Center (3) | 140,700 | 140,700 | 5.15 | % | November 1, 2014 | ||||||||
The Shops at Kalakaua (3) | 19,000 | 19,000 | 5.45 | % | May 1, 2015 | ||||||||
The Landmark at One Market (3)(4) | 133,000 | 133,000 | 5.61 | % | July 5, 2015 | ||||||||
Del Monte Center (3) | 82,300 | 82,300 | 4.93 | % | July 8, 2015 | ||||||||
First & Main (3) | 84,500 | 84,500 | 3.97 | % | July 1, 2016 | ||||||||
Imperial Beach Gardens (3) | 20,000 | 20,000 | 6.16 | % | September 1, 2016 | ||||||||
Mariner’s Point (3) | 7,700 | 7,700 | 6.09 | % | September 1, 2016 | ||||||||
South Bay Marketplace (3) | 23,000 | 23,000 | 5.48 | % | February 10, 2017 | ||||||||
Waikiki Beach Walk—Retail (3) | 130,310 | 130,310 | 5.39 | % | July 1, 2017 | ||||||||
Solana Beach Corporate Centre III-IV (5) | 36,908 | 37,204 | 6.39 | % | August 1, 2017 | ||||||||
Loma Palisades (3) | 73,744 | 73,744 | 6.09 | % | July 1, 2018 | ||||||||
One Beach Street (3) | 21,900 | 21,900 | 3.94 | % | April 1, 2019 | ||||||||
Torrey Reserve—North Court (1) | 21,450 | 21,659 | 7.22 | % | June 1, 2019 | ||||||||
Torrey Reserve—VCI, VCII, VCIII (1) | 7,225 | 7,294 | 6.36 | % | June 1, 2020 | ||||||||
Solana Beach Corporate Centre I-II (1) | 11,516 | 11,637 | 5.91 | % | June 1, 2020 | ||||||||
Solana Beach Towne Centre (1) | 38,388 | 38,790 | 5.91 | % | June 1, 2020 | ||||||||
City Center Bellevue (3) | 111,000 | 111,000 | 3.98 | % | November 1, 2022 | ||||||||
1,054,930 | 1,057,680 | ||||||||||||
Unamortized fair value adjustment | (10,813 | ) | (12,998 | ) | |||||||||
Total Secured Notes Payable Outstanding | $ | 1,044,117 | $ | 1,044,682 | |||||||||
-1 | Principal payments based on a 30-year amortization schedule. | ||||||||||||
-2 | Loan was prepaid, without penalty or premium, on October 8, 2013 (see Note 17). | ||||||||||||
-3 | Interest only. | ||||||||||||
-4 | Maturity Date is the earlier of the loan maturity date under the loan agreement, or the “Anticipated Repayment Date” as specifically defined in the loan agreement, which is the date after which substantial economic penalties apply if the loan has not been paid off. | ||||||||||||
-5 | Loan was interest only through August 2012. Beginning in September 2012, principal payments are based on a 30-year amortization schedule. | ||||||||||||
Certain loans require us to comply with various financial covenants. As of September 30, 2013, we were in compliance with these financial covenants. | |||||||||||||
Credit Facility | |||||||||||||
On January 19, 2011, we entered into a credit facility pursuant to which a group of lenders provided commitments for a revolving credit facility allowing borrowings of up to $250.0 million. At September 30, 2013, our maximum allowable borrowing amount was $224.3 million. The credit facility has an accordion feature that may allow us to increase the availability thereunder up to a maximum of $400.0 million, subject to meeting specified requirements and obtaining additional commitments from lenders. The credit facility bears interest at the rate of either the applicable LIBOR or a base rate, in each case plus a margin that will vary depending on our leverage ratio. The amount available for us to borrow under the credit facility is subject to the net operating income of our properties that form the borrowing base of the facility and a minimum implied debt yield of such properties. At September 30, 2013, no amounts were outstanding on the credit facility. On October 8, 2013, we prepaid, without penalty or premium, the outstanding mortgage encumbering Alamo Quarry Market with funds drawn against the credit facility (Note 17). | |||||||||||||
On March 7, 2011, the credit facility was amended to allow us or our Operating Partnership to purchase GNMA securities with maturities of up to 30 years. On January 10, 2012, the credit facility was amended a second time to (1) extend the maturity date to January 10, 2016 (with a one-year extension option), (2) decrease the applicable interest rates and (3) modify certain financial covenants contained therein. On September 7, 2012, the credit facility was amended a third time to allow our consolidated total secured indebtedness to be up to 55% of our secured total asset value for the period commencing upon the date that a material acquisition (generally, greater than $100 million) is consummated through and including the last day of the third fiscal quarter that follows such date. | |||||||||||||
The credit facility includes a number of customary financial covenants, including: | |||||||||||||
• | a maximum leverage ratio (defined as total indebtedness net of certain unrestricted cash and cash equivalents to total asset value) of 60%, | ||||||||||||
• | a minimum fixed charge coverage ratio (defined as consolidated earnings before interest, taxes, depreciation and amortization to consolidated fixed charges) of 1.50x, | ||||||||||||
• | a maximum secured leverage ratio (defined as total secured indebtedness to secured total asset value) of up to 55% in certain circumstances, | ||||||||||||
• | a minimum tangible net worth equal to at least 75% of our tangible net worth at January 19, 2011, plus 85% of the net proceeds of any additional equity issuances (other than additional equity issuances in connection with any dividend reinvestment program), and | ||||||||||||
• | a $35.0 million limit on the maximum principal amount of recourse indebtedness we may have outstanding at any time, other than under the credit facility. | ||||||||||||
The credit facility provides that our annual distributions may not exceed the greater of (1) 95.0% of our funds from operations or (2) the amount required for us to (a) qualify and maintain our REIT status and (b) avoid the payment of federal or state income or excise tax. If certain events of default exist or would result from a distribution, we may be precluded from making distributions other than those necessary to qualify and maintain our status as a REIT. | |||||||||||||
We and certain of our subsidiaries guarantee the obligations under the credit facility, and certain of our subsidiaries pledged specified equity interests in our subsidiaries as collateral for our obligations under the credit facility. | |||||||||||||
As of September 30, 2013, we were in compliance with the credit facility financial covenants. |
EQUITY_Notes
EQUITY (Notes) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||
EQUITY | ' | |||||||||||||||
EQUITY | ||||||||||||||||
Stockholders' Equity | ||||||||||||||||
On May 6, 2013, we entered into an at-the-market (“ATM”) equity program with four 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 $150.0 million. The sales of shares of our common stock made through the ATM equity program are made in "at-the-market" offerings as defined in Rule 415 of the Securities Act of 1933, as amended. For the three months ended September 30, 2013, we issued no shares of common stock through the ATM equity program. For the nine months ended September 30, 2013, we issued 718,714 shares of common stock through the ATM equity program at a weighted average price per share of $35.09 for gross proceeds of $25.2 million and paid $0.3 million in sales agent compensation and $0.6 million in additional offering expenses related to the sales of these shares of common stock. We intend to use the net proceeds from the ATM equity program to fund our development or redevelopment activities, repay amounts outstanding from time to time under our revolving credit facility or other debt financing obligations, fund potential acquisition opportunities and/or for general corporate purposes. As of September 30, 2013, we had the capacity to issue up to an additional $124.8 million in shares of our common stock under our ATM equity program. Actual future sales will depend on a variety of factors including, but not limited to, market conditions, the trading price of our common stock and our capital needs. We have no obligation to sell the remaining shares available for sale under the ATM equity program. | ||||||||||||||||
Noncontrolling Interests | ||||||||||||||||
Noncontrolling interests in our Operating Partnership are interests in the Operating Partnership that are not owned by us. Noncontrolling interests consisted of 17,959,109 common units (the “noncontrolling common units”), and represented approximately 31% of the ownership interests in our Operating Partnership at September 30, 2013. Common units and shares of our common stock have essentially the same economic characteristics in that common units and shares of our common stock share equally in the total net income or loss distributions of our Operating Partnership. Investors who own common units have the right to cause our Operating Partnership to redeem any or all of their common units for cash equal to the then-current market value of one share of our common stock, or, at our election, shares of our common stock on a one-for-one basis. | ||||||||||||||||
During the nine months ended September 30, 2013, approximately 64,326 common units were converted into shares of our common stock. | ||||||||||||||||
Dividends | ||||||||||||||||
The following table lists the dividends declared and paid on our shares of common stock and noncontrolling common units during the nine months ended September 30, 2013: | ||||||||||||||||
Period | Amount per | Period Covered | Dividend Paid Date | |||||||||||||
Share/Unit | ||||||||||||||||
First Quarter 2013 | $ | 0.21 | January 1, 2013 to March 31, 2013 | March 29, 2013 | ||||||||||||
Second Quarter 2013 | $ | 0.21 | April 1, 2013 to June 30, 2013 | June 28, 2013 | ||||||||||||
Third Quarter 2013 | $ | 0.21 | July 1, 2013 to September 30, 2013 | September 27, 2013 | ||||||||||||
Taxability of Dividends | ||||||||||||||||
Earnings and profits, which determine the taxability of distributions to stockholders and holders of common units, may differ from income reported for financial reporting purposes due to the differences for federal income tax purposes in the treatment of loss on extinguishment of debt, revenue recognition and compensation expense and in the basis of depreciable assets and estimated useful lives used to compute depreciation. | ||||||||||||||||
Stock-Based Compensation | ||||||||||||||||
Pursuant to our 2011 Equity Incentive Award Plan (the “2011 Plan”), we have made grants of restricted shares of our common stock to certain executive officers pursuant to the terms of their employment agreements, which are subject to either timing-based vesting or performance-based vesting. Those awards subject to time-based vesting will vest, subject to the recipient’s continued employment, in two substantially equal installments on each of the third and fourth anniversaries of the date of grant. The vesting of those restricted stock awards subject to performance-based vesting is based on the achievement of absolute and relative total shareholder return hurdles over a three-year performance period, commencing on January 19, 2011. Following the completion of the three-year performance period, our compensation committee will determine the number of shares to which the executive officer is entitled based on our performance relative to the performance hurdles set forth in the restricted stock award agreement he entered into in connection with his initial award grant. These shares will then vest in two substantially equal installments, with the first installment vesting on the third anniversary of the date of grant and the second installment vesting on the fourth anniversary of the date of grant, subject to the executive officer’s continued employment on those dates. | ||||||||||||||||
We granted each of our non-employee directors restricted shares of our common stock pursuant to the 2011 Plan, either concurrently with the closing of our initial public offering or at the time the director was formally appointed to our board of directors (the "Board"). In addition, on the date of each annual meeting of our stockholders, each non-employee director who continues to serve on the Board following such annual meeting will be granted restricted shares of our common stock pursuant to the 2011 Plan. These awards of restricted stock will vest ratably as to one-third of the shares granted on each of the first three anniversaries of the date of grant, subject to the director’s continued service on our Board pursuant to our independent director compensation policy. | ||||||||||||||||
We have also granted restricted shares of our common stock to certain other employees pursuant to the 2011 Plan. These shares are subject to performance-based vesting, with substantially the same terms described above. | ||||||||||||||||
For the performance-based stock awards, the fair value of the awards was estimated using a Monte Carlo Simulation model. Our stock price, along with the stock prices of a group of peer REITs, is assumed to follow the Multivariate Geometric Brownian Motion Process. Multivariate Geometric Brownian Motion is a common assumption when modeling in financial markets, as it allows the modeled quantity (in this case, the stock price) to vary randomly from its current value and take any value greater than zero. The volatilities of the returns on the stock price of the Company and the group of REITs were estimated based on a three year look-back period. The expected growth rate of the stock prices over the “derived service period” of the employee is determined with consideration of the risk free rate as of the grant date. For the restricted stock grants that are time-vesting, we estimate the stock compensation expense based on the fair value of the stock at the grant date. | ||||||||||||||||
The following table summarizes the activity of restricted stock awards during the nine months ended September 30, 2013: | ||||||||||||||||
Units | Weighted Average Grant Date Fair Value | |||||||||||||||
Nonvested at January 1, 2013 | 633,222 | $ | 15.64 | |||||||||||||
Granted | 5,004 | 31.97 | ||||||||||||||
Vested | (4,737 | ) | 22.55 | |||||||||||||
Forfeited | (3,863 | ) | 20.39 | |||||||||||||
Nonvested at September 30, 2013 | 629,626 | $ | 15.58 | |||||||||||||
We recognize noncash compensation expense ratably over the vesting period, and accordingly, we recognized $2.1 million in noncash compensation expense for both the nine months ended September 30, 2013 and 2012, which is included in general and administrative expense on the consolidated statements of income. Unrecognized compensation expense was $2.3 million at September 30, 2013. | ||||||||||||||||
Earnings Per Share | ||||||||||||||||
We have calculated earnings per share (“EPS”) under the two-class method. The two-class method is an earnings allocation methodology whereby EPS for each class of common stock and participating security is calculated according to dividends declared and participation rights in undistributed earnings. For the three and nine months ended September 30, 2013 and 2012, we had a weighted average of approximately 629,835, 630,464, 632,438 and 628,240 unvested shares outstanding, respectively, which are considered participating securities. Therefore, we have allocated our earnings for basic and diluted EPS between common shares and unvested shares as these unvested shares have nonforfeitable dividend equivalent rights. | ||||||||||||||||
Diluted EPS is calculated by dividing the net income applicable to common stockholders for the period by the weighted average number of common and dilutive instruments outstanding during the period using the treasury stock method. For the three and nine months ended September 30, 2013 and 2012, diluted shares exclude incentive restricted stock as these awards are considered contingently issuable. Additionally, the unvested restricted stock awards subject to time vesting are anti-dilutive for all periods presented, and accordingly, have been excluded from the weighted average common shares used to compute diluted EPS. | ||||||||||||||||
The computation of basic and diluted EPS is presented below (dollars in thousands, except share and per share amounts): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
NUMERATOR | ||||||||||||||||
Income from continuing operations | $ | 6,258 | $ | 3,966 | $ | 15,687 | $ | 9,127 | ||||||||
Less: Net income attributable to restricted shares | (132 | ) | (133 | ) | (397 | ) | (396 | ) | ||||||||
Less: Income from continuing operations attributable to unitholders in the Operating Partnership | (1,903 | ) | (1,234 | ) | (4,752 | ) | (2,813 | ) | ||||||||
Income from continuing operations attributable to American Assets Trust, Inc. common stockholders—basic | 4,223 | 2,599 | 10,538 | 5,918 | ||||||||||||
Plus: Results from discontinued operations attributable to American Assets Trust, Inc. common stockholders | — | 218 | — | 444 | ||||||||||||
Net income attributable to common stockholders—basic | $ | 4,223 | $ | 2,817 | $ | 10,538 | $ | 6,362 | ||||||||
Income from continuing operations attributable to American Assets Trust, Inc. common stockholders—basic | $ | 4,223 | $ | 2,599 | $ | 10,538 | $ | 5,918 | ||||||||
Plus: Income from continuing operations attributable to unitholders in the Operating Partnership | 1,903 | 1,234 | 4,752 | 2,813 | ||||||||||||
Income from continuing operations attributable to common stockholders—diluted | 6,126 | 3,833 | 15,290 | 8,731 | ||||||||||||
Plus: Results from discontinued operations attributable to American Assets Trust, Inc. common stockholders | — | 218 | — | 444 | ||||||||||||
Plus: Results from discontinued operations attributable to unitholders in the Operating Partnership | — | 101 | — | 209 | ||||||||||||
Net income attributable to common stockholders—diluted | $ | 6,126 | $ | 4,152 | $ | 15,290 | $ | 9,384 | ||||||||
DENOMINATOR | ||||||||||||||||
Weighted average common shares outstanding—basic | 39,816,753 | 38,673,617 | 39,439,488 | 38,663,352 | ||||||||||||
Effect of dilutive securities—conversion of Operating Partnership units | 17,960,914 | 18,380,808 | 17,984,471 | 18,391,073 | ||||||||||||
Weighted average common shares outstanding—diluted | 57,777,667 | 57,054,425 | 57,423,959 | 57,054,425 | ||||||||||||
EARNINGS PER COMMON SHARE-BASIC | ||||||||||||||||
Continuing operations | $ | 0.11 | $ | 0.07 | $ | 0.27 | $ | 0.16 | ||||||||
Discontinued operations | — | 0.01 | — | 0.01 | ||||||||||||
$ | 0.11 | $ | 0.08 | $ | 0.27 | $ | 0.17 | |||||||||
EARNINGS PER COMMON SHARE-DILUTED | ||||||||||||||||
Continuing operations | $ | 0.11 | $ | 0.07 | $ | 0.27 | $ | 0.16 | ||||||||
Discontinued operations | — | 0.01 | — | 0.01 | ||||||||||||
$ | 0.11 | $ | 0.08 | $ | 0.27 | $ | 0.17 | |||||||||
DISCONTINUED_OPERATIONS_Notes
DISCONTINUED OPERATIONS (Notes) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||||||||||
DISCONTINUED OPERATIONS | ' | |||||||||||||||
DISCONTINUED OPERATIONS | ||||||||||||||||
On December 4, 2012, we sold 160 King Street for a sales price of approximately $93.8 million. The property is located in San Francisco, California and was previously included in our office segment. The decision to sell 160 King Street was a result of our desire to focus resources on our core, high-barrier-to-entry markets. The sale was completed as a reverse tax deferred exchange in conjunction with the acquisition of City Center Bellevue pursuant to the provisions of Section 1031 of the Internal Revenue Code of 1986, as amended, and applicable state revenue and taxation code sections. As a result of the sale, 160 King Street no longer serves as a borrowing base property under our revolving credit facility. | ||||||||||||||||
Net revenue and net income from the property’s discontinued operations were as follows (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Net revenue from discontinued operations | — | $ | 2,071 | $ | — | $ | 5,338 | |||||||||
Net property expenses from discontinued operations | — | 753 | — | 2,028 | ||||||||||||
Depreciation and amortization | — | 338 | — | 1,079 | ||||||||||||
Results from discontinued operations | ||||||||||||||||
Income from discontinued operations | — | 319 | — | 653 | ||||||||||||
Total income from discontinued operations | $ | — | $ | 319 | $ | — | $ | 653 | ||||||||
INCOME_TAXES_Notes
INCOME TAXES (Notes) | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' |
INCOME TAXES | ' |
INCOME TAXES | |
We elected to be taxed as a REIT and operate in a manner that allows us to qualify as a REIT for federal income tax purposes commencing with our initial taxable year. As a REIT, we are generally not subject to corporate level income tax on the earnings distributed currently to our stockholders that we derive from our REIT qualifying activities. Taxable income from non-REIT activities managed through our TRS is subject to federal and state income taxes. | |
We lease our hotel property to a wholly owned TRS that is subject to federal and state income taxes. We account for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between GAAP carrying amounts and their respective tax bases. Additionally, we classify certain state taxes as income taxes for financial reporting purposes in accordance with ASC Topic 740, Income Taxes. | |
A deferred tax liability of $0.3 million as of September 30, 2013 and December 31, 2012 is included in our consolidated balance sheets in relation to real estate asset basis differences of property subject to the Texas margin tax and certain prepaid expenses of our TRS. |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Notes) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
COMMITMENTS AND CONTINGENCIES | ' | ||||
COMMITMENTS AND CONTINGENCIES | |||||
Legal | |||||
We are sometimes involved in various disputes, lawsuits, warranty claims, environmental and other matters arising in the ordinary course of business. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters. | |||||
We are currently a party to various legal proceedings. We accrue a liability for litigation if an unfavorable outcome is probable and the amount of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, we accrue the best estimate within the range; however, if no amount within the range is a better estimate than any other amount, the minimum within the range is accrued. Legal fees related to litigation are expensed as incurred. We do not believe that the ultimate outcome of these matters, either individually or in the aggregate, could have a material adverse effect on our financial position or overall trends in results of operations; however, litigation is subject to inherent uncertainties. Also, under our leases, tenants are typically obligated to indemnify us from and against all liabilities, costs and expenses imposed upon or asserted against us as owner of the properties due to certain matters relating to the operation of the properties by the tenant. | |||||
Commitments | |||||
At The Landmark at One Market, we lease, as lessee, a building adjacent to The Landmark under an operating lease effective through June 30, 2016, which we have the option to extend until 2026 by way of two five-year extension options. | |||||
At Waikiki Beach Walk, we sublease a portion of the building of which Quiksilver is currently in possession, under an operating lease effective through December 31, 2021, which we have the option to extend at fair rental value in the event the sublessor extends its lease for the space with the master landlord. The lease payments under the lease will increase by approximately 3.4% annually through 2017 and, thereafter, will be equal to fair rental value, as defined in the lease, through lease expiration. | |||||
Current minimum annual payments under the leases are as follows, as of September 30, 2013 (in thousands): | |||||
Year Ending December 31, | |||||
2013 (three months ending December 31, 2013) | $ | 632 | |||
2014 | 2,569 | ||||
2015 | 2,636 | ||||
2016 | 1,709 | ||||
2017 | 736 | (1) | |||
Thereafter | 2,961 | ||||
Total | $ | 11,243 | |||
-1 | Lease payments on the Waikiki Beach Walk lease will be equal to fair rental value from March 2017 through the end of the lease term. In the table, we have shown the lease payments for this period based on the stated rate for the month of February 2017 of $61,690. | ||||
We have management agreements with Outrigger Hotels & Resorts or an affiliate thereof (“Outrigger”) pursuant to which Outrigger manages each of the retail and hotel portions of the Waikiki Beach Walk property. Under the management agreement with Outrigger relating to the retail portion of Waikiki Beach Walk (the “retail management agreement”), we pay Outrigger a monthly management fee of 3.0% of net revenues from the retail portion of Waikiki Beach Walk. Pursuant to the terms of the retail management agreement, if the agreement is terminated in certain instances, including our election not to repair damage or destruction at the property, a condemnation or our failure to make required working capital infusions, we would be obligated to pay Outrigger a termination fee equal to the sum of the management fees paid for the two calendar months immediately preceding the termination date. The retail management agreement may not be terminated by us or by Outrigger without cause. Under our management agreement with Outrigger relating to the hotel portion of Waikiki Beach Walk (the “hotel management agreement”), we pay Outrigger a monthly management fee of 6.0% of the hotel's gross operating profit, as well as 3.0% of the hotel's gross revenues; provided that the aggregate management fee payable to Outrigger for any year shall not exceed 3.5% of the hotel's gross revenues for such fiscal year. Pursuant to the terms of the hotel management agreement, if the agreement is terminated in certain instances, including upon a transfer by us of the hotel or upon a default by us under the hotel management agreement, we would be required to pay a cancellation fee calculated by multiplying (1) the management fees for the previous 12 months by (2) (a) eight, if the agreement is terminated in the first 11 years of its term, or (b) four, three, two or one, if the agreement is terminated in the twelfth, thirteenth, fourteenth or fifteenth year, respectively, of its term. The hotel management agreement may not be terminated by us or by Outrigger without cause. | |||||
A wholly owned subsidiary of our Operating Partnership, WBW Hotel Lessee LLC, entered into a franchise license agreement with Embassy Suites Franchise LLC, the franchisor of the brand “Embassy Suites™,” to obtain the non-exclusive right to operate the hotel under the Embassy SuitesTM brand for 20 years. The franchise license agreement provides that WBW Hotel Lessee LLC must comply with certain management, operational, record keeping, accounting, reporting and marketing standards and procedures. In connection with this agreement, we are also subject to the terms of a product improvement plan pursuant to which we expect to undertake certain actions to ensure that our hotel's infrastructure is maintained in compliance with the franchisor's brand standards. In addition, we must pay to Embassy Suites Franchise LLC a monthly franchise royalty fee equal to 4.0% of the hotel's gross room revenue through December 2021 and 5.0% of the hotel's gross room revenue thereafter, as well as a monthly program fee equal to 4.0% of the hotel's gross room revenue. If the franchise license is terminated due to our failure to make required improvements or to otherwise comply with its terms, we may be liable to the franchisor for a termination payment, which could be as high as $6.2 million based on operating performance through September 30, 2013. | |||||
We had a property management agreement with Langley Investment Properties, Inc. (“Langley”) pursuant to which Langley managed and operated Lloyd District Portfolio, and we paid Langley a monthly management fee of 3.5% of “gross receipts,” as defined in the property management agreement, as well as leasing commissions and construction oversight fees in certain situations. The property management agreement was terminated on February 1, 2013 by mutual consent of both parties. Langley continued to provide development consulting services to us until June 30, 2013 and will continue to provide leasing services to us through December 31, 2013 pursuant to a development, consulting, leasing and transition services and management termination agreement. | |||||
Our Del Monte Center property has ongoing environmental remediation related to ground water contamination. The environmental issue existed at purchase and remediation is expected to conclude within the next two years. The work performed is financed through an escrow account funded by the seller upon purchase of the property. We believe the funds in the escrow account are sufficient for the remaining work to be performed. However, if further work is required costing more than the remaining escrow funds, we could be required to pay such overage, although we may have a contractual claim for such costs against the prior owner or our environmental remediation consultant. | |||||
In connection with our initial public offering, we entered into tax protection agreements with certain limited partners of our Operating Partnership. These agreements provide that if we dispose of any interest with respect to Carmel Country Plaza, Carmel Mountain Plaza, Del Monte Center, Loma Palisades, Lomas Santa Fe Plaza, Waikele Center or the ICW Plaza portion of Torrey Reserve Campus, in a taxable transaction during the period from the closing of our initial public offering through January 19, 2018, we will indemnify such limited partners for their tax liabilities attributable to their share of the built-in gain that existed with respect to such property interest as of the time of our initial public offering and tax liabilities incurred as a result of the reimbursement payment. Subject to certain exceptions and limitations, the indemnification rights will terminate for any such protected partner that sells, exchanges or otherwise disposes of more than 50% of his or her common units. We have no present intention to sell or otherwise dispose of the properties or interest therein in taxable transactions during the restriction period. If we were to trigger the tax protection provisions under these agreements, we would be required to pay damages in the amount of the taxes owed by these limited partners (plus additional damages in the amount of the taxes incurred as a result of such payment). | |||||
As of September 30, 2013, the Company has accrued approximately $6.6 million for transfer taxes that the Company expected to incur on its California properties in connection with its initial public offering. The Company believes that it has filed all necessary forms with the requisite taxing authorities, but can offer no assurances that the taxing authorities will agree with the Company's estimate above. | |||||
Concentrations of Credit Risk | |||||
Our properties are located in Southern California, Northern California, Hawaii, Oregon, Texas, and Washington. The ability of the tenants to honor the terms of their respective leases is dependent upon the economic, regulatory and social factors affecting the markets in which the tenants operate. Twelve of our consolidated properties are located in Southern California, which exposes us to greater economic risks than if we owned a more geographically diverse portfolio. Further, tenants in the retail industry accounted for 36.3% of total revenues for the nine months ended September 30, 2013. This makes us susceptible to demand for retail rental space and subject to the risks associated with an investment in real estate with a concentration of tenants in the retail industry. For the nine months ended September 30, 2013 and 2012, no tenant accounted for more than 10% of our total rental revenue. |
OPERATING_LEASES_Notes
OPERATING LEASES (Notes) | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Leases [Abstract] | ' | |||
OPERATING LEASES | ' | |||
OPERATING LEASES | ||||
Our leases with office, retail, mixed-use and residential tenants are classified as operating leases. Leases at our office and retail properties and the retail portion of our mixed-use property generally range from three to ten years (certain leases with anchor tenants may be longer), and in addition to minimum rents, usually provide for cost recoveries for the tenant’s share of certain operating costs and also may include percentage rents based on the tenant’s level of sales achieved. Leases on apartments generally range from 7 to 15 months, with a majority having 12-month lease terms. Rooms at the hotel portion of our mixed-use property are rented on a nightly basis. | ||||
As of September 30, 2013, minimum future rentals from noncancelable operating leases, before any reserve for uncollectible amounts and assuming no early lease terminations, at our office and retail properties and the retail portion of our mixed-use property are as follows (in thousands): | ||||
Year Ending December 31, | ||||
2013 (three months ending December 31, 2013) | $ | 37,219 | ||
2014 | 147,360 | |||
2015 | 136,417 | |||
2016 | 116,888 | |||
2017 | 99,808 | |||
Thereafter | 180,947 | |||
Total | $ | 718,639 | ||
The above future minimum rentals exclude residential leases, which typically have a term of 12 months or less, and exclude the hotel, as rooms are rented on a nightly basis. |
COMPONENTS_OF_RENTAL_INCOME_AN
COMPONENTS OF RENTAL INCOME AND EXPENSE (Notes) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Operating Leases, Income Statement, Lease Revenue [Abstract] | ' | |||||||||||||||
COMPONENTS OF RENTAL INCOME AND EXPENSE | ' | |||||||||||||||
COMPONENTS OF RENTAL INCOME AND EXPENSE | ||||||||||||||||
The principal components of rental income are as follows (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Minimum rents | ||||||||||||||||
Retail | $ | 17,384 | $ | 17,019 | $ | 51,971 | $ | 49,866 | ||||||||
Office | 20,736 | 18,219 | 61,534 | 50,974 | ||||||||||||
Multifamily | 3,837 | 3,633 | 11,107 | 10,160 | ||||||||||||
Mixed-use | 2,443 | 2,114 | 7,120 | 6,649 | ||||||||||||
Cost reimbursement | 7,093 | 7,392 | 20,006 | 20,813 | ||||||||||||
Percentage rent | 504 | 533 | 1,324 | 1,259 | ||||||||||||
Hotel revenue | 9,984 | 9,017 | 27,010 | 24,142 | ||||||||||||
Other | 424 | 383 | 1,260 | 1,195 | ||||||||||||
Total rental income | $ | 62,405 | $ | 58,310 | $ | 181,332 | $ | 165,058 | ||||||||
Minimum rents include $0.6 million and $1.7 million for the three months ended September 30, 2013 and 2012, respectively, and $1.8 million and $5.2 million for the nine months ended September 30, 2013 and 2012, respectively, to recognize minimum rents on a straight-line basis. In addition, net amortization of above and below market leases included in minimum rents were $1.0 million and immaterial for the three months ended September 30, 2013 and 2012, respectively, and $1.8 million and $(0.5) million for the nine months ended September 30, 2013 and 2012, respectively. | ||||||||||||||||
The principal components of rental expenses are as follows (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Rental operating | $ | 6,538 | $ | 6,142 | $ | 19,282 | $ | 17,524 | ||||||||
Hotel operating | 5,654 | 5,458 | 16,574 | 15,570 | ||||||||||||
Repairs and maintenance | 2,727 | 2,576 | 7,330 | 6,861 | ||||||||||||
Marketing | 356 | 263 | 1,052 | 833 | ||||||||||||
Rent | 596 | 509 | 1,820 | 1,745 | ||||||||||||
Hawaii excise tax | 1,071 | 996 | 2,962 | 2,753 | ||||||||||||
Management fees | 488 | 534 | 1,382 | 1,516 | ||||||||||||
Total rental expenses | $ | 17,430 | $ | 16,478 | $ | 50,402 | $ | 46,802 | ||||||||
OTHER_INCOME_NET_Notes
OTHER INCOME , NET (Notes) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Other Income and Expenses [Abstract] | ' | |||||||||||||||
OTHER INCOME (EXPENSE), NET | ' | |||||||||||||||
OTHER INCOME (EXPENSE), NET | ||||||||||||||||
The principal components of other income (expense), net, are as follows (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Interest and investment income | $ | 54 | $ | 177 | $ | 88 | $ | 329 | ||||||||
Income tax expense | (473 | ) | (55 | ) | (861 | ) | (555 | ) | ||||||||
Acquisition related expenses | — | (114 | ) | — | (129 | ) | ||||||||||
Other non-operating income | — | — | 10 | — | ||||||||||||
Total other income (expense), net | $ | (419 | ) | $ | 8 | $ | (763 | ) | $ | (355 | ) | |||||
RELATED_PARTY_TRANSACTIONS_Not
RELATED PARTY TRANSACTIONS (Notes) | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
RELATED PARTY TRANSACTIONS | |
At ICW Plaza, we lease space to Insurance Company of the West, which is under the indirect control of Ernest Rady, our Executive Chairman of the Board. Rental revenue recognized on the leases of $1.6 million for each of the nine months ended September 30, 2013 and 2012, respectively, is included in rental income. | |
The Waikiki Beach Walk entities have a 47.7% investment in WBW CHP LLC, an entity that was formed to, among other things, construct a chilled water plant to provide air conditioning to the property and other adjacent facilities. The operating expenses of WBW CHP LLC are recovered through reimbursements from its members, and reimbursements to WBW CHP LLC of $0.8 million were made for each of the nine months ended September 30, 2013 and 2012 and are included in rental expenses on the statement of income. |
SEGMENT_REPORTING_Notes
SEGMENT REPORTING (Notes) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
SEGMENT REPORTING | ' | |||||||||||||||
SEGMENT REPORTING | ||||||||||||||||
Segment information is prepared on the same basis that our management reviews information for operational decision-making purposes. We operate in four business segments: the acquisition, redevelopment, ownership and management of retail real estate, office real estate, multifamily real estate and mixed-use real estate. The products for our retail segment primarily include rental of retail space and other tenant services, including tenant reimbursements, parking and storage space rental. The products for our office segment primarily include rental of office space and other tenant services, including tenant reimbursements, parking and storage space rental. The products for our multifamily segment include rental of apartments and other tenant services. The products of our mixed-use segment include rental of retail space and other tenant services, including tenant reimbursements, parking and storage space rental and operation of a 369-room all-suite hotel. | ||||||||||||||||
We evaluate the performance of our segments based on segment profit, which is defined as property revenue less property expenses. We do not use asset information as a measure to assess performance and make decisions to allocate resources. Therefore, depreciation and amortization expense is not allocated among segments. General and administrative expenses, interest expense, depreciation and amortization expense and other income and expense are not included in segment profit as our internal reporting addresses these items on a corporate level. | ||||||||||||||||
Segment profit is not a measure of operating income or cash flows from operating activities as measured by GAAP, and it is not indicative of cash available to fund cash needs and should not be considered an alternative to cash flows as a measure of liquidity. Not all companies calculate segment profit in the same manner. We consider segment profit to be an appropriate supplemental measure to net income because it assists both investors and management in understanding the core operations of our properties. | ||||||||||||||||
The following table represents operating activity within our reportable segments (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Total Retail | ||||||||||||||||
Property revenue | $ | 23,524 | $ | 23,694 | $ | 69,175 | $ | 67,837 | ||||||||
Property expense | (6,445 | ) | (6,828 | ) | (17,476 | ) | (18,648 | ) | ||||||||
Segment profit | 17,079 | 16,866 | 51,699 | 49,189 | ||||||||||||
Total Office | ||||||||||||||||
Property revenue | 22,664 | 19,586 | 67,598 | 55,500 | ||||||||||||
Property expense | (6,636 | ) | (6,054 | ) | (19,656 | ) | (17,430 | ) | ||||||||
Segment profit | 16,028 | 13,532 | 47,942 | 38,070 | ||||||||||||
Total Multifamily | ||||||||||||||||
Property revenue | 4,155 | 3,906 | 12,004 | 10,957 | ||||||||||||
Property expense | (1,525 | ) | (1,558 | ) | (4,383 | ) | (4,437 | ) | ||||||||
Segment profit | 2,630 | 2,348 | 7,621 | 6,520 | ||||||||||||
Total Mixed-Use | ||||||||||||||||
Property revenue | 14,975 | 13,579 | 41,635 | 38,051 | ||||||||||||
Property expense | (8,592 | ) | (8,132 | ) | (24,931 | ) | (23,365 | ) | ||||||||
Segment profit | 6,383 | 5,447 | 16,704 | 14,686 | ||||||||||||
Total segments’ profit | $ | 42,120 | $ | 38,193 | $ | 123,966 | $ | 108,465 | ||||||||
The following table is a reconciliation of segment profit to net income attributable to stockholders (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Total segments’ profit | $ | 42,120 | $ | 38,193 | $ | 123,966 | $ | 108,465 | ||||||||
General and administrative | (4,031 | ) | (3,894 | ) | (12,658 | ) | (11,530 | ) | ||||||||
Depreciation and amortization | (16,648 | ) | (16,094 | ) | (50,614 | ) | (45,277 | ) | ||||||||
Interest expense | (14,764 | ) | (14,247 | ) | (44,244 | ) | (42,176 | ) | ||||||||
Other income (expense), net | (419 | ) | 8 | (763 | ) | (355 | ) | |||||||||
Income from continuing operations | 6,258 | 3,966 | 15,687 | 9,127 | ||||||||||||
Discontinued operations | ||||||||||||||||
Results from discontinued operations | — | 319 | — | 653 | ||||||||||||
Net income | 6,258 | 4,285 | 15,687 | 9,780 | ||||||||||||
Net income attributable to restricted shares | (132 | ) | (133 | ) | (397 | ) | (396 | ) | ||||||||
Net income attributable to unitholders in the Operating Partnership | (1,903 | ) | (1,335 | ) | (4,752 | ) | (3,022 | ) | ||||||||
Net income attributable to American Assets Trust, Inc. stockholders | $ | 4,223 | $ | 2,817 | $ | 10,538 | $ | 6,362 | ||||||||
The following table shows net real estate and secured note payable balances for each of the segments (in thousands): | ||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||
Net Real Estate | ||||||||||||||||
Retail | $ | 655,569 | $ | 669,177 | ||||||||||||
Office | 774,775 | 759,203 | ||||||||||||||
Multifamily | 35,757 | 36,391 | ||||||||||||||
Mixed-Use | 199,688 | 203,411 | ||||||||||||||
$ | 1,665,789 | $ | 1,668,182 | |||||||||||||
Secured Notes Payable (1) | ||||||||||||||||
Retail | $ | 395,677 | $ | 397,732 | ||||||||||||
Office | 427,499 | 428,194 | ||||||||||||||
Multifamily | 101,444 | 101,444 | ||||||||||||||
Mixed-Use | 130,310 | 130,310 | ||||||||||||||
$ | 1,054,930 | $ | 1,057,680 | |||||||||||||
-1 | Excludes unamortized fair market value adjustments of $10.8 million and $13.0 million as of September 30, 2013 and December 31, 2012, respectively. | |||||||||||||||
Capital expenditures for each segment for the three and nine months ended September 30, 2013 and 2012 were as follows (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Capital Expenditures (1) | ||||||||||||||||
Retail | $ | 616 | $ | 4,292 | $ | 3,143 | $ | 11,734 | ||||||||
Office | 11,690 | 10,381 | 30,991 | 15,534 | ||||||||||||
Multifamily | 351 | 259 | 700 | 782 | ||||||||||||
Mixed-Use | 275 | 108 | 646 | 253 | ||||||||||||
$ | 12,932 | $ | 15,040 | $ | 35,480 | $ | 28,303 | |||||||||
-1 | Capital expenditures represent cash paid for capital expenditures during the period and include leasing commissions paid. |
SUBSEQUENT_EVENTS_Notes
SUBSEQUENT EVENTS (Notes) | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
SUBSEQUENT EVENTS | |
On October 8, 2013, we prepaid, without penalty or premium, the mortgage encumbering Alamo Quarry Market in the amount of approximately $92.3 million, utilizing funds drawn against our existing credit facility. The mortgage note had an original maturity date of January 8, 2014 and was secured by a first-priority deed of trust lien on the property, a security interest in all personal property used in connection with the property and an assignment of all leases, rents and security deposits relating to the property. As of November 8, 2013, $93.0 million was outstanding on our credit facility. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | ||
Sep. 30, 2013 | |||
Accounting Policies [Abstract] | ' | ||
Business and Organization | ' | ||
Business and Organization | |||
American Assets Trust, Inc. (which may be referred to in these financial statements as the “Company,” “we,” “us,” or “our”) is a Maryland corporation formed on July 16, 2010 that did not have any operating activity until the consummation of our initial public offering on January 19, 2011. The Company is the sole general partner of American Assets Trust, L.P., a Maryland limited partnership formed on July 16, 2010 (the “Operating Partnership”). The Company’s operations are carried on through our Operating Partnership and its subsidiaries, including our taxable real estate investment trust ("REIT") subsidiary ("TRS"). Since the formation of our Operating Partnership, the Company has controlled our Operating Partnership as its general partner and has consolidated its assets, liabilities and results of operations. | |||
We are a vertically integrated and self-administered REIT with approximately 117 employees providing substantial in-house expertise in asset management, property management, property development, leasing, tenant improvement construction, acquisitions, repositioning, redevelopment and financing. | |||
As of September 30, 2013, we owned or had a controlling interest in 23 office, retail, multifamily and mixed-use operating properties, the operations of which we consolidate. Additionally, as of September 30, 2013, we owned land at five of our properties that we classify as held for development and/or construction in progress. A summary of the properties owned by us is as follows: | |||
Retail | |||
Carmel Country Plaza | Del Monte Center | ||
Carmel Mountain Plaza | Geary Marketplace | ||
South Bay Marketplace | The Shops at Kalakaua | ||
Rancho Carmel Plaza | Waikele Center | ||
Lomas Santa Fe Plaza | Alamo Quarry Market | ||
Solana Beach Towne Centre | |||
Office | |||
Torrey Reserve Campus | Lloyd District Portfolio | ||
Solana Beach Corporate Centre | City Center Bellevue | ||
The Landmark at One Market | |||
One Beach Street | |||
First & Main | |||
Multifamily | |||
Loma Palisades | |||
Imperial Beach Gardens | |||
Mariner's Point | |||
Santa Fe Park RV Resort | |||
Mixed-Use | |||
Waikiki Beach Walk Retail and Embassy Suites™ Hotel | |||
Held for Development and Construction in Progress | |||
Solana Beach Corporate Centre – Land | |||
Solana Beach – Highway 101 – Land | |||
Sorrento Pointe – Land | |||
Torrey Reserve – Land | |||
Lloyd District Portfolio – Land | |||
Basis of Presentation | ' | ||
Basis of Presentation | |||
Our consolidated financial statements include the accounts of the Company, our Operating Partnership and our subsidiaries. The equity interests of other investors in our Operating Partnership are reflected as noncontrolling interests. | |||
All significant intercompany transactions and balances are eliminated in consolidation. | |||
In December 2012, we sold 160 King Street. We have reclassified our financial statements for all periods prior to the sale to reflect 160 King Street as discontinued operations. Unless noted otherwise, discussions in these notes pertain to our continuing operations. | |||
The accompanying consolidated financial statements of the Company have been prepared in accordance with the rules applicable to Form 10-Q and include all information and footnotes required for interim financial statement presentation, but do not include all disclosures required under accounting principles generally accepted in the United States (“GAAP”) for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments, except as otherwise noted) considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the audited consolidated financial statements and notes therein included in the Company's annual report on Form 10-K for the year ended December 31, 2012. | |||
The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that in certain circumstances affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and revenues and expenses. These estimates are prepared using our best judgment, after considering past, current and expected events and economic conditions. Actual results could differ from these estimates. | |||
Any reference to the number of properties and square footage are unaudited and outside the scope of our independent registered public accounting firm’s review of our financial statements in accordance with the standards of the United States Public Company Accounting Oversight Board. | |||
Significant Accounting Policies | ' | ||
Significant Accounting Policies | |||
We describe our significant accounting policies in Note 1 to the consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2012. There have been no changes to our significant accounting policies during the nine months ended September 30, 2013. | |||
Segment Information | ' | ||
Segment Information | |||
Segment information is prepared on the same basis that our management reviews information for operational decision-making purposes. We operate in four business segments: the acquisition, redevelopment, ownership and management of retail real estate, office real estate, multifamily real estate and mixed-use real estate. The products for our retail segment primarily include rental of retail space and other tenant services, including tenant reimbursements, parking and storage space rental. The products for our office segment primarily include rental of office space and other tenant services, including tenant reimbursements, parking and storage space rental. The products for our multifamily segment include rental of apartments and other tenant services. The products of our mixed-use segment include rental of retail space and other tenant services, including tenant reimbursements, parking and storage space rental and operation of a 369-room all-suite hotel. | |||
Recent Accounting Pronouncements | ' | ||
Recent Accounting Pronouncements | |||
In February 2013, the Financial Accounting Standards Board issued ASU 2013-2, Comprehensive Income (Topic 220): Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income. ASU 2013-2 requires entities to disclose certain information relating to amounts reclassified out of accumulated other comprehensive income. This pronouncement became effective for us in the first quarter of 2013 and did not have a significant impact on our consolidated financial statements. | |||
Fair Value Measurements | ' | ||
A fair value measurement is based on the assumptions that market participants would use in pricing an asset or liability. The hierarchy for inputs used in measuring fair value is as follows: | |||
1 | Level 1 Inputs—quoted prices in active markets for identical assets or liabilities | ||
2 | Level 2 Inputs—observable inputs other than quoted prices in active markets for identical assets and liabilities | ||
3 | Level 3 Inputs—unobservable inputs | ||
Except as disclosed below, the carrying amounts of our financial instruments approximate their fair value. The financial liability whose fair value we measure on a recurring basis using Level 2 inputs is our deferred compensation liability included in other liabilities and deferred credits on the consolidated balance sheet. We measure the fair value of this liability based on prices provided by independent market participants that are based on observable inputs using market-based valuation techniques. | |||
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Accounting Policies [Abstract] | ' | |||||||
Consolidated Statements of Cash Flows-Supplemental Disclosures | ' | |||||||
The following table provides supplemental disclosures related to the Consolidated Statements of Cash Flows (in thousands): | ||||||||
Nine Months Ended September 30, | ||||||||
2013 | 2012 | |||||||
Supplemental cash flow information (including discontinued operations) | ||||||||
Total interest costs incurred | $ | 45,692 | $ | 43,983 | ||||
Interest capitalized | $ | 1,448 | $ | 461 | ||||
Interest expense | $ | 44,244 | $ | 43,522 | ||||
Cash paid for interest, net of amounts capitalized | $ | 41,189 | $ | 40,527 | ||||
Cash paid for income taxes | $ | 868 | $ | 1,210 | ||||
Supplemental schedule of noncash investing and financing activities | ||||||||
Accounts payable and accrued liabilities for construction in progress | $ | 3,188 | $ | 5,635 | ||||
Accrued leasing commissions | $ | 488 | $ | (562 | ) | |||
Reduction to capital for prepaid offering costs | $ | 437 | $ | — | ||||
ACQUIRED_INPLACE_LEASES_AND_AB1
ACQUIRED IN-PLACE LEASES AND ABOVE/BELOW MARKET LEASES (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Schedule of acquired lease intangibles included in other assets and other liabilities | ' | |||||||
The following summarizes our acquired lease intangibles and leasing costs, which are included in other assets and other liabilities and deferred credits, as of September 30, 2013 and December 31, 2012 (in thousands): | ||||||||
September 30, 2013 | December 31, 2012 | |||||||
In-place leases | $ | 63,242 | $ | 72,598 | ||||
Accumulated amortization | (36,689 | ) | (38,290 | ) | ||||
Above market leases | 28,362 | 32,846 | ||||||
Accumulated amortization | (20,057 | ) | (21,363 | ) | ||||
Acquired lease intangible assets, net | $ | 34,858 | $ | 45,791 | ||||
Below market leases | $ | 76,996 | $ | 80,071 | ||||
Accumulated accretion | (27,552 | ) | (25,721 | ) | ||||
Acquired lease intangible liabilities, net | $ | 49,444 | $ | 54,350 | ||||
FAIR_VALUE_OF_FINANCIAL_INSTRU1
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended | |||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||||||||
Financial liabilities measured at fair value on recurring basis | ' | |||||||||||||||||||||||||
A summary of our financial liabilities that are measured at fair value on a recurring basis, by level within the fair value hierarchy is as follows (in thousands): | ||||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
Deferred compensation liability | $ | — | $ | 729 | $ | — | $ | 729 | $ | — | $ | 637 | $ | — | $ | 637 | ||||||||||
Carrying amount and fair value of financial instruments | ' | |||||||||||||||||||||||||
A summary of the carrying amount and fair value of our secured financial instruments, all of which are based on Level 2 inputs, is as follows (in thousands): | ||||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||||||||
Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||||||||||||||
Secured notes payable | $ | 1,044,117 | $ | 1,090,165 | $ | 1,044,682 | $ | 1,116,162 | ||||||||||||||||||
OTHER_ASSETS_Tables
OTHER ASSETS (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | |||||||
Components of Other Assets | ' | |||||||
Other assets consist of the following (in thousands): | ||||||||
September 30, 2013 | December 31, 2012 | |||||||
Leasing commissions, net of accumulated amortization of $18,579 and $16,829, respectively | $ | 17,257 | $ | 18,329 | ||||
Acquired above market leases, net | 8,305 | 11,483 | ||||||
Acquired in-place leases, net | 26,553 | 34,308 | ||||||
Lease incentives, net of accumulated amortization of $2,498 and $2,220, respectively | 1,203 | 1,480 | ||||||
Other intangible assets, net of accumulated amortization of $1,515 and $4,239, respectively | 719 | 960 | ||||||
Debt issuance costs, net of accumulated amortization of $3,139 and $2,374, respectively | 2,887 | 3,651 | ||||||
Prepaid expenses and other | 3,102 | 3,459 | ||||||
Total other assets | $ | 60,026 | $ | 73,670 | ||||
OTHER_LIABILITIES_AND_DEFERRED1
OTHER LIABILITIES AND DEFERRED CREDITS (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Other Liabilities Disclosure [Abstract] | ' | |||||||
Other liabilities and deferred credits | ' | |||||||
Other liabilities and deferred credits consist of the following (in thousands): | ||||||||
September 30, 2013 | December 31, 2012 | |||||||
Acquired below market leases, net | $ | 49,444 | $ | 54,350 | ||||
Prepaid rent and deferred revenue | 7,272 | 6,383 | ||||||
Deferred rent expense and lease intangible | 879 | 1,008 | ||||||
Deferred compensation | 729 | 637 | ||||||
Deferred tax liability | 280 | 320 | ||||||
Straight-line rent liability | 528 | 63 | ||||||
Other liabilities | 87 | 50 | ||||||
Total other liabilities and deferred credits | $ | 59,219 | $ | 62,811 | ||||
DEBT_Tables
DEBT (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||
Summary of total secured notes payable outstanding | ' | ||||||||||||
The following is a summary of our total secured notes payable outstanding as of September 30, 2013 and December 31, 2012 (in thousands): | |||||||||||||
Principal Balance as of | Stated Interest | Stated Maturity Date | |||||||||||
Rate as of | |||||||||||||
Description of Debt | September 30, 2013 | December 31, 2012 | 30-Sep-13 | ||||||||||
Alamo Quarry Market (1)(2) | $ | 92,289 | $ | 93,942 | 5.67 | % | January 8, 2014 | ||||||
Waikele Center (3) | 140,700 | 140,700 | 5.15 | % | November 1, 2014 | ||||||||
The Shops at Kalakaua (3) | 19,000 | 19,000 | 5.45 | % | May 1, 2015 | ||||||||
The Landmark at One Market (3)(4) | 133,000 | 133,000 | 5.61 | % | July 5, 2015 | ||||||||
Del Monte Center (3) | 82,300 | 82,300 | 4.93 | % | July 8, 2015 | ||||||||
First & Main (3) | 84,500 | 84,500 | 3.97 | % | July 1, 2016 | ||||||||
Imperial Beach Gardens (3) | 20,000 | 20,000 | 6.16 | % | September 1, 2016 | ||||||||
Mariner’s Point (3) | 7,700 | 7,700 | 6.09 | % | September 1, 2016 | ||||||||
South Bay Marketplace (3) | 23,000 | 23,000 | 5.48 | % | February 10, 2017 | ||||||||
Waikiki Beach Walk—Retail (3) | 130,310 | 130,310 | 5.39 | % | July 1, 2017 | ||||||||
Solana Beach Corporate Centre III-IV (5) | 36,908 | 37,204 | 6.39 | % | August 1, 2017 | ||||||||
Loma Palisades (3) | 73,744 | 73,744 | 6.09 | % | July 1, 2018 | ||||||||
One Beach Street (3) | 21,900 | 21,900 | 3.94 | % | April 1, 2019 | ||||||||
Torrey Reserve—North Court (1) | 21,450 | 21,659 | 7.22 | % | June 1, 2019 | ||||||||
Torrey Reserve—VCI, VCII, VCIII (1) | 7,225 | 7,294 | 6.36 | % | June 1, 2020 | ||||||||
Solana Beach Corporate Centre I-II (1) | 11,516 | 11,637 | 5.91 | % | June 1, 2020 | ||||||||
Solana Beach Towne Centre (1) | 38,388 | 38,790 | 5.91 | % | June 1, 2020 | ||||||||
City Center Bellevue (3) | 111,000 | 111,000 | 3.98 | % | November 1, 2022 | ||||||||
1,054,930 | 1,057,680 | ||||||||||||
Unamortized fair value adjustment | (10,813 | ) | (12,998 | ) | |||||||||
Total Secured Notes Payable Outstanding | $ | 1,044,117 | $ | 1,044,682 | |||||||||
-1 | Principal payments based on a 30-year amortization schedule. | ||||||||||||
-2 | Loan was prepaid, without penalty or premium, on October 8, 2013 (see Note 17). | ||||||||||||
-3 | Interest only. | ||||||||||||
-4 | Maturity Date is the earlier of the loan maturity date under the loan agreement, or the “Anticipated Repayment Date” as specifically defined in the loan agreement, which is the date after which substantial economic penalties apply if the loan has not been paid off. | ||||||||||||
-5 | Loan was interest only through August 2012. Beginning in September 2012, principal payments are based on a 30-year amortization schedule. |
EQUITY_Tables
EQUITY (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||
Dividends declared and paid on shares of common stock and noncontrolling common units | ' | |||||||||||||||
The following table lists the dividends declared and paid on our shares of common stock and noncontrolling common units during the nine months ended September 30, 2013: | ||||||||||||||||
Period | Amount per | Period Covered | Dividend Paid Date | |||||||||||||
Share/Unit | ||||||||||||||||
First Quarter 2013 | $ | 0.21 | January 1, 2013 to March 31, 2013 | March 29, 2013 | ||||||||||||
Second Quarter 2013 | $ | 0.21 | April 1, 2013 to June 30, 2013 | June 28, 2013 | ||||||||||||
Third Quarter 2013 | $ | 0.21 | July 1, 2013 to September 30, 2013 | September 27, 2013 | ||||||||||||
Activity of restricted stock awards | ' | |||||||||||||||
The following table summarizes the activity of restricted stock awards during the nine months ended September 30, 2013: | ||||||||||||||||
Units | Weighted Average Grant Date Fair Value | |||||||||||||||
Nonvested at January 1, 2013 | 633,222 | $ | 15.64 | |||||||||||||
Granted | 5,004 | 31.97 | ||||||||||||||
Vested | (4,737 | ) | 22.55 | |||||||||||||
Forfeited | (3,863 | ) | 20.39 | |||||||||||||
Nonvested at September 30, 2013 | 629,626 | $ | 15.58 | |||||||||||||
Computation of basic and diluted EPS | ' | |||||||||||||||
The computation of basic and diluted EPS is presented below (dollars in thousands, except share and per share amounts): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
NUMERATOR | ||||||||||||||||
Income from continuing operations | $ | 6,258 | $ | 3,966 | $ | 15,687 | $ | 9,127 | ||||||||
Less: Net income attributable to restricted shares | (132 | ) | (133 | ) | (397 | ) | (396 | ) | ||||||||
Less: Income from continuing operations attributable to unitholders in the Operating Partnership | (1,903 | ) | (1,234 | ) | (4,752 | ) | (2,813 | ) | ||||||||
Income from continuing operations attributable to American Assets Trust, Inc. common stockholders—basic | 4,223 | 2,599 | 10,538 | 5,918 | ||||||||||||
Plus: Results from discontinued operations attributable to American Assets Trust, Inc. common stockholders | — | 218 | — | 444 | ||||||||||||
Net income attributable to common stockholders—basic | $ | 4,223 | $ | 2,817 | $ | 10,538 | $ | 6,362 | ||||||||
Income from continuing operations attributable to American Assets Trust, Inc. common stockholders—basic | $ | 4,223 | $ | 2,599 | $ | 10,538 | $ | 5,918 | ||||||||
Plus: Income from continuing operations attributable to unitholders in the Operating Partnership | 1,903 | 1,234 | 4,752 | 2,813 | ||||||||||||
Income from continuing operations attributable to common stockholders—diluted | 6,126 | 3,833 | 15,290 | 8,731 | ||||||||||||
Plus: Results from discontinued operations attributable to American Assets Trust, Inc. common stockholders | — | 218 | — | 444 | ||||||||||||
Plus: Results from discontinued operations attributable to unitholders in the Operating Partnership | — | 101 | — | 209 | ||||||||||||
Net income attributable to common stockholders—diluted | $ | 6,126 | $ | 4,152 | $ | 15,290 | $ | 9,384 | ||||||||
DENOMINATOR | ||||||||||||||||
Weighted average common shares outstanding—basic | 39,816,753 | 38,673,617 | 39,439,488 | 38,663,352 | ||||||||||||
Effect of dilutive securities—conversion of Operating Partnership units | 17,960,914 | 18,380,808 | 17,984,471 | 18,391,073 | ||||||||||||
Weighted average common shares outstanding—diluted | 57,777,667 | 57,054,425 | 57,423,959 | 57,054,425 | ||||||||||||
EARNINGS PER COMMON SHARE-BASIC | ||||||||||||||||
Continuing operations | $ | 0.11 | $ | 0.07 | $ | 0.27 | $ | 0.16 | ||||||||
Discontinued operations | — | 0.01 | — | 0.01 | ||||||||||||
$ | 0.11 | $ | 0.08 | $ | 0.27 | $ | 0.17 | |||||||||
EARNINGS PER COMMON SHARE-DILUTED | ||||||||||||||||
Continuing operations | $ | 0.11 | $ | 0.07 | $ | 0.27 | $ | 0.16 | ||||||||
Discontinued operations | — | 0.01 | — | 0.01 | ||||||||||||
$ | 0.11 | $ | 0.08 | $ | 0.27 | $ | 0.17 | |||||||||
DISCONTINUED_OPERATIONS_Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||||||||||
Net Revenue and Net Income from Discontinued Operations | ' | |||||||||||||||
Net revenue and net income from the property’s discontinued operations were as follows (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Net revenue from discontinued operations | — | $ | 2,071 | $ | — | $ | 5,338 | |||||||||
Net property expenses from discontinued operations | — | 753 | — | 2,028 | ||||||||||||
Depreciation and amortization | — | 338 | — | 1,079 | ||||||||||||
Results from discontinued operations | ||||||||||||||||
Income from discontinued operations | — | 319 | — | 653 | ||||||||||||
Total income from discontinued operations | $ | — | $ | 319 | $ | — | $ | 653 | ||||||||
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Current minimum annual payments under the leases | ' | ||||
Current minimum annual payments under the leases are as follows, as of September 30, 2013 (in thousands): | |||||
Year Ending December 31, | |||||
2013 (three months ending December 31, 2013) | $ | 632 | |||
2014 | 2,569 | ||||
2015 | 2,636 | ||||
2016 | 1,709 | ||||
2017 | 736 | (1) | |||
Thereafter | 2,961 | ||||
Total | $ | 11,243 | |||
-1 | Lease payments on the Waikiki Beach Walk lease will be equal to fair rental value from March 2017 through the end of the lease term. In the table, we have shown the lease payments for this period based on the stated rate for the month of February 2017 of $61,690. |
OPERATING_LEASES_Tables
OPERATING LEASES (Tables) | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Leases [Abstract] | ' | |||
Current minimum future rentals under the leases | ' | |||
As of September 30, 2013, minimum future rentals from noncancelable operating leases, before any reserve for uncollectible amounts and assuming no early lease terminations, at our office and retail properties and the retail portion of our mixed-use property are as follows (in thousands): | ||||
Year Ending December 31, | ||||
2013 (three months ending December 31, 2013) | $ | 37,219 | ||
2014 | 147,360 | |||
2015 | 136,417 | |||
2016 | 116,888 | |||
2017 | 99,808 | |||
Thereafter | 180,947 | |||
Total | $ | 718,639 | ||
COMPONENTS_OF_RENTAL_INCOME_AN1
COMPONENTS OF RENTAL INCOME AND EXPENSE (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Operating Leases, Income Statement, Lease Revenue [Abstract] | ' | |||||||||||||||
Principal components of rental income | ' | |||||||||||||||
The principal components of rental income are as follows (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Minimum rents | ||||||||||||||||
Retail | $ | 17,384 | $ | 17,019 | $ | 51,971 | $ | 49,866 | ||||||||
Office | 20,736 | 18,219 | 61,534 | 50,974 | ||||||||||||
Multifamily | 3,837 | 3,633 | 11,107 | 10,160 | ||||||||||||
Mixed-use | 2,443 | 2,114 | 7,120 | 6,649 | ||||||||||||
Cost reimbursement | 7,093 | 7,392 | 20,006 | 20,813 | ||||||||||||
Percentage rent | 504 | 533 | 1,324 | 1,259 | ||||||||||||
Hotel revenue | 9,984 | 9,017 | 27,010 | 24,142 | ||||||||||||
Other | 424 | 383 | 1,260 | 1,195 | ||||||||||||
Total rental income | $ | 62,405 | $ | 58,310 | $ | 181,332 | $ | 165,058 | ||||||||
Principal components of rental expenses | ' | |||||||||||||||
The principal components of rental expenses are as follows (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Rental operating | $ | 6,538 | $ | 6,142 | $ | 19,282 | $ | 17,524 | ||||||||
Hotel operating | 5,654 | 5,458 | 16,574 | 15,570 | ||||||||||||
Repairs and maintenance | 2,727 | 2,576 | 7,330 | 6,861 | ||||||||||||
Marketing | 356 | 263 | 1,052 | 833 | ||||||||||||
Rent | 596 | 509 | 1,820 | 1,745 | ||||||||||||
Hawaii excise tax | 1,071 | 996 | 2,962 | 2,753 | ||||||||||||
Management fees | 488 | 534 | 1,382 | 1,516 | ||||||||||||
Total rental expenses | $ | 17,430 | $ | 16,478 | $ | 50,402 | $ | 46,802 | ||||||||
OTHER_INCOME_NET_Tables
OTHER INCOME , NET (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Other Income and Expenses [Abstract] | ' | |||||||||||||||
Principal components of other income (expense), net | ' | |||||||||||||||
The principal components of other income (expense), net, are as follows (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Interest and investment income | $ | 54 | $ | 177 | $ | 88 | $ | 329 | ||||||||
Income tax expense | (473 | ) | (55 | ) | (861 | ) | (555 | ) | ||||||||
Acquisition related expenses | — | (114 | ) | — | (129 | ) | ||||||||||
Other non-operating income | — | — | 10 | — | ||||||||||||
Total other income (expense), net | $ | (419 | ) | $ | 8 | $ | (763 | ) | $ | (355 | ) | |||||
SEGMENT_REPORTING_Tables
SEGMENT REPORTING (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Schedule of segments operating activity | ' | |||||||||||||||
The following table represents operating activity within our reportable segments (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Total Retail | ||||||||||||||||
Property revenue | $ | 23,524 | $ | 23,694 | $ | 69,175 | $ | 67,837 | ||||||||
Property expense | (6,445 | ) | (6,828 | ) | (17,476 | ) | (18,648 | ) | ||||||||
Segment profit | 17,079 | 16,866 | 51,699 | 49,189 | ||||||||||||
Total Office | ||||||||||||||||
Property revenue | 22,664 | 19,586 | 67,598 | 55,500 | ||||||||||||
Property expense | (6,636 | ) | (6,054 | ) | (19,656 | ) | (17,430 | ) | ||||||||
Segment profit | 16,028 | 13,532 | 47,942 | 38,070 | ||||||||||||
Total Multifamily | ||||||||||||||||
Property revenue | 4,155 | 3,906 | 12,004 | 10,957 | ||||||||||||
Property expense | (1,525 | ) | (1,558 | ) | (4,383 | ) | (4,437 | ) | ||||||||
Segment profit | 2,630 | 2,348 | 7,621 | 6,520 | ||||||||||||
Total Mixed-Use | ||||||||||||||||
Property revenue | 14,975 | 13,579 | 41,635 | 38,051 | ||||||||||||
Property expense | (8,592 | ) | (8,132 | ) | (24,931 | ) | (23,365 | ) | ||||||||
Segment profit | 6,383 | 5,447 | 16,704 | 14,686 | ||||||||||||
Total segments’ profit | $ | 42,120 | $ | 38,193 | $ | 123,966 | $ | 108,465 | ||||||||
Reconciliation of segment profit to net income attributable to stockholders | ' | |||||||||||||||
The following table is a reconciliation of segment profit to net income attributable to stockholders (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Total segments’ profit | $ | 42,120 | $ | 38,193 | $ | 123,966 | $ | 108,465 | ||||||||
General and administrative | (4,031 | ) | (3,894 | ) | (12,658 | ) | (11,530 | ) | ||||||||
Depreciation and amortization | (16,648 | ) | (16,094 | ) | (50,614 | ) | (45,277 | ) | ||||||||
Interest expense | (14,764 | ) | (14,247 | ) | (44,244 | ) | (42,176 | ) | ||||||||
Other income (expense), net | (419 | ) | 8 | (763 | ) | (355 | ) | |||||||||
Income from continuing operations | 6,258 | 3,966 | 15,687 | 9,127 | ||||||||||||
Discontinued operations | ||||||||||||||||
Results from discontinued operations | — | 319 | — | 653 | ||||||||||||
Net income | 6,258 | 4,285 | 15,687 | 9,780 | ||||||||||||
Net income attributable to restricted shares | (132 | ) | (133 | ) | (397 | ) | (396 | ) | ||||||||
Net income attributable to unitholders in the Operating Partnership | (1,903 | ) | (1,335 | ) | (4,752 | ) | (3,022 | ) | ||||||||
Net income attributable to American Assets Trust, Inc. stockholders | $ | 4,223 | $ | 2,817 | $ | 10,538 | $ | 6,362 | ||||||||
Net Real Estate and Secured note payable balances by Segments | ' | |||||||||||||||
The following table shows net real estate and secured note payable balances for each of the segments (in thousands): | ||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||
Net Real Estate | ||||||||||||||||
Retail | $ | 655,569 | $ | 669,177 | ||||||||||||
Office | 774,775 | 759,203 | ||||||||||||||
Multifamily | 35,757 | 36,391 | ||||||||||||||
Mixed-Use | 199,688 | 203,411 | ||||||||||||||
$ | 1,665,789 | $ | 1,668,182 | |||||||||||||
Secured Notes Payable (1) | ||||||||||||||||
Retail | $ | 395,677 | $ | 397,732 | ||||||||||||
Office | 427,499 | 428,194 | ||||||||||||||
Multifamily | 101,444 | 101,444 | ||||||||||||||
Mixed-Use | 130,310 | 130,310 | ||||||||||||||
$ | 1,054,930 | $ | 1,057,680 | |||||||||||||
-1 | Excludes unamortized fair market value adjustments of $10.8 million and $13.0 million as of September 30, 2013 and December 31, 2012, respectively. | |||||||||||||||
Capital expenditures for each segment | ' | |||||||||||||||
Capital expenditures for each segment for the three and nine months ended September 30, 2013 and 2012 were as follows (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Capital Expenditures (1) | ||||||||||||||||
Retail | $ | 616 | $ | 4,292 | $ | 3,143 | $ | 11,734 | ||||||||
Office | 11,690 | 10,381 | 30,991 | 15,534 | ||||||||||||
Multifamily | 351 | 259 | 700 | 782 | ||||||||||||
Mixed-Use | 275 | 108 | 646 | 253 | ||||||||||||
$ | 12,932 | $ | 15,040 | $ | 35,480 | $ | 28,303 | |||||||||
-1 | Capital expenditures represent cash paid for capital expenditures during the period and include leasing commissions paid. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2013 | Sep. 30, 2013 | |
Segment | Segment | |
Room | Room | |
Property | Property | |
Employee | Employee | |
Accounting Policies [Abstract] | ' | ' |
Number of employees | 117 | 117 |
Office, retail, multifamily, and mixed-use Operating properties | 23 | 23 |
Properties held for development | 5 | 5 |
Number of operating segments | 4 | 4 |
Room in mixed-use segment all-suite hotel | 369 | 369 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Supplement Disclosures Related to Consolidated Statements of Cash Flows (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Accounting Policies [Abstract] | ' | ' |
Total interest costs incurred | $45,692 | $43,983 |
Interest capitalized | 1,448 | 461 |
Interest expense | 44,244 | 43,522 |
Cash paid for interest, net of amounts capitalized | 41,189 | 40,527 |
Cash paid for income taxes | 868 | 1,210 |
Accounts payable and accrued liabilities for construction in progress | 3,188 | 5,635 |
Accrued leasing commissions | 488 | -562 |
Reduction to capital for prepaid offering costs | $437 | $0 |
ACQUIRED_INPLACE_LEASES_AND_AB2
ACQUIRED IN-PLACE LEASES AND ABOVE/BELOW MARKET LEASES Acquired Lease Intangibles and Leasing Costs Included in Other Assets and Other Liabilities and Deferred Credits (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Acquired above market leases, net | $8,305 | $11,483 |
Other intangible assets, accumulated amortization | -1,515 | -4,239 |
Below market leases | 76,996 | 80,071 |
Below market leases, accumulated amortization | -27,552 | -25,721 |
Acquired lease intangible liabilities, net | 49,444 | 54,350 |
Leases, Acquired-in-Place | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Acquired above market leases, net | 63,242 | 72,598 |
Other intangible assets, accumulated amortization | -36,689 | -38,290 |
Above Market Leases | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Acquired above market leases, net | 28,362 | 32,846 |
Other intangible assets, accumulated amortization | -20,057 | -21,363 |
Lease Agreements | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Acquired lease intangible assets, net | $34,858 | $45,791 |
MARKETABLE_SECURITIES_Details
MARKETABLE SECURITIES (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2012 |
Investments, Debt and Equity Securities [Abstract] | ' |
Realized Loss | $0.70 |
FAIR_VALUE_OF_FINANCIAL_INSTRU2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) | Sep. 30, 2013 |
Minimum | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' |
Rates of secured notes payable | 3.89% |
Maximum | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' |
Rates of secured notes payable | 5.52% |
FAIR_VALUE_OF_FINANCIAL_INSTRU3
FAIR VALUE OF FINANCIAL INSTRUMENTS Financial Liabilities Fair Value Measurement on a Recurring Basis (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Deferred compensation liability | $729 | $637 |
Fair Value, Inputs, Level 1 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Deferred compensation liability | 0 | 0 |
Fair Value, Inputs, Level 2 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Deferred compensation liability | 729 | 637 |
Fair Value, Inputs, Level 3 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Deferred compensation liability | $0 | $0 |
FAIR_VALUE_OF_FINANCIAL_INSTRU4
FAIR VALUE OF FINANCIAL INSTRUMENTS Carrying Amount and Fair Value of Financial Instruments (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Secured notes payable | $1,044,117 | $1,044,682 |
Carrying Value | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Secured notes payable | 1,044,117 | 1,044,682 |
Fair Value | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Secured notes payable | $1,090,165 | $1,116,162 |
OTHER_ASSETS_Details
OTHER ASSETS (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | ' |
Leasing commissions, net of accumulated amortization of $18,579 and $16,829, respectively | $17,257 | $18,329 |
Acquired above market leases, net | 8,305 | 11,483 |
Acquired in-place leases, net | 26,553 | 34,308 |
Lease incentives, net of accumulated amortization of $2,498 and $2,220, respectively | 1,203 | 1,480 |
Other intangible assets, net of accumulated amortization of $1,515 and $4,239, respectively | 719 | 960 |
Debt issuance costs, net of accumulated amortization of $3,139 and $2,374, respectively | 2,887 | 3,651 |
Prepaid expenses and other | 3,102 | 3,459 |
Total other assets | $60,026 | $73,670 |
OTHER_ASSETS_Parenthetical_Det
OTHER ASSETS (Parenthetical) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | ' |
Leasing commissions, accumulative amortization | $18,579 | $16,829 |
Lease incentives, accumulated amortization | 2,498 | 2,220 |
Other intangible assets, accumulated amortization | 1,515 | 4,239 |
Debt issuance costs, accumulated amortization | $3,139 | $2,374 |
OTHER_LIABILITIES_AND_DEFERRED2
OTHER LIABILITIES AND DEFERRED CREDITS (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 |
In Thousands, unless otherwise specified | |||
Other Liabilities Disclosure [Abstract] | ' | ' | ' |
Acquired below market leases, net | $49,444 | $54,350 | ' |
Prepaid rent and deferred revenue | 7,272 | 6,383 | ' |
Deferred rent expense and lease intangible | 879 | 1,008 | ' |
Deferred compensation | 729 | 637 | ' |
Deferred tax liability | 280 | 320 | 320 |
Straight-line rent liability | 528 | 63 | ' |
Other liabilities | 87 | 50 | ' |
Total other liabilities and deferred credits | $59,219 | $62,811 | ' |
DEBT_Details
DEBT (Details) (USD $) | 3 Months Ended | ||||
Sep. 30, 2013 | Sep. 07, 2012 | Jan. 10, 2012 | Mar. 07, 2011 | Jan. 19, 2011 | |
Debt Disclosure [Line Items] | ' | ' | ' | ' | ' |
Revolving credit facility borrowing limit, maximum borrowing capacity | ' | ' | ' | ' | $250,000,000 |
Revolving credit facility borrowing limit, maximum allowable borrowing amount | 224,300,000 | ' | ' | ' | ' |
Maximum maturities of securities (in years) | ' | ' | ' | '30 years | ' |
Extension on term of revolving credit facility (in years) | '1 year | ' | ' | ' | ' |
Secured indebtedness of the company's secured total asset value (in percent) | ' | 55.00% | ' | ' | ' |
Line of credit facility material acquisition | 'greater than $100 million | ' | ' | ' | ' |
Maximum leverage ratio of revolving credit facility (in percent) | ' | ' | 60.00% | ' | ' |
Minimum fixed charge coverage ratio on revolving credit facility (in percent) | ' | ' | 1.5 | ' | ' |
Maximum secured leverage ratio on revolving credit facility (in percent) | ' | 55.00% | ' | ' | ' |
Percent minimum tangible net worth in relation to tangible net worth as of Offering | ' | ' | ' | ' | 75.00% |
Percent of net proceeds of any additional equity issuances in relation to net proceeds as of Offering | ' | ' | ' | ' | 85.00% |
Maximum principal amount of recourse indebtedness outstanding at any time, aside from revolving credit facility | ' | ' | 35,000,000 | ' | ' |
Percentage annual distributions cannot exceed funds from operations | 95.00% | ' | ' | ' | ' |
Subject to meeting specified requirements and obtaining additional commitments | ' | ' | ' | ' | ' |
Debt Disclosure [Line Items] | ' | ' | ' | ' | ' |
Revolving credit facility borrowing limit, maximum borrowing capacity | ' | ' | ' | ' | $400,000,000 |
DEBT_Summary_of_Total_Secured_
DEBT Summary of Total Secured Notes Payable Outstanding (Details) (USD $) | 9 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | ||||||||||||||||||||||||||||||||||||
Alamo Quarry Market | Alamo Quarry Market | Waikele Center | Waikele Center | Shops At Kalakaua | Shops At Kalakaua | The Land Mark at One Market | The Land Mark at One Market | Del Monte Center | Del Monte Center | First And Main | First And Main | Imperial Beach Gardens | Imperial Beach Gardens | Mariners Point | Mariners Point | South Bay Marketplace | South Bay Marketplace | Waikiki Beach Walk - Retail | Waikiki Beach Walk - Retail | Solana Beach Corporate Centre Three To Four | Solana Beach Corporate Centre Three To Four | Loma Palisades | Loma Palisades | One Beach Street | One Beach Street | Torrey Reserve North Court | Torrey Reserve North Court | Torrey Reserve | Torrey Reserve | Solana Beach Corporate Centre One To Two | Solana Beach Corporate Centre One To Two | Solana Beach Towne Centre | Solana Beach Towne Centre | City Center Bellevue | City Center Bellevue | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||||||||||
Secured notes payable, Principal Balance | ' | ' | $92,289 | [1],[2] | $93,942 | [1],[2] | $140,700 | [3] | $140,700 | [3] | $19,000 | [3] | $19,000 | [3] | $133,000 | [3],[4] | $133,000 | [3],[4] | $82,300 | [3] | $82,300 | [3] | $84,500 | [3] | $84,500 | [3] | $20,000 | [3] | $20,000 | [3] | $7,700 | [3] | $7,700 | [3] | $23,000 | [3] | $23,000 | [3] | $130,310 | [3] | $130,310 | [3] | $36,908 | [5] | $37,204 | [5] | $73,744 | [3] | $73,744 | [3] | $21,900 | [3] | $21,900 | [3] | $21,450 | [2] | $21,659 | [2] | $7,225 | [2] | $7,294 | [2] | $11,516 | [2] | $11,637 | [2] | $38,388 | [2] | $38,790 | [2] | $111,000 | [3] | $111,000 | [3] |
Stated Interest Rate (in percent) | ' | ' | 5.67% | [1],[2] | ' | 5.15% | [3] | ' | 5.45% | [3] | ' | 5.61% | [3],[4] | ' | 4.93% | [3] | ' | 3.97% | [3] | ' | 6.16% | [3] | ' | 6.09% | [3] | ' | 5.48% | [3] | ' | 5.39% | [3] | ' | 6.39% | [5] | ' | 6.09% | [3] | ' | 3.94% | [3] | ' | 7.22% | [2] | ' | 6.36% | [2] | ' | 5.91% | [2] | ' | 5.91% | [2] | ' | 3.98% | [3] | ' | ||||||||||||||||||
Stated Maturity Date | ' | ' | 8-Jan-14 | [1],[2] | ' | 1-Nov-14 | [3] | ' | 1-May-15 | [3] | ' | 5-Jul-15 | [3],[4] | ' | 8-Jul-15 | [3] | ' | 1-Jul-16 | [3] | ' | 1-Sep-16 | [3] | ' | 1-Sep-16 | [3] | ' | 10-Feb-17 | [3] | ' | 1-Jul-17 | [3] | ' | 1-Aug-17 | [5] | ' | 1-Jul-18 | [3] | ' | 1-Apr-19 | [3] | ' | 1-Jun-19 | [2] | ' | 1-Jun-20 | [2] | ' | 1-Jun-20 | [2] | ' | 1-Jun-20 | [2] | ' | 1-Nov-22 | [3] | ' | ||||||||||||||||||
Total | 1,054,930 | 1,057,680 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||||||||||
Unamortized fair value adjustment | -10,813 | -12,998 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||||||||||
Total Debt Outstanding | $1,044,117 | $1,044,682 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||||||||||
Period of amortization schedule (in years) | '30 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||||||||||
[1] | Loan was prepaid, without penalty or premium, on October 8, 2013 (see Note 17). | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[2] | Principal payments based on a 30-year amortization schedule. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[3] | Interest only. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[4] | Maturity Date is the earlier of the loan maturity date under the loan agreement, or the “Anticipated Repayment Date†as specifically defined in the loan agreement, which is the date after which substantial economic penalties apply if the loan has not been paid off. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[5] | Loan was interest only through August 2012. Beginning in September 2012, principal payments are based on a 30-year amortization schedule. |
EQUITY_Details
EQUITY (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | 6-May-13 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
At The Market Equity Program | At The Market Equity Program | Commissions | Other Offering Costs | Restricted Stock Units (RSUs) | |||||
Agent | At The Market Equity Program | At The Market Equity Program | Equity Incentive Award Plan 2011 | ||||||
Installment | |||||||||
Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of sales agents | ' | ' | ' | ' | 4 | ' | ' | ' | ' |
Aggregate offering price of common share | ' | ' | ' | ' | ' | $150,000,000 | ' | ' | ' |
Common shares issued (in shares) | ' | ' | ' | ' | 718,714 | ' | ' | ' | ' |
Weighted average price per common share | ' | ' | ' | ' | $35.09 | ' | ' | ' | ' |
Proceeds from issuance of common stock, net | ' | ' | 24,790,000 | 0 | 25.2 | ' | ' | ' | ' |
Payments of stock issuance costs | ' | ' | ' | ' | ' | ' | 300,000 | 600,000 | ' |
Remaining capacity to issue | ' | ' | ' | ' | 124,800,000 | ' | ' | ' | ' |
Noncontrolling common units | 17,959,109 | ' | 17,959,109 | ' | ' | ' | ' | ' | ' |
Percentage of ownership interests classified as noncontrolling | 31.00% | ' | 31.00% | ' | ' | ' | ' | ' | ' |
Conversion of operating partnership units (in shares) | ' | ' | 64,326 | ' | ' | ' | ' | ' | ' |
Two equal installment on vested amount on each third and fourth anniversaries | ' | ' | ' | ' | ' | ' | ' | ' | 2 |
Vesting performance period (in years) | ' | ' | ' | ' | ' | ' | ' | ' | '3 years |
Noncash compensation expense | ' | ' | 2,100,000 | 1,400,000 | ' | ' | ' | ' | ' |
Unrecognized compensation expense | $2,300,000 | ' | $2,300,000 | ' | ' | ' | ' | ' | ' |
Weighted average unvested shares outstanding | 629,835 | 630,464 | 632,438 | 628,240 | ' | ' | ' | ' | ' |
EQUITY_Dividends_Declare_and_P
EQUITY Dividends Declare and Paid on Shares on Common Stock and Noncontrolling Common Units (Details) (USD $) | 3 Months Ended | ||
Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | |
Equity [Abstract] | ' | ' | ' |
Dividends Period | 'Third Quarter 2013 | 'Second Quarter 2013 | 'First Quarter 2013 |
Amount per Share/Unit | $0.21 | $0.21 | $0.21 |
Dividends Period Covered | 'July 1, 2013 to September 30, 2013 | 'April 1, 2013 to June 30, 2013 | 'January 1, 2013 to March 31, 2013 |
Dividends Date Paid | 27-Sep-13 | 28-Jun-13 | 29-Mar-13 |
EQUITY_Summary_of_Activity_of_
EQUITY Summary of Activity of Restricted Stock Awards (Details) (Restricted Stock Units (RSUs), USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Restricted Stock Units (RSUs) | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' |
Nonvested, Beginning, Shares | 633,222 |
Granted, Shares | 5,004 |
Vested, Shares | -4,737 |
Forfeited, Shares | -3,863 |
Nonvested, End of year, shares | 629,626 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ' |
Nonvested, Beginning, Weighted Average Grant Date Fair Value | $15.64 |
Granted, Weighted Average Grant Date Fair Value | $31.97 |
Vested, Weighted Average Grant Date Fair Value | $22.55 |
Forfeited, Weighted Average Grant Date Fair Value | $20.39 |
Nonvested, End of Year, Weighted Average Grant Date Fair Value | $15.58 |
EQUITY_Computation_of_Basic_an
EQUITY Computation of Basic and Diluted EPS (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Equity [Abstract] | ' | ' | ' | ' |
Income from continuing operations | $6,258 | $3,966 | $15,687 | $9,127 |
Less: Net income attributable to restricted shares | -132 | -133 | -397 | -396 |
Less: Income from continuing operations attributable to unitholders in the Operating Partnership | -1,903 | -1,234 | -4,752 | -2,813 |
Income from continuing operations attributable to American Assets Trust, Inc. common stockholders-basic | 4,223 | 2,599 | 10,538 | 5,918 |
Plus: Results from discontinued operations attributable to American Assets Trust, Inc. common stockholders | 0 | 218 | 0 | 444 |
Income from continuing operations attributable to American Assets Trust, Inc. common stockholders-basic | 4,223 | 2,817 | 10,538 | 6,362 |
Income from continuing operations attributable to common stockholders-diluted | 6,126 | 3,833 | 15,290 | 8,731 |
Plus: Results from discontinued operations attributable to unitholders in the Operating Partnership | 0 | 101 | 0 | 209 |
Net income attributable to common stockholders-diluted | $6,126 | $4,152 | $15,290 | $9,384 |
Weighted average common shares outstanding-basic | 39,816,753 | 38,673,617 | 39,439,488 | 38,663,352 |
Effect of dilutive securities-conversion of Operating Partnership units | 17,960,914 | 18,380,808 | 17,984,471 | 18,391,073 |
Weighted average common shares outstanding - diluted | 57,777,667 | 57,054,425 | 57,423,959 | 57,054,425 |
Continuing operations | $0.11 | $0.07 | $0.27 | $0.16 |
Discontinued operations | $0 | $0.01 | $0 | $0.01 |
Basic net income attributable to common stockholders per share | $0.11 | $0.08 | $0.27 | $0.17 |
Continuing operations | $0.11 | $0.07 | $0.27 | $0.16 |
Discontinued operations | $0 | $0.01 | $0 | $0.01 |
Diluted net income attributable to common stockholders per share | $0.11 | $0.08 | $0.27 | $0.17 |
DISCONTINUED_OPERATIONS_Detail
DISCONTINUED OPERATIONS (Details) (USD $) | 1 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2012 |
Discontinued Operations and Disposal Groups [Abstract] | ' |
Proceeds from sale of real estate | $93.80 |
DISCONTINUED_OPERATIONS_Net_Re
DISCONTINUED OPERATIONS Net Revenue and Net Income from Discontinued Operations (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Discontinued Operations and Disposal Groups [Abstract] | ' | ' | ' | ' |
Net revenue from discontinued operations | $0 | $2,071 | $0 | $5,338 |
Net property expenses from discontinued operations | 0 | 753 | 0 | 2,028 |
Depreciation and amortization | 0 | 338 | 0 | 1,079 |
Income from discontinued operations | 0 | 319 | 0 | 653 |
Total income from discontinued operations | $0 | $319 | $0 | $653 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 |
In Thousands, unless otherwise specified | |||
Income Tax Disclosure [Abstract] | ' | ' | ' |
Deferred tax liability | $280 | $320 | $320 |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Property | ||
Commitment And Contingencies [Line Items] | ' | ' |
Termination payment | $6.20 | ' |
Percentage, partner's common units | 50.00% | ' |
Transfer taxes accrued at time of Offering | $6.60 | ' |
Number of consolidated properties located in Southern California | 12 | ' |
Maximum percentage of total revenue provided by any single tenant | 10.00% | 10.00% |
The Land Mark at One Market | ' | ' |
Commitment And Contingencies [Line Items] | ' | ' |
Number of lease extension options | 2 | ' |
Years, lease extension options length (in years) | '5 years | ' |
Quicksilver | ' | ' |
Commitment And Contingencies [Line Items] | ' | ' |
Percent annual lease amount increase (in percent) | 3.40% | ' |
Waikiki Beach Walk - Retail | ' | ' |
Commitment And Contingencies [Line Items] | ' | ' |
Property management fee, percent (in percent) | 3.00% | ' |
Outrigger Hotels | ' | ' |
Commitment And Contingencies [Line Items] | ' | ' |
Property management fee, percent (in percent) | 6.00% | ' |
Number of calendar months termination fee is based | '2 months | ' |
Maximum percentage of hotel's fiscal year gross revenues paid for aggregate yearly management fee | 3.50% | ' |
Previous months of management fees | '12 months | ' |
Hotel management agreement default penalty factor of previous twelve months of management fees in first 11 years of term | 8 | ' |
Years in hotel management agreement term | '11 years | ' |
Hotel management agreement default penalty factor of previous twelve months of management fees in twelfth year of term | 4 | ' |
Hotel management agreement default penalty factor of previous twelve months of management fees in thirteenth year of term | 3 | ' |
Hotel management agreement default penalty factor of previous twelve months of management fees in fourteenth year of term | 2 | ' |
Hotel management agreement default penalty factor of previous twelve months of management fees in fifteenth year of term | 1 | ' |
Outrigger Hotels | Future Year Period One | ' | ' |
Commitment And Contingencies [Line Items] | ' | ' |
Years in hotel management agreement term | '15 years | ' |
Outrigger Hotels | Future Year Period Two | ' | ' |
Commitment And Contingencies [Line Items] | ' | ' |
Years in hotel management agreement term | '14 years | ' |
Outrigger Hotels | Future Year Period Three | ' | ' |
Commitment And Contingencies [Line Items] | ' | ' |
Years in hotel management agreement term | '13 years | ' |
Outrigger Hotels | Future Year Period Four | ' | ' |
Commitment And Contingencies [Line Items] | ' | ' |
Years in hotel management agreement term | '12 years | ' |
Outrigger Hotels | Maximum | ' | ' |
Commitment And Contingencies [Line Items] | ' | ' |
Property management fee, percent (in percent) | 3.00% | ' |
Wbw Hotel Lessee Llc | ' | ' |
Commitment And Contingencies [Line Items] | ' | ' |
Years of contract | '20 years | ' |
Percentage of hotel occupancy gross revenue paid for program fee | 4.00% | ' |
Wbw Hotel Lessee Llc | Future Time Period Prior to 12-31-2021 | ' | ' |
Commitment And Contingencies [Line Items] | ' | ' |
Percentage of hotel occupancy gross revenue paid for franchise royalty fee | 4.00% | ' |
Wbw Hotel Lessee Llc | Future Time Period After 12-31-2021 | ' | ' |
Commitment And Contingencies [Line Items] | ' | ' |
Percentage of hotel occupancy gross revenue paid for franchise royalty fee | 5.00% | ' |
Lloyd District Portfolio | ' | ' |
Commitment And Contingencies [Line Items] | ' | ' |
Property management fee, percent (in percent) | 3.50% | ' |
Del Monte Center | ' | ' |
Commitment And Contingencies [Line Items] | ' | ' |
Years, environmental remediation length | '2 years | ' |
Total Revenues | Geographic Concentration Risk | ' | ' |
Commitment And Contingencies [Line Items] | ' | ' |
Percentage of total revenue provided by retail tenants | 36.30% | ' |
COMMITMENTS_AND_CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES Current Minimum Annual Payments under Leases (Details) (USD $) | Sep. 30, 2013 | |
Operating Leased Assets [Line Items] | ' | |
Stated monthly lease rate for February 2017 | $61,690 | |
Landmark At One Market Waikiki Beach Walk | ' | |
Operating Leased Assets [Line Items] | ' | |
2013 (six months ending December 31, 2013) | 632,000 | |
2014 | 2,569,000 | |
2015 | 2,636,000 | |
2016 | 1,709,000 | |
2017 | 736,000 | [1] |
Thereafter | 2,961,000 | |
Total | $11,243,000 | |
[1] | Lease payments on the Waikiki Beach Walk lease will be equal to fair rental value from March 2017 through the end of the lease term. In the table, we have shown the lease payments for this period based on the stated rate for the month of February 2017 of $61,690. |
OPERATING_LEASES_Details
OPERATING LEASES (Details) | 9 Months Ended |
Sep. 30, 2013 | |
M | |
Leases [Abstract] | ' |
Years, minimum term range of office and retail leases | '3 years |
Years, maximum term range of office and retail leases | '10 years |
Months, minimum term of apartment leases | '7 months |
Months, maximum term of apartment leases | '15 months |
Future minimum rentals term, maximum | 12 |
OPERATING_LEASES_Minimum_Futur
OPERATING LEASES Minimum Future Rentals from Noncancelable Operating Leases (Details) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Leases [Abstract] | ' |
2013 (three months ending December 31, 2013) | $37,219 |
2014 | 147,360 |
2015 | 136,417 |
2016 | 116,888 |
2017 | 99,808 |
Thereafter | 180,947 |
Total | $718,639 |
COMPONENTS_OF_RENTAL_INCOME_AN2
COMPONENTS OF RENTAL INCOME AND EXPENSE (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Operating Leases, Income Statement, Lease Revenue [Abstract] | ' | ' | ' | ' |
Recognition of straight-line rents | $0.60 | $1.70 | $1.80 | $5.20 |
Recognition of amortization of above and below market leases | $1 | ' | $1.80 | ($0.50) |
COMPONENTS_OF_RENTAL_INCOME_AN3
COMPONENTS OF RENTAL INCOME AND EXPENSE Component of Rental Income (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Rental Income [Line Items] | ' | ' | ' | ' |
Cost reimbursement | $7,093 | $7,392 | $20,006 | $20,813 |
Percentage rent | 504 | 533 | 1,324 | 1,259 |
Hotel revenue | 9,984 | 9,017 | 27,010 | 24,142 |
Other | 424 | 383 | 1,260 | 1,195 |
Total rental income | 62,405 | 58,310 | 181,332 | 165,058 |
Total Retail | ' | ' | ' | ' |
Rental Income [Line Items] | ' | ' | ' | ' |
Minimum rents | 17,384 | 17,019 | 51,971 | 49,866 |
Total Office | ' | ' | ' | ' |
Rental Income [Line Items] | ' | ' | ' | ' |
Minimum rents | 20,736 | 18,219 | 61,534 | 50,974 |
Total Multifamily | ' | ' | ' | ' |
Rental Income [Line Items] | ' | ' | ' | ' |
Minimum rents | 3,837 | 3,633 | 11,107 | 10,160 |
Total Mixed-Use | ' | ' | ' | ' |
Rental Income [Line Items] | ' | ' | ' | ' |
Minimum rents | $2,443 | $2,114 | $7,120 | $6,649 |
COMPONENTS_OF_RENTAL_INCOME_AN4
COMPONENTS OF RENTAL INCOME AND EXPENSE Components of Rental Expenses (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Operating Leases, Income Statement, Lease Revenue [Abstract] | ' | ' | ' | ' |
Rental operating | $6,538 | $6,142 | $19,282 | $17,524 |
Hotel operating | 5,654 | 5,458 | 16,574 | 15,570 |
Repairs and maintenance | 2,727 | 2,576 | 7,330 | 6,861 |
Marketing | 356 | 263 | 1,052 | 833 |
Rent | 596 | 509 | 1,820 | 1,745 |
Hawaii excise tax | 1,071 | 996 | 2,962 | 2,753 |
Management fees | 488 | 534 | 1,382 | 1,516 |
Total rental expenses | $17,430 | $16,478 | $50,402 | $46,802 |
OTHER_INCOME_NET_Components_of
OTHER INCOME , NET Components of Other Income (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Other Income and Expenses [Abstract] | ' | ' | ' | ' |
Interest and investment income | $54 | $177 | $88 | $329 |
Income tax expense | -473 | -55 | -861 | -555 |
Acquisition related expenses | 0 | -114 | 0 | -129 |
Other non-operating income | 0 | 0 | 10 | 0 |
Total other income (expense), net | ($419) | $8 | ($763) | ($355) |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Related Party Transaction [Line Items] | ' | ' | ' | ' |
Total rental income | $62,405,000 | $58,310,000 | $181,332,000 | $165,058,000 |
Investment in WBW CHP LLC (in percent) | ' | ' | 47.70% | ' |
ICW Plaza | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' |
Total rental income | ' | ' | 1,600,000 | ' |
WBW CHP LLC | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' |
Recovered reimbursements of operating expenses of WBW CHP LLC | ' | ' | $800,000 | $500,000 |
SEGMENT_REPORTING_Details
SEGMENT REPORTING (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2013 | Sep. 30, 2013 | |
Segment | Segment | |
Room | Room | |
Segment Reporting [Abstract] | ' | ' |
Number of operating segments | 4 | 4 |
Room in mixed-use segment all-suite hotel | 369 | 369 |
SEGMENT_REPORTING_Operating_Ac
SEGMENT REPORTING Operating Activity Within Reportable Segments (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
OPERATING INCOME | $21,441 | $18,205 | $60,694 | $51,658 |
Total Segments' profit | 42,120 | 38,193 | 123,966 | 108,465 |
Total Retail | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Property revenue | 23,524 | 23,694 | 69,175 | 67,837 |
Property expense | -6,445 | -6,828 | -17,476 | -18,648 |
OPERATING INCOME | 17,079 | 16,866 | 51,699 | 49,189 |
Total Office | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Property revenue | 22,664 | 19,586 | 67,598 | 55,500 |
Property expense | -6,636 | -6,054 | -19,656 | -17,430 |
OPERATING INCOME | 16,028 | 13,532 | 47,942 | 38,070 |
Total Multifamily | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Property revenue | 4,155 | 3,906 | 12,004 | 10,957 |
Property expense | -1,525 | -1,558 | -4,383 | -4,437 |
OPERATING INCOME | 2,630 | 2,348 | 7,621 | 6,520 |
Total Mixed-Use | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Property revenue | 14,975 | 13,579 | 41,635 | 38,051 |
Property expense | -8,592 | -8,132 | -24,931 | -23,365 |
OPERATING INCOME | $6,383 | $5,447 | $16,704 | $14,686 |
SEGMENT_REPORTING_Reconciliati
SEGMENT REPORTING Reconciliation of Segment Profit to Net Income Attributable to Stockholders (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Segment Reporting [Abstract] | ' | ' | ' | ' |
Total Segments' profit | $42,120 | $38,193 | $123,966 | $108,465 |
General and administrative | -4,031 | -3,894 | -12,658 | -11,530 |
Depreciation and amortization | -16,648 | -16,094 | -50,614 | -45,277 |
Interest expense | 14,764 | 14,247 | 44,244 | 42,176 |
Other income (expense), net | -419 | 8 | -763 | -355 |
INCOME FROM CONTINUING OPERATIONS | 6,258 | 3,966 | 15,687 | 9,127 |
Results from discontinued operations | 0 | 319 | 0 | 653 |
NET INCOME | 6,258 | 4,285 | 15,687 | 9,780 |
Net income attributable to restricted shares | -132 | -133 | -397 | -396 |
Noncontrolling Interest in Net Income (Loss) Operating Partnerships, Redeemable | 1,903 | 1,335 | 4,752 | 3,022 |
NET INCOME ATTRIBUTABLE TO AMERICAN ASSETS TRUST, INC. STOCKHOLDERS | $4,223 | $2,817 | $10,538 | $6,362 |
SEGMENT_REPORTING_Net_Real_Est
SEGMENT REPORTING Net Real Estate and Secured Note Payable Balances (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||
Segment Reporting Information [Line Items] | ' | ' | ||
Net Real Estate | $1,665,789 | $1,668,182 | ||
Secured Notes Payable | 1,054,930 | [1] | 1,057,680 | [1] |
Unamortized fair value adjustment | 10,813 | 12,998 | ||
Total Retail | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Net Real Estate | 655,569 | 669,177 | ||
Secured Notes Payable | 395,677 | [1] | 397,732 | [1] |
Total Office | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Net Real Estate | 774,775 | 759,203 | ||
Secured Notes Payable | 427,499 | [1] | 428,194 | [1] |
Total Multifamily | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Net Real Estate | 35,757 | 36,391 | ||
Secured Notes Payable | 101,444 | [1] | 101,444 | [1] |
Total Mixed-Use | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Net Real Estate | 199,688 | 203,411 | ||
Secured Notes Payable | $130,310 | [1] | $130,310 | [1] |
[1] | Excludes unamortized fair market value adjustments of $10.8 million and $13.0 million as of September 30, 2013 and December 31, 2012, respectively. |
SEGMENT_REPORTING_Capital_Expe
SEGMENT REPORTING Capital Expenditures (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Capital Expenditures | $12,932 | [1] | $15,040 | [1] | $35,480 | [1] | $28,303 | [1] |
Total Retail | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Capital Expenditures | 616 | [1] | 4,292 | [1] | 3,143 | [1] | 11,734 | [1] |
Total Office | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Capital Expenditures | 11,690 | [1] | 10,381 | [1] | 30,991 | [1] | 15,534 | [1] |
Total Multifamily | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Capital Expenditures | 351 | [1] | 259 | [1] | 700 | [1] | 782 | [1] |
Total Mixed-Use | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Capital Expenditures | $275 | [1] | $108 | [1] | $646 | [1] | $253 | [1] |
[1] | Capital expenditures represent cash paid for capital expenditures during the period and include leasing commissions paid. |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (Subsequent Event, USD $) | Nov. 08, 2013 |
In Millions, unless otherwise specified | |
Subsequent Event | ' |
Subsequent Event [Line Items] | ' |
Outstanding amount on credit facility | $93 |