4 unchanged sentences
maintains disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to its management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
−Removed: In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated,
−Removed: can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
+Added: In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by Rule 13a-15(b) under the Exchange Act, American Assets Trust, Inc.
24 unchanged sentences
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
−Removed: As required by Rule 13a-15(b) under the Exchange Act, the Operating Partnership carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer of its
−Removed: general partner, of the effectiveness of the design and operation of the Operating Partnership’s disclosure controls and procedures.
+Added: As required by Rule 13a-15(b) under the Exchange Act, the Operating Partnership carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer of its general partner, of the effectiveness of the design and operation of the Operating Partnership’s disclosure controls and procedures.
Based on the foregoing, the Chief Executive Officer and Chief Financial Officer of the Operating Partnership's general partner concluded that, as of the end of the period covered by this report, the Operating Partnership’s disclosure controls and procedures were effective and were operating at a reasonable assurance level.
42 unchanged sentences
4.1(1) Form of Certificate of Common Stock of American Assets Trust, Inc.
+Added: 4.2(3) Indenture, dated January 26, 2021, by and among American Assets Trust, L.P., as issuer, American Assets Trust, Inc., as guarantor, and U.S.
+Added: Bank National Association, as trustee
4.3* Description of Securities
4 unchanged sentences
and American Assets Trust, L.P.
−Removed: 2011 Equity Incentive Award Plan
+Added: Amended and Restated 2011 Equity Incentive Award Plan
10.4(1) Form of Indemnification Agreement between American Assets Trust, Inc.
27 unchanged sentences
and the purchasers named therein.
−Removed: Purchase Agreement and Escrow Instructions between CP III Pacific Ridge RF, LLC, CP III Pacific Ridge Solar, LLC, collectively as Seller, and American Assets Trust, Inc., as Purchaser, dated March 24, 2017
10.19(11) Note Purchase Agreement, dated as of May 23, 2017 by and among American Assets Trust, Inc., American Assets Trust, L.P.
19 unchanged sentences
10.33(16) Note Purchase Agreement, dated as of July 30, 2019, by and among the Company, the Operating Partnership, and the purchasers named therein.
−Removed: Contract for Purchase and Sale between HSPF La Jolla Commons I Investors LLC, HSPF La Jolla Commons II Investors LLC and HSPF La Jolla Commons III Investors LLC, collectively as Seller, and the Company, as Purchaser, dated June 10, 2019
21.1* List of Subsidiaries of American Assets Trust, Inc.
+Added: 22.1* Subsidiary Guarantors and Issuers of Guaranteed Securities
23.1* Consent of Independent Registered Public Accounting Firm for American Assets Trust, Inc.
10 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document.
−Removed: Inline XBRL Taxonomy Extension Schema Document
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document
+Added: 101.INS* Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document.
+Added: 101.SCH* Inline XBRL Taxonomy Extension Schema Document
+Added: 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
+Added: 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
+Added: 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document
+Added: 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
4 unchanged sentences
(3) Incorporated herein by reference to American Assets Trust, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 26, 2021.
+Added: (4) Incorporated herein by reference to American Assets Trust, Inc.'s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 19, 2011.
(5) Incorporated herein by reference to American Assets Trust, Inc’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 10, 2012.
+Added: (6) Incorporated herein by reference to American Assets Trust, Inc.'s Current Report on Form 10-K filed with the Securities and Exchange Commission on February 14, 2020.
(7) Incorporated herein by reference to American Assets Trust, Inc’s Current Report on Form 10-Q filed with the Securities and Exchange Commission on May 2, 2014.
2 unchanged sentences
(10) Incorporated herein by reference to American Assets Trust, Inc's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2017.
−Removed: Incorporated herein by reference to American Assets Trust, Inc's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 27, 2017.
(11) Incorporated herein by reference to American Assets Trust, Inc's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2017.
4 unchanged sentences
(16) Incorporated herein by reference to American Assets Trust, Inc's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 30, 2019.
−Removed: Incorporated herein by reference to American Assets Trust, Inc's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2019.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrants have duly caused this Report to be signed on their behalf by the undersigned thereunto duly authorized this 16 th day of February, 2021.
3 unchanged sentences
General Partner
−Removed: /s/ ERNEST RADY
−Removed: /s/ ERNEST RADY
−Removed: Chairman, President and Chief Executive Officer
−Removed: Chairman, President and Chief Executive Officer
+Added: /s/ ERNEST RADY /s/ ERNEST RADY
+Added: Chairman, President and Chief Executive Officer Chairman, President and Chief Executive Officer
(Principal Executive Officer)
1 unchanged sentence
/s/ ROBERT F.
−Removed: /s/ ROBERT F.
+Added: BARTON /s/ ROBERT F.
Executive Vice President and Chief Financial Officer
3 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrants and in the capacities and on the dates indicated.
−Removed: /s/ ERNEST RADY
−Removed: Chairman of the Board, President and Chief Executive Officer
−Removed: February 14, 2020
+Added: Signature Title Date
+Added: /s/ ERNEST RADY Chairman of the Board, President and Chief Executive Officer February 16, 2021
/s/ ROBERT F.
−Removed: Executive Vice President, Chief Financial Officer and Treasurer
−Removed: February 14, 2020
−Removed: February 14, 2020
−Removed: February 14, 2020
+Added: BARTON Executive Vice President, Chief Financial Officer and Treasurer February 16, 2021
+Added: SCHAEFER Director February 16, 2021
+Added: NELLES Director February 16, 2021
/s/ THOMAS S.
−Removed: February 14, 2020
+Added: OLINGER Director February 16, 2021
/s/ ROBERT S.
−Removed: February 14, 2020
+Added: SULLIVAN Director February 16, 2021
Item 8 and Item 15(a) (1) and (2)
36 unchanged sentences
(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.
−Removed: The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
+Added: The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit
+Added: matters or on the accounts or disclosures to which they relate.
Impairment of real estate properties
−Removed: Description of the Matter
−Removed: The Company’s net real estate properties totaled $2.5 billion as of December 31, 2019.
+Added: Description of the Matter The Company’s net real estate properties totaled $2.5 billion as of December 31, 2020.
As discussed in Note 1 to the consolidated financial statements, the Company reviews for impairment on a property by property basis whenever events or changes in circumstances indicate that the carrying value of a property may not be fully recoverable.
3 unchanged sentences
Auditing the Company's impairment assessment for real estate properties is challenging because of the subjective auditor judgment necessary in evaluating management’s identification of indictors of potential impairment and the related assessment of the severity of such indicators in determining whether a triggering event has occurred that requires the Company to evaluate the recoverability of the asset.
−Removed: How We Addressed the Matter in Our Audit
−Removed: We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s property impairment review process.
−Removed: For example, we tested controls over management’s process for identifying and evaluating potential impairment indicators.
+Added: Additionally, for real estate properties where a triggering event has occurred, the auditing involves a high degree of auditor judgment and increased extent of audit effort to evaluate management’s estimates underlying projected future cash flows as they are based on subjective assumptions such as market rents, occupancy rates and hold periods, which are affected by expectations about future market or economic conditions.
+Added: How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s property impairment review process.
+Added: For example, we tested controls over management’s process for identifying and evaluating potential impairment indicators and their review of the prospective financial data used in the Company’s impairment analysis.
Our testing of the Company’s impairment assessment included, among other procedures, evaluating significant judgments applied in determining whether indicators of impairment were present at any given property by obtaining evidence to corroborate such judgments and searching for evidence contrary to such judgments.
For example, we searched for tenants or groups of tenants with large reserved balances or upcoming lease expirations that occupy a substantial portion of any particular property and searched for significant declines in operating results of any particular property due to occupancy changes, tenant bankruptcies, environmental issues, adverse changes in legal factors or natural disasters.
−Removed: Property asset acquisition
+Added: Additionally, for real estate properties where a triggering event has occurred, our testing also included, among other procedures, involving our internal valuation specialists and evaluating and testing the methodologies and significant assumptions used in the models as well as evaluating and testing the completeness and accuracy of the underlying prospective financial data.
+Added: Collectability of accounts receivable and straight-line rents receivable
Description of the Matter
−Removed: On June 20, 2019, the Company acquired La Jolla Commons, consisting of two office buildings, an entitled development parcel and two parking structures, for a purchase price of approximately $525 million, less seller credits of (i) approximately $11.5 million for speculative lease-up, (ii) approximately $4.2 million for assumed contractual liabilities (iii) and approximately $1.7 million for closing prorations, excluding closing costs of approximately $0.2 million.
−Removed: As discussed in Note 1 and Note 2 to the consolidated financial statements, the Company accounted for the purchase of La Jolla Commons as an asset acquisition in accordance with the authoritative accounting guidance on acquisitions and business combinations.
−Removed: The Company’s methodology of allocating the cost of acquisitions to assets acquired and liabilities assumed is based on estimated fair values, replacement cost and appraised values.
−Removed: For acquired operating real estate properties, such as La Jolla Commons, the purchase price is allocated to land and buildings, intangible assets such as in-place leases, and tangible assets and liabilities acquired, if any.
−Removed: Auditing the Company’s accounting for its acquisition of La Jolla Commons was complex and highly judgmental due to the significant judgment required in determining estimated fair values, replacement cost and appraised values of the acquired land and buildings and intangible assets such as in-place leases.
−Removed: The significant judgment was primarily due to (1) the judgmental nature of inputs, including discount rate, capitalization rates, cost multipliers and various market assumptions such as market rental rates, (2) the complexity of the models used to allocate the cost of the acquisition to the assets acquired and liabilities assumed, including income, sales comparison and cost approach models and (3) the sensitivity of the respective values to the underlying significant assumptions.
+Added: The Company’s accounts receivable and straight-line rent receivable totaled $79.4 million as of December 31, 2020.
+Added: As discussed in Note 1 to the consolidated financial statements, the Company makes estimates of the collectability of its current accounts receivable and straight-line rents receivable which requires significant judgment by management as the collectability of receivables is affected by numerous different factors including current economic trends, including the impact of the COVID-19 pandemic on tenants' businesses and changes in tenants' payment patterns, tenant bankruptcies, the status of collectability of current cash rents receivable, tenants' recent and historical financial and operating results, changes in tenants' credit ratings, communications between the Company’s operating personnel and tenants, the extent of security deposits and letters of credits held with respect to tenants, and the ability of the tenants to perform under the terms of their lease agreement.
+Added: If management’s assessment of these factors indicates it is not probable that the Company will be able to collect substantially all rents, the Company recognizes a charge to rental income and limits rental income recognition to the lesser of lease income on a straight-line basis plus variable rents when they become accruable or cash collected.
+Added: During 2020, the Company recorded a $18.4 million collectability related adjustment as a reduction to rental income.
+Added: Auditing the Company's collectability assessment is challenging because of the subjective auditor judgment necessary in evaluating management’s determination that collectability of lease payments from each of its tenants may not be probable and the related assessment of the severity of factors in determining whether collectability of substantially all of the remaining lease payments from a given tenant remains probable.
How We Addressed the Matter in Our Audit
−Removed: We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s accounting for acquisitions process.
−Removed: For example, we tested controls over the valuation of acquired land, buildings and intangible assets, including the valuation models and underlying assumptions used to develop such estimates.
−Removed: Our testing of the Company’s accounting for its acquisition of La Jolla Commons included, among other procedures, reading the purchase agreement and testing the values allocated to the assets acquired and liabilities assumed by evaluating the valuation methods and significant assumptions used by management.
−Removed: For example, our real estate valuation specialists assisted us in evaluating the methodologies used by the Company and testing the consistency of the selected discount rate, capitalization rates, cost multipliers and various market assumptions such as market rental rates with external market data sources.
−Removed: Furthermore, we compared assumptions about future projections with historical results of the acquired property.
−Removed: Additionally, we evaluated the completeness and accuracy of the underlying data supporting the determination of various inputs.
−Removed: Also, with the assistance of our specialists, we evaluated the incorporation of the key assumptions in the aforementioned models and tested such models for clerical accuracy.
+Added: We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s collectability assessment process.
+Added: For example, we tested controls over management’s process for identifying and evaluating potential factors indicating that collectability of lease payments from each of its tenants may not be probable and controls over the completeness and accuracy of the data used in management’s analyses.
+Added: Our testing of the Company’s collectability assessment included, among other procedures, reviewing the Company’s tenant portfolio for tenants at higher risk of being negatively impacted by the COVID-19 pandemic and evaluating significant judgments applied in determining whether factors indicating that collectability of lease payments may not be probable were present by obtaining evidence to corroborate such judgments and searching for evidence contrary to such judgments.
+Added: For example, we searched publicly available information for indicators of tenants experiencing financial difficulty, performed a look-back analysis in which we compared actual lease payments collected to previous estimates of collectability made by management, and made inquiries of operating personnel regarding their communications with tenants.
+Added: In addition, we tested the completeness and accuracy of the data that was used in management’s collectability analyses.
/s/ Ernst & Young LLP
54 unchanged sentences
Impairment of real estate properties
−Removed: Description of the Matter
−Removed: The Company’s net real estate properties totaled $2.5 billion as of December 31, 2019.
+Added: Description of the Matter The Company’s net real estate properties totaled $2.5 billion as of December 31, 2020.
As discussed in Note 1 to the consolidated financial statements, the Company reviews for impairment on a property by property basis whenever events or changes in circumstances indicate that the carrying value of a property may not be fully recoverable.
3 unchanged sentences
Auditing the Company's impairment assessment for real estate properties is challenging because of the subjective auditor judgment necessary in evaluating management’s identification of indictors of potential impairment and the related assessment of the severity of such indicators in determining whether a triggering event has occurred that requires the Company to evaluate the recoverability of the asset.
−Removed: How We Addressed the Matter in Our Audit
−Removed: We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s property impairment review process.
−Removed: For example, we tested controls over management’s process for identifying and evaluating potential impairment indicators.
+Added: Additionally, for real estate properties where a triggering event has occurred, the auditing involves a high degree of auditor judgment and increased extent of audit effort to evaluate management’s estimates underlying projected future cash flows as they are based on subjective assumptions such as market rents, occupancy rates and hold periods, which are affected by expectations about future market or economic conditions.
+Added: How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s property impairment review process.
+Added: For example, we tested controls over management’s process for identifying and evaluating potential impairment indicators and their review of the prospective financial data used in the Company’s impairment analysis.
Our testing of the Company’s impairment assessment included, among other procedures, evaluating significant judgments applied in determining whether indicators of impairment were present at any given property by obtaining evidence to corroborate such judgments and searching for evidence contrary to such judgments.
For example, we searched for tenants or groups of tenants with large reserved balances or upcoming lease expirations that occupy a substantial portion of any particular property and searched for significant declines in operating results of any particular property due to occupancy changes, tenant bankruptcies, environmental issues, adverse changes in legal factors or natural disasters.
−Removed: Property asset acquisition
+Added: Additionally, for real estate properties where a triggering event has occurred, our testing also included, among other procedures, involving our internal valuation specialists and evaluating and testing the methodologies and significant assumptions used in the models as well as evaluating and testing the completeness and accuracy of the underlying prospective financial data.
+Added: Collectability of accounts receivable and straight-line rents receivable
Description of the Matter
−Removed: On June 20, 2019, the Company acquired La Jolla Commons, consisting of two office buildings, an entitled development parcel and two parking structures, for a purchase price of approximately $525 million, less seller credits of (i) approximately $11.5 million for speculative lease-up, (ii) approximately $4.2 million for assumed contractual liabilities (iii) and approximately $1.7 million for closing prorations, excluding closing costs of approximately $0.2 million.
−Removed: As discussed in Note 1 and Note 2 to the consolidated financial statements, the Company accounted for the purchase of La Jolla Commons as an asset acquisition in accordance with the authoritative accounting guidance on acquisitions and business combinations.
−Removed: The Company’s methodology of allocating the cost of acquisitions to assets acquired and liabilities assumed is based on estimated fair values, replacement cost and appraised values.
−Removed: For acquired operating real estate properties, such as La Jolla Commons, the purchase price is allocated to land and buildings, intangible assets such as in-place leases, and tangible assets and liabilities acquired, if any.
−Removed: Auditing the Company’s accounting for its acquisition of La Jolla Commons was complex and highly judgmental due to the significant judgment required in determining estimated fair values, replacement cost and appraised values of the acquired land and buildings and intangible assets such as in-place leases.
−Removed: The significant judgment was primarily due to (1) the judgmental nature of inputs, including discount rate, capitalization rates, cost multipliers and various market assumptions such as market rental rates, (2) the complexity of the models used to allocate the cost of the acquisition to the assets acquired and liabilities assumed, including income, sales comparison and cost approach models and (3) the sensitivity of the respective values to the underlying significant assumptions.
+Added: The Company’s accounts receivable and straight-line rent receivable totaled $79.4 million as of December 31, 2020.
+Added: As discussed in Note 1 to the consolidated financial statements, the Company makes estimates of the collectability of its current accounts receivable and straight-line rents receivable which requires significant judgment by management as the collectability of receivables is affected by numerous different factors including current economic trends, including the impact of the COVID-19 pandemic on tenants' businesses and changes in tenants' payment patterns, tenant bankruptcies, the status of collectability of current cash rents receivable, tenants' recent and historical financial and operating results, changes in tenants' credit ratings, communications between the Company’s operating personnel and tenants, the extent of security deposits and letters of credits held with respect to tenants, and the ability of the tenants to perform under the terms of their lease agreement.
+Added: If management’s assessment of these factors indicates it is not probable that the Company will be able to collect substantially all rents, the Company recognizes a charge to rental income and limits rental income recognition to the lesser of lease income on a straight-line basis plus variable rents when they become accruable or cash collected.
+Added: During 2020, the Company recorded a $18.4 million collectability related adjustment as a reduction to rental income.
+Added: Auditing the Company's collectability assessment is challenging because of the subjective auditor judgment necessary in evaluating management’s determination that collectability of lease payments from each of its tenants may not be probable and the related assessment of the severity of factors in determining whether collectability of substantially all of the remaining lease payments from a given tenant remains probable.
How We Addressed the Matter in Our Audit
−Removed: We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s accounting for acquisitions process.
−Removed: For example, we tested controls over the valuation of acquired land, buildings and intangible assets, including the valuation models and underlying assumptions used to develop such estimates.
−Removed: Our testing of the Company’s accounting for its acquisition of La Jolla Commons included, among other procedures, reading the purchase agreement and testing the values allocated to the assets acquired and liabilities assumed by evaluating the valuation methods and significant assumptions used by management.
−Removed: For example, our real estate valuation specialists assisted us in evaluating the methodologies used by the Company and testing the consistency of the selected discount rate, capitalization rates, cost multipliers and various market assumptions such as market rental rates with external market data sources.
−Removed: Furthermore, we compared assumptions about future projections with historical results of the acquired property.
−Removed: Additionally, we evaluated the completeness and accuracy of the underlying data supporting the determination of various inputs.
−Removed: Also, with the assistance of our specialists, we evaluated the incorporation of the key assumptions in the aforementioned models and tested such models for clerical accuracy.
+Added: We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s collectability assessment process.
+Added: For example, we tested controls over management’s process for identifying and evaluating potential factors indicating that collectability of lease payments from each of its tenants may not be probable and controls over the completeness and accuracy of the data used in management’s analyses.
+Added: Our testing of the Company’s collectability assessment included, among other procedures, reviewing the Company’s tenant portfolio for tenants at higher risk of being negatively impacted by the COVID-19 pandemic and evaluating significant judgments applied in determining whether factors indicating that collectability of lease payments may not be probable were present by obtaining evidence to corroborate such judgments and searching for evidence contrary to such judgments.
+Added: For example, we searched publicly available information for indicators of tenants experiencing financial difficulty, performed a look-back analysis in which we compared actual lease payments collected to previous estimates of collectability made by management, and made inquiries of operating personnel regarding their communications with tenants.
+Added: In addition, we tested the completeness and accuracy of the data that was used in management’s collectability analyses.
/s/ Ernst & Young LLP
5 unchanged sentences
(In Thousands, Except Share Data)
−Removed: December 31, 2019
−Removed: December 31, 2018
+Added: December 31, 2020 December 31, 2019
Real estate, at cost
2 unchanged sentences
Held for development 547 547
+Added: 3,246,874 3,188,697
Accumulated depreciation ( 754,140 ) ( 665,222 )
5 unchanged sentences
Other assets, net 106,112 93,220
+Added: TOTAL ASSETS $ 2,817,309 $ 2,790,333
LIABILITIES AND EQUITY
−Removed: Secured notes payable
−Removed: Unsecured notes payable
−Removed: Unsecured line of credit
+Added: Secured notes payable, net $ 110,923 $ 161,879
+Added: Unsecured notes payable, net 1,196,677 1,195,780
+Added: Unsecured line of credit, net 99,151 —
Accounts payable and accrued expenses 59,262 62,576
12 unchanged sentences
Noncontrolling interests ( 18,036 ) ( 20,245 )
+Added: Total equity 1,253,406 1,293,672
TOTAL LIABILITIES AND EQUITY $ 2,817,309 $ 2,790,333
4 unchanged sentences
Year Ended December 31,
+Added: 2020 2019 2018
Rental income $ 330,312 $ 343,865 $ 309,537
10 unchanged sentences
Other income (expense), net 447 ( 122 ) ( 85 )
+Added: NET INCOME 35,588 60,188 27,202
Net income attributable to restricted shares ( 383 ) ( 381 ) ( 311 )
1 unchanged sentence
NET INCOME ATTRIBUTABLE TO AMERICAN ASSETS TRUST, INC.
+Added: STOCKHOLDERS $ 27,660 $ 45,718 $ 19,686
EARNINGS PER COMMON SHARE, BASIC
5 unchanged sentences
COMPREHENSIVE INCOME
−Removed: Other comprehensive (loss) gain - unrealized (loss) gain on swap derivative during the period
+Added: Net income $ 35,588 $ 60,188 $ 27,202
+Added: Other comprehensive (loss) gain - unrealized (loss) gain on swap derivatives during the period ( 3,649 ) ( 5,571 ) 120
Reclassification of amortization of forward starting swap included in interest expense ( 1,330 ) ( 1,304 ) ( 1,279 )
2 unchanged sentences
Comprehensive income attributable to American Assets Trust, Inc.
+Added: $ 24,113 $ 41,012 $ 19,166
The accompanying notes are an integral part of these consolidated financial statements.
3 unchanged sentences
American Assets Trust, Inc.
−Removed: Stockholders' Equity
−Removed: Noncontrolling Interests - Unitholders in the Operating Partnership
−Removed: Common Shares
−Removed: Additional Paid-in Capital
−Removed: Accumulated Dividends in Excess of Net Income
−Removed: Accumulated Other Comprehensive Income (Loss)
+Added: Stockholders' Equity Noncontrolling Interests - Unitholders in the Operating Partnership Total
+Added: Common Shares Additional Paid-in Capital Accumulated Dividends in Excess of Net Income Accumulated Other Comprehensive Income (Loss)
+Added: Shares Amount
Balance at December 31, 2017 47,204,588 $ 473 $ 919,066 $ ( 97,280 ) $ 11,451 $ 10,434 $ 844,144
−Removed: Common shares issued
+Added: Net income — — — 19,997 — 7,205 27,202
Issuance of restricted stock
+Added: 205,110 2 ( 2 ) — — — —
Forfeiture of restricted stock
+Added: ( 78,975 ) ( 1 ) 1 — — — —
Conversion of operating partnership units
+Added: 17,372 — ( 916 ) — — 916 —
Dividends declared and paid
+Added: — — — ( 51,495 ) — ( 18,733 ) ( 70,228 )
Stock-based compensation
+Added: — — 3,039 — — — 3,039
Shares withheld for employee taxes
−Removed: Other comprehensive loss - change in value of interest rate swap
−Removed: Other comprehensive income - unrealized gain on forward-starting interest rate swaps
−Removed: Reclassification of amortization of forward starting swap included in interest expense
+Added: ( 12,686 ) — ( 527 ) — — — ( 527 )
+Added: Other comprehensive income - change in value of interest rate swaps — — — — 105 15 120
+Added: Reclassification of amortization of forward starting swaps included in interest expense — — — — ( 936 ) ( 343 ) ( 1,279 )
Balance at December 31, 2018 47,335,409 474 920,661 ( 128,778 ) 10,620 ( 506 ) 802,471
+Added: — — — 46,099 — 14,089 60,188
Common shares issued
+Added: 11,871,552 118 515,236 — — — 515,354
Issuance of restricted stock
+Added: 173,008 2 ( 2 ) — — — —
Forfeiture of restricted stock
+Added: ( 70,641 ) ( 1 ) 1 — — — —
Conversion of operating partnership units
+Added: 787,060 8 12,979 — 148 ( 13,135 ) —
Dividends declared and paid
+Added: — — — ( 61,699 ) — ( 18,906 ) ( 80,605 )
Stock-based compensation
+Added: — — 4,477 — — — 4,477
Shares withheld for employee taxes
−Removed: Other comprehensive income - change in value of interest rate swap
−Removed: Reclassification of amortization of forward starting swap included in interest expense
+Added: ( 28,160 ) — ( 1,338 ) — — — ( 1,338 )
+Added: Other comprehensive loss - change in value of interest rate swaps — — — — ( 4,482 ) ( 1,602 ) ( 6,084 )
+Added: Other comprehensive income - unrealized gain on forward-starting interest rate swap — — — — 392 121 513
+Added: Reclassification of amortization of forward starting swaps included in interest expense — — — — ( 998 ) ( 306 ) ( 1,304 )
Balance at December 31, 2019 60,068,228 601 1,452,014 ( 144,378 ) 5,680 ( 20,245 ) 1,293,672
−Removed: Common shares issued
+Added: — — — 28,043 — 7,545 35,588
Issuance of restricted stock
+Added: 317,574 3 ( 3 ) — — — —
Forfeiture of restricted stock
+Added: ( 95,086 ) ( 1 ) 1 — — — —
Conversion of operating partnership units
+Added: 209,011 2 ( 12,003 ) — 3 11,998 —
Dividends declared and paid
+Added: — — — ( 60,225 ) — ( 16,285 ) ( 76,510 )
Stock-based compensation
+Added: — — 6,307 — — — 6,307
Shares withheld for employee taxes
−Removed: Other comprehensive loss - change in value of interest rate swap
−Removed: Other comprehensive income - unrealized gain on forward-starting interest rate swaps
−Removed: Reclassification of amortization of forward-starting swap included in interest expense
+Added: ( 23,435 ) — ( 672 ) — — — ( 672 )
+Added: Other comprehensive loss - change in value of interest rate swaps — — — — ( 2,885 ) ( 764 ) ( 3,649 )
+Added: Reclassification of amortization of forward-starting swaps included in interest expense — — — — ( 1,045 ) ( 285 ) ( 1,330 )
Balance at December 31, 2020 60,476,292 $ 605 $ 1,445,644 $ ( 176,560 ) $ 1,753 $ ( 18,036 ) $ 1,253,406
4 unchanged sentences
Year ended December 31,
+Added: 2020 2019 2018
OPERATING ACTIVITIES
+Added: Net income $ 35,588 $ 60,188 $ 27,202
Adjustments to reconcile net income to net cash provided by operating activities:
2 unchanged sentences
Amortization of debt issuance costs and debt fair value adjustments 1,477 1,467 1,530
+Added: Provision for uncollectable rental income 18,427 1,751 790
Gain on sale of real estate — ( 633 ) —
3 unchanged sentences
Other noncash interest expense ( 1,330 ) ( 1,304 ) ( 1,279 )
+Added: Other, net ( 695 ) 4,746 ( 407 )
Changes in operating assets and liabilities
26 unchanged sentences
Year ended December 31,
+Added: 2020 2019 2018
Cash and cash equivalents $ 137,333 $ 99,303 $ 47,956
5 unchanged sentences
(In Thousands, Except Unit Data)
+Added: December 31, December 31,
Real estate, at cost
2 unchanged sentences
Held for development 547 547
+Added: 3,246,874 3,188,697
Accumulated depreciation ( 754,140 ) ( 665,222 )
5 unchanged sentences
Other assets, net 106,112 93,220
+Added: TOTAL ASSETS $ 2,817,309 $ 2,790,333
LIABILITIES AND CAPITAL
−Removed: Secured notes payable
−Removed: Unsecured notes payable
−Removed: Unsecured line of credit
+Added: Secured notes payable, net $ 110,923 $ 161,879
+Added: Unsecured notes payable, net 1,196,677 1,195,780
+Added: Unsecured line of credit, net 99,151 —
Accounts payable and accrued expenses 59,262 62,576
4 unchanged sentences
Limited partners' capital, 16,181,537 and 16,390,548 units issued and outstanding as of December 31, 2020 and December 31, 2019, respectively
+Added: ( 19,020 ) ( 22,281 )
General partner's capital, 60,476,292 and 60,068,228 units issued and outstanding as of December 31, 2020 and December 31, 2019, respectively
+Added: 1,269,689 1,308,237
Accumulated other comprehensive income 2,737 7,716
6 unchanged sentences
Year Ended December 31,
+Added: 2020 2019 2018
Rental income $ 330,312 $ 343,865 $ 309,537
10 unchanged sentences
Other income (expense), net 447 ( 122 ) ( 85 )
+Added: NET INCOME 35,588 60,188 27,202
Net income attributable to restricted shares ( 383 ) ( 381 ) ( 311 )
NET INCOME ATTRIBUTABLE TO AMERICAN ASSETS TRUST, L.P.
+Added: $ 35,205 $ 59,807 $ 26,891
EARNINGS PER UNIT - BASIC
Earnings per unit, basic
+Added: $ 0.46 $ 0.84 $ 0.42
Weighted average units outstanding, basic 76,119,763 70,786,132 64,136,559
1 unchanged sentence
Earnings per unit, diluted
+Added: $ 0.46 $ 0.84 $ 0.42
Weighted average units outstanding, diluted 76,119,763 70,786,132 64,136,559
1 unchanged sentence
COMPREHENSIVE INCOME
−Removed: Other comprehensive (loss) gain - unrealized (loss) gain on swap derivative during the period
−Removed: Reclassification of amortization of forward starting swap included in interest expense
+Added: Net income $ 35,588 $ 60,188 $ 27,202
+Added: Other comprehensive (loss) gain - unrealized (loss) gain on swap derivatives during the period ( 3,649 ) ( 5,571 ) 120
+Added: Reclassification of amortization of forward starting swaps included in interest expense ( 1,330 ) ( 1,304 ) ( 1,279 )
Comprehensive income 30,609 53,313 26,043
7 unchanged sentences
General Partner's Capital (2)
−Removed: Accumulated Other Comprehensive Income (Loss)
−Removed: Total Capital
+Added: Accumulated Other Comprehensive Income (Loss) Total Capital
+Added: Units Amount Units Amount
Balance at December 31, 2017 17,194,980 $ 6,135 47,204,588 $ 822,259 $ 15,750 $ 844,144
−Removed: Contributions from American Assets Trust, Inc.
+Added: Net income — 7,205 — 19,997 — 27,202
Conversion of operating partnership units ( 17,372 ) 916 17,372 ( 916 ) — —
4 unchanged sentences
Units withheld for employee taxes — — ( 12,686 ) ( 527 ) — ( 527 )
−Removed: Other comprehensive loss - change in value of interest rate swap
−Removed: Other comprehensive income - unrealized gain on forward-starting interest rate swaps
−Removed: Reclassification of amortization of forward starting swap included in interest expense
+Added: Other comprehensive income - change in value of interest rate swaps — — — — 120 120
+Added: Reclassification of amortization of forward starting swaps included in interest expense — — — — ( 1,279 ) ( 1,279 )
Balance at December 31, 2018 17,177,608 ( 4,477 ) 47,335,409 792,357 14,591 802,471
+Added: Net income — 14,089 — 46,099 — 60,188
+Added: Contributions from American Assets Trust, Inc.
+Added: — — 11,871,552 515,354 — 515,354
Conversion of operating partnership units ( 787,060 ) ( 12,987 ) 787,060 12,987 — —
4 unchanged sentences
Units withheld for employee taxes — — ( 28,160 ) ( 1,338 ) — ( 1,338 )
−Removed: Other comprehensive income - change in value of interest rate swap
−Removed: Reclassification of amortization of forward starting swap included in interest expense
+Added: Other comprehensive loss - change in value of interest rate swaps — — — — ( 6,084 ) ( 6,084 )
+Added: Other comprehensive income - unrealized gain on forward-starting interest rate swap — — — — 513 513
+Added: Reclassification of amortization of forward starting swaps included in interest expense — — — — ( 1,304 ) ( 1,304 )
Balance at December 31, 2019 16,390,548 ( 22,281 ) 60,068,228 1,308,237 7,716 1,293,672
−Removed: Contributions from American Assets Trust, Inc.
+Added: Net income — 7,545 — 28,043 — 35,588
Conversion of operating partnership units ( 209,011 ) 12,001 209,011 ( 12,001 ) — —
4 unchanged sentences
Units withheld for employee taxes — — ( 23,435 ) ( 672 ) — ( 672 )
−Removed: Other comprehensive loss - change in value of interest rate swap
−Removed: Other comprehensive income - unrealized gain on forward-starting interest rate swaps
−Removed: Reclassification of amortization of forward-starting swap included in interest expense
+Added: Other comprehensive loss - change in value of interest rate swaps — — — — ( 3,649 ) ( 3,649 )
+Added: Reclassification of amortization of forward-starting swaps included in interest expense — — — — ( 1,330 ) ( 1,330 )
Balance at December 31, 2020 16,181,537 $ ( 19,020 ) 60,476,292 $ 1,269,689 $ 2,737 $ 1,253,406
6 unchanged sentences
Year Ended December 31,
+Added: 2020 2019 2018
OPERATING ACTIVITIES
+Added: Net income $ 35,588 $ 60,188 $ 27,202
Adjustments to reconcile net income to net cash provided by operating activities:
2 unchanged sentences
Amortization of debt issuance costs and debt fair value adjustments 1,477 1,467 1,530
+Added: Provision for uncollectable rental income 18,427 1,751 790
Gain on sale of real estate — ( 633 ) —
3 unchanged sentences
Other noncash interest expense ( 1,330 ) ( 1,304 ) ( 1,279 )
+Added: Other, net ( 695 ) 4,746 ( 407 )
Changes in operating assets and liabilities
−Removed: Change in accounts receivable
+Added: Change in accounts receivable and deferred rent receivables ( 4,940 ) ( 1,071 ) ( 336 )
Change in other assets 141 ( 2,420 ) ( 227 )
16 unchanged sentences
Contributions from American Assets Trust, Inc.
+Added: — 515,354 ( 236 )
Distributions ( 76,510 ) ( 80,605 ) ( 70,228 )
6 unchanged sentences
Year ended December 31,
+Added: 2020 2019 2018
Cash and cash equivalents $ 137,333 $ 99,303 $ 47,956
20 unchanged sentences
A summary of the properties owned by us is as follows:
−Removed: Carmel Country Plaza
−Removed: Gateway Marketplace
−Removed: Alamo Quarry Market
−Removed: Carmel Mountain Plaza
−Removed: Del Monte Center
−Removed: Hassalo on Eighth - Retail
−Removed: South Bay Marketplace
−Removed: Geary Marketplace
−Removed: Lomas Santa Fe Plaza
−Removed: The Shops at Kalakaua
−Removed: Solana Beach Towne Centre
−Removed: Waikele Center
−Removed: La Jolla Commons
−Removed: One Beach Street
−Removed: Torrey Reserve Campus
−Removed: Lloyd District Portfolio
−Removed: Solana Crossing (formerly Solana Beach Corporate Centre)
−Removed: City Center Bellevue
+Added: Carmel Country Plaza Gateway Marketplace Alamo Quarry Market
+Added: Carmel Mountain Plaza Del Monte Center Hassalo on Eighth - Retail
+Added: South Bay Marketplace Geary Marketplace
+Added: Lomas Santa Fe Plaza The Shops at Kalakaua
+Added: Solana Beach Towne Centre Waikele Center
+Added: La Jolla Commons One Beach Street
+Added: Torrey Reserve Campus First & Main
+Added: Torrey Point Lloyd District Portfolio
+Added: Solana Crossing (formerly Solana Beach Corporate Centre) City Center Bellevue
The Landmark at One Market
−Removed: Loma Palisades
−Removed: Hassalo on Eighth - Multifamily
+Added: Loma Palisades Hassalo on Eighth - Multifamily
Imperial Beach Gardens
12 unchanged sentences
Certain reclassifications have been made to conform to current period presentation.
+Added: Impact of COVID-19
+Added: We are unable to predict the impact that the COVID-19 pandemic will have on our financial condition, results of operations and cash flows due to numerous uncertainties.
+Added: These uncertainties include the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact and the direct and indirect economic effects of the pandemic and containment measures, among others.
+Added: The outbreak of COVID-19 in many countries, including the United States, has significantly adversely impacted global economic activity and has contributed to significant volatility and negative pressure in financial markets.
+Added: The global impact of the outbreak has been rapidly evolving and, as cases of COVID-19 have continued to be identified in additional countries, including the United States, have reacted by instituting quarantines, mandating business and school closures and restricting travel.
+Added: Certain states and cities, including where we own properties, have development sites and where our principal place of business is located, have also reacted by instituting quarantines, restrictions on travel, "stay-at-home" orders or “shelter in place” rules, social distancing measures, restrictions on types of business that may continue to operate, and/or restrictions on the types of construction projects that may continue.
+Added: The Company cannot predict when restrictions or social distancing measures currently in place will expire.
+Added: Even after certain of such restrictions are lifted or reduced, the willingness of customers to visit certain of out tenants' businesses may be reduced due to lingering concerns regarding the continued risk of COVID-19 transmission and heightened sensitivity to risks associated with the transmission of other diseases.
+Added: As a result, the COVID-19 pandemic is negatively impacting almost every industry directly or indirectly, including industries in which the Company and our tenants operate.
+Added: Further, the impacts of a potential worsening of global economic conditions and the continued disruptions to, and volatility in, the credit and financial markets, consumer spending as well as other unanticipated consequences remain unknown.
Use of Estimates
5 unchanged sentences
Year Ended December 31,
+Added: 2020 2019 2018
Supplemental cash flow information
16 unchanged sentences
When we determine that the tenant is the owner of tenant improvements, tenant allowances are recorded as lease incentives and we commence revenue recognition and lease incentive amortization when possession or control of the space is turned over to the tenant for tenant work to begin.
−Removed: Percentage rents, which represent additional rents based upon the level of sales achieved by
−Removed: certain tenants, are recognized at the end of the lease year or earlier if we have determined the required sales level is achieved and the percentage rents are collectible.
+Added: Percentage rents, which represent additional rents based upon the level of sales achieved by certain tenants, are recognized at the end of the lease year or earlier if we have determined the required sales level is achieved and the percentage rents are collectible.
Real estate tax and other cost reimbursements are recognized on an accrual basis over the periods in which the related expenditures are incurred.
14 unchanged sentences
We make estimates of the collectability of our current accounts receivable and straight-line rents receivable which requires significant judgment by management.
−Removed: The collectability of receivables is affected by numerous different factors including current economic conditions, tenant bankruptcies, the status of collectability of current cash rents receivable, tenants' recent and historical financial and operating results, changes in our tenants' credit ratings, communications between our operating personnel and tenants, the extent of security deposits and letters of credits held with respect to tenants, and the ability of the tenant to perform under the terms of their lease agreement.
−Removed: If our assessment of these factors indicates it is probable that we will be unable to collect substantially all rents, we recognize a charge to rental income and limit our rental income to the lesser of lease income on a straight-line basis plus variable rents when they become accruable or cash collected.
+Added: The collectability of receivables is affected by numerous different factors including current economic trends, including the impact of the COVID-19 pandemic on tenant's businesses and changes in tenants' payment patterns, tenant bankruptcies, the status of collectability of current cash rents receivable, tenants' recent and historical financial and operating results, changes in our tenants' credit ratings, communications between our operating personnel and tenants, the extent of security deposits and letters of credits held with respect to tenants, and the ability of the tenant to perform under the terms of their lease agreement when evaluating the adequacy of the allowance for doubtful accounts.
+Added: If our assessment of these factors indicates that it is no longer probable that we will be able to collect substantially all rents, we recognize a charge to rental income and limit our rental income to the lesser of lease income on a straight-line basis plus variable rents when they become accruable or cash collected.
If we change our conclusion regarding the probability of collecting rent payments required by a lessee, we may recognize an adjustment to rental income in the period we make a change to our prior conclusion.
At December 31, 2020 and December 31, 2019, our allowance for doubtful accounts was $ 10.0 million and $ 1.2 million, respectively.
−Removed: Our allowance for deferred rent receivables at December 31, 2019 and December 31, 2018 was $ 0.5 million and $ 0.3 million , respectively.
−Removed: Total bad debt expense was $ 1.8 million , $ 0.8 million and $ 0.8 million for the years ended December 31, 2019 , 2018 and 2017 , respectively.
−Removed: Total bad debt expense for the year ended December 31, 2019 was included as a reduction to rental income on the statement of income while the total bad debt expense for the years ended December 31, 2018 and 2017 were included in rental income on the statement of income.
+Added: Total collectability related adjustments for rental income, which includes the our allowance for doubtful accounts and deferred rent receivables, was $ 18.4 million, $ 1.8 million and $ 0.8 million for the years ended December 31, 2020, 2019 and 2018, respectively.
+Added: Total collectability related adjustments for the years ended December 31, 2020 and 2019 were included as a reduction to rental income on the consolidated statements of comprehensive income while the total collectability related adjustments for the years ended December 31, 2018 were included in rental expenses on the consolidated statements of comprehensive income.
+Added: During the year ended December 31, 2020, we provided lease concessions to certain tenants, primarily within the retail segment, as a result of the COVID-19 pandemic, in the form of rent deferrals and abatements.
+Added: These lease concessions generally included an increase in our rights as a lessor.
+Added: We assess each lease concession and determine whether it represents a lease modifications under Accounting Standards Codification Topic 842, Leases ("ASC 842").
+Added: The FASB staff provided guidance that it would be acceptable for entities to make an election to account for lease concessions related to the effects of the COVID-19 pandemic consistent with how those concessions would be accounted for under ASC 842 as though enforceable rights and obligations for those concessions existed in the existing lease contract, as long as the concession does not result in a substantial increase in the rights of the lessor or the obligations of the lessee, thereby not requiring entities to apply lease modification guidance to those contracts.
+Added: The Company has elected to account for such COVID-19 concessions as lease modifications.
+Added: As of December 31, 2020, we have entered into lease modifications that resulted in adjustments (including rent deferrals and other monetary lease concessions) believed to be caused by the COVID-19 pandemic for approximately $ 13.4 million or 4 % of the rent originally contracted for the year ended December 31, 2020.
Effective January 1, 2018, (upon the adoption of ASU 2014-09, Revenue from Contracts with Customers ) sales of real estate are recognized generally upon the transfer of control, which usually occurs when the real estate is legally sold.
33 unchanged sentences
Properties held for sale are recorded at the lower of the carrying amount or the expected sales price less costs to sell.
+Added: As discussed above, as a result of the COVID-19 pandemic, certain of the our tenants may be unable to operate their businesses, maintain profitability and make timely rental payments under their leases.
+Added: Accordingly, the reduction of estimated future cash flows could result in the recognition of an impairment charge on certain of our long-lived assets.
+Added: Management does not believe that the value of our real estate investments was impaired at December 31, 2020 or December 31, 2019.
There were no impairment charges during the years ended December 31, 2020, 2019 and 2018.
74 unchanged sentences
The lessor model stays substantially the same;
−Removed: however, there were modifications to conform lessor accounting with the lessee model, eliminate real estate specific guidance, further define certain lease and non-lease components, and change the definition of initial direct costs of leases.
+Added: however, there were modifications to conform lessor accounting with the lessee model, eliminate
+Added: real estate specific guidance, further define certain lease and non-lease components, and change the definition of initial direct costs of leases.
We adopted the provisions of ASU No.
4 unchanged sentences
The company elected the practical expedient, which allows the company the ability to combine the lease and non-lease components if the underlying asset meets the criteria above.
−Removed: Due to our election of the practical expedient approach, for the year ended December 31, 2019, approximately $ 38.4 million of non-lease components are combined with lease rental income.
+Added: Due to our election of the practical expedient approach, for the year ended December 31, 2020 and 2019, approximately $ 37.6 million and $ 38.4 million, respectively, of non-lease components are combined with lease rental income.
ASU 2018-11 also includes an optional transition method in addition to the existing requirements for transition to the new standard by recognizing a cumulative effect adjustment to the opening balance sheet of retained earnings in the period of adoption.
4 unchanged sentences
Effective January 1, 2019, approximately $ 0.8 million of deferred rent expense was reclassified to lease liability within the other liabilities and deferred credits, net.
−Removed: As of December 31, 2019, the remaining contractual payments under lease agreements for which the company is the lessee aggregated approximately $ 5.6 million .
+Added: As of December 31, 2020 and 2019, the remaining contractual payments under lease agreements for which the company is the lessee aggregated approximately $ 36.4 million and $ 5.6 million, respectively.
In May 2014, the FASB issued ASU No.
10 unchanged sentences
2016-13, Financial Instruments - Credit Topics .
−Removed: The pronouncement requires
−Removed: companies to adopt a new approach to estimating credit losses on certain types of financial instruments, such as trade and other
−Removed: receivables and loans.
−Removed: The standard requires entities to estimate a lifetime expected credit loss for most financial instruments,
−Removed: including trade receivables.
−Removed: The pronouncement is effective for fiscal years and for interim periods within those fiscal years,
−Removed: beginning after December 15, 2019, with early adoption permitted.
−Removed: In November 2018, the FASB issued ASU 2018-19,
−Removed: Codification Improvements to Topic 326, Financial Instruments - Credit Losses , which clarifies that receivables arising from
−Removed: operating leases are not within the scope of the pronouncement.
−Removed: We evaluated the impact this pronouncement will
−Removed: have on our consolidated financial statements and do not believe that the pronouncement will have a material impact on our consolidated financial statements as the majority of our receivables are derived from operating leases and
−Removed: are excluded from this standard.
+Added: The pronouncement requires companies to adopt a new approach to estimating credit losses on certain types of financial instruments, such as trade and other receivables and loans.
+Added: The standard requires entities to estimate a lifetime expected credit loss for most financial instruments, including trade receivables.
+Added: The pronouncement is effective for fiscal years and for interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted.
+Added: In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses , which clarifies that receivables arising from operating leases are not within the scope of the pronouncement.
+Added: We adopted the provisions of ASU No.
+Added: 2016-13 effective January 1, 2020 and the adoption did not have a material impact on our consolidated financial statements as the majority of our receivables are derived from operating leases and are excluded from this standard.
+Added: In March 2020, the FASB issued ASU No.
+Added: 2020-04, Reference Rate Reform (Topic 848) , which provides the principles for the recognition, measurement, presentation and disclosure of leases.
+Added: This ASU provides companies with optional practical expedients to ease the accounting burden for contract modifications associated with transitioning away from LIBOR and other interbank offered rates that are expected to be discontinued as part of reference rate reform.
+Added: For hedges, the guidance generally allows changes to the reference rate and other critical terms without having to de-designate the hedging relationship, as well as allows the shortcut method to continue to be applied.
+Added: For contract modifications, changes in the reference rate or other critical terms will be treated as a continuation of the prior contract.
+Added: This guidance can be applied immediately, however, is
+Added: generally only available through December 31, 2022.
+Added: We are still evaluating the impact of reference rate reform and whether we will apply any of these practical expedients.
A summary of our real estate investments is as follows (in thousands):
+Added: Retail Office Multifamily Mixed-Use Total
December 31, 2020
+Added: Land $ 254,016 $ 225,238 $ 72,668 $ 76,635 $ 628,557
+Added: Buildings 526,522 1,137,711 392,224 128,477 2,184,934
Land improvements 47,425 11,672 7,346 2,606 69,049
1 unchanged sentence
Furniture, fixtures, and equipment
+Added: 1,069 3,236 16,480 15,651 36,436
Construction in progress 5,170 43,595 1,831 663 51,259 (1)
+Added: 922,528 1,607,875 490,549 225,922 3,246,874
Accumulated depreciation ( 314,610 ) ( 290,768 ) ( 100,745 ) ( 48,017 ) ( 754,140 )
1 unchanged sentence
December 31, 2019
+Added: Land $ 254,016 $ 225,238 $ 72,668 $ 76,635 $ 628,557
+Added: Buildings 523,645 1,132,990 390,379 126,726 2,173,740
Land improvements 46,335 11,097 7,106 2,606 67,144
1 unchanged sentence
Furniture, fixtures, and equipment
+Added: 911 3,065 14,995 7,187 26,158
Construction in progress 6,487 35,397 2,212 7,381 51,477 (1)
+Added: 919,101 1,559,449 487,360 222,787 3,188,697
Accumulated depreciation ( 294,189 ) ( 241,595 ) ( 86,208 ) ( 43,230 ) ( 665,222 )
4 unchanged sentences
The sales price of this property was approximately $ 9.4 million, less costs to sell, and resulted in net proceeds to us of approximately $ 9.4 million.
−Removed: Accordingly, we recorded a gain on sale of approximately $ 0.6 million and nil for the years ended December 31, 2019 and 2018, respectively.
+Added: Accordingly, we recorded a gain on sale of approximately nil , $ 0.6 million and nil for the years ended December 31, 2020, 2019, and 2018, respectively.
Property Asset Acquisitions
−Removed: On April 28, 2017, we acquired the Pacific Ridge Apartments, a 533 -unit luxury apartment community located in San
−Removed: Diego, California.
−Removed: The purchase price was approximately $ 232 million, excluding closing costs of approximately $ 0.1 million .
−Removed: On July 6, 2017, we acquired Gateway Marketplace, an approximately 128,000 square feet dual-grocery anchored
−Removed: shopping center located in Chula Vista, California.
−Removed: The purchase price was approximately $ 42 million , excluding closing costs
−Removed: of approximately $ 0.1 million .
On June 20, 2019, we acquired La Jolla Commons, consisting of two office towers totaling approximately 724,000 square feet, an entitled development parcel and two parking structures, located in San Diego, California.
The acquisition was classified as an asset acquisition with a purchase price of approximately $ 525 million, less seller credits of (i) approximately $ 11.5 million for speculative lease-up, (ii) approximately $ 4.2 million for assumed contractual liabilities (iii) and approximately $ 1.7 million for closing prorations, excluding closing costs of approximately $ 0.2 million.
−Removed: The property was acquired with proceeds
−Removed: from an underwritten public offering and borrowings under the company's Second Amended and Restated Credit Facility (defined herein).
+Added: The property was acquired with proceeds from an underwritten public offering and borrowings under the company's Second Amended and Restated Credit Facility (defined herein).
The financial information set forth below summarizes the company’s purchase price allocations for La Jolla Commons during the year ended December 31, 2019 (in thousands):
La Jolla Commons
+Added: Land $ 82,759
+Added: Building 361,471
Land improvements 1,359
12 unchanged sentences
June 20, 2019 through December 31, 2019
+Added: Revenues $ 20,579
Operating expenses $ 18,140
5 unchanged sentences
The pro forma financial information set forth below is presented for informational purposes only and may not be indicative of what actual results of operations would have been had the transactions occurred at the beginning of 2018, nor does it purport to represent the results of future operations (in thousands).
−Removed: Year Ended December 31, 2019
−Removed: Year Ended December 31, 2018
+Added: Year Ended December 31, 2019 Year Ended December 31, 2018
+Added: As Reported ProForma As Reported ProForma
Total revenue $ 366,741 $ 383,125 $ 330,867 $ 365,326
1 unchanged sentence
Operating income $ 113,685 $ 119,018 $ 79,535 $ 84,073
+Added: Net income $ 60,188 $ 64,278 $ 27,202 $ 30,662
ACQUIRED IN-PLACE LEASES AND ABOVE/BELOW MARKET LEASES
The following summarizes our acquired lease intangibles, which are included in other assets and other liabilities and deferred credits (in thousands):
−Removed: December 31, 2019
−Removed: December 31, 2018
+Added: December 31, 2020 December 31, 2019
In-place leases $ 60,965 $ 63,896
13 unchanged sentences
Year Ended December 31,
+Added: 2020 2019 2018
Amortization of in-place leases $ ( 5,018 ) $ ( 4,762 ) $ ( 2,090 )
3 unchanged sentences
As of December 31, 2020, the amortization for acquired leases during the next five years and thereafter, assuming no early lease terminations, is as follows (in thousands):
+Added: Leases Above Market
+Added: Leases Below Market
Year Ending December 31,
+Added: 2021 $ 4,215 $ 28 $ 3,035
+Added: 2022 3,560 28 2,467
+Added: 2023 3,341 26 2,232
+Added: 2024 3,156 24 1,932
+Added: 2025 2,918 15 1,564
+Added: Thereafter 9,017 — 10,228
+Added: $ 26,207 $ 121 $ 21,458
FAIR VALUE OF FINANCIAL INSTRUMENTS
11 unchanged sentences
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):
−Removed: December 31, 2019
−Removed: December 31, 2018
+Added: December 31, 2020 December 31, 2019
+Added: Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Deferred compensation liability $ — $ 2,059 $ — $ 2,059 $ — $ 1,669 $ — $ 1,669
7 unchanged sentences
A summary of the carrying amount and fair value of our financial instruments, all of which are based on Level 2 inputs, is as follows (in thousands):
−Removed: December 31, 2019
−Removed: December 31, 2018
−Removed: Carrying Value
−Removed: Carrying Value
+Added: December 31, 2020 December 31, 2019
+Added: Carrying Value Fair Value Carrying Value Fair Value
Secured notes payable
+Added: $ 110,923 $ 114,074 $ 161,879 $ 166,885
Unsecured term loan
+Added: $ 249,233 $ 250,000 $ 248,864 $ 250,000
Unsecured senior guaranteed notes $ 947,444 $ 1,017,378 $ 946,916 $ 975,291
1 unchanged sentence
Other assets consist of the following (in thousands):
−Removed: December 31, 2019
−Removed: December 31, 2018
+Added: December 31, 2020 December 31, 2019
Leasing commissions, net of accumulated amortization of $ 35,167 and $ 30,775 , respectively
+Added: $ 38,173 $ 42,539
Interest rate swap asset
10 unchanged sentences
Other liabilities and deferred credits consist of the following (in thousands):
−Removed: December 31, 2019
−Removed: December 31, 2018
+Added: December 31, 2020 December 31, 2019
Acquired below market leases, net $ 21,458 $ 25,452
18 unchanged sentences
The following is a summary of the Operating Partnership's total secured notes payable outstanding as of December 31, 2020 and December 31, 2019 (in thousands):
−Removed: Description of Debt
−Removed: Principal Balance as of
−Removed: Stated Interest Rate
−Removed: Stated Maturity Date
−Removed: December 31, 2019
−Removed: December 31, 2018
−Removed: as of December 31, 2019
−Removed: Torrey Reserve—North Court (1)(2)
+Added: Description of Debt Principal Balance as of Stated Interest Rate Stated Maturity Date
+Added: December 31, 2020 December 31, 2019 as of December 31, 2020
Torrey Reserve—VCI, VCII, VCIII (1)(2)
+Added: — 6,498 6.36 % June 1, 2020
Solana Beach Corporate Centre I-II (1)(2)
+Added: — 10,270 5.91 % June 1, 2020
Solana Beach Towne Centre (1)(2)
+Added: — 34,235 5.91 % June 1, 2020
City Center Bellevue (3)
111,000 111,000 3.98 % November 1, 2022
+Added: 111,000 162,003
Debt issuance costs, net of accumulated amortization of $ 345 and $ 449 , respectively
+Added: ( 77 ) ( 124 )
Total Secured Notes Payable $ 110,923 $ 161,879
6 unchanged sentences
The following is a summary of the Operating Partnership's total unsecured notes payable outstanding as of December 31, 2020 and December 31, 2019 (in thousands):
−Removed: Description of Debt
−Removed: Principal Balance as of
−Removed: Stated Interest Rate
−Removed: Stated Maturity Date
−Removed: December 31, 2019
−Removed: December 31, 2018
−Removed: as of December 31, 2019
+Added: Description of Debt Principal Balance as of Stated Interest Rate Stated Maturity Date
+Added: December 31, 2020 December 31, 2019 as of December 31, 2020
+Added: Term Loan A $ 100,000 $ 100,000 Variable (1)
January 9, 2022
1 unchanged sentence
October 31, 2021
+Added: Term Loan B 100,000 100,000 Variable (3)
March 1, 2023
+Added: Term Loan C 50,000 50,000 Variable (4)
March 1, 2023
1 unchanged sentence
July 19, 2024
−Removed: Senior Guaranteed Notes, Series B
−Removed: February 2, 2025
−Removed: Senior Guaranteed Notes, Series C
−Removed: April 1, 2025
+Added: Senior Guaranteed Notes, Series B 100,000 100,000 4.45 % February 2, 2025
+Added: Senior Guaranteed Notes, Series C 100,000 100,000 4.50 % April 1, 2025
Senior Guaranteed Notes, Series D 250,000 250,000 4.29 % (6)
3 unchanged sentences
July 30, 2030
+Added: 1,200,000 1,200,000
Debt issuance costs, net of accumulated amortization of $ 8,856 and $ 7,835 , respectively
+Added: ( 3,323 ) ( 4,220 )
Total Unsecured Notes Payable $ 1,196,677 $ 1,195,780
−Removed: The company has entered into an interest rate swap agreement that is intended to fix the interest rate associated with the Term Loan at approximately 3.08 % through its maturity date and extension options, subject to adjustments based on the Operating Partnership's consolidated leverage ratio.
+Added: (1) The Operating Partnership has entered into an interest rate swap agreement that is intended to fix the interest rate associated with Term Loan A at approximately 4.13 % through its January 9, 2021, subject to adjustments based on our consolidated leverage ratio.
+Added: Subsequent to January 9, 2021, the interest rate associated with Term Loan A will be variable as described below.
(2) The company entered into a one month forward-starting seven years swap contract on August 19, 2014, which was settled on September 19, 2014 at a gain of approximately $ 1.6 million (see Note 8).
The forward-starting seven-year swap contract was deemed to be a highly effective cash flow hedge, accordingly, the effective interest rate is approximately 3.88 % per annum.
+Added: On January 26, 2021, we prepaid the entirety of the Senior Guaranteed Notes, Series A with make-whole premium thereon.
(3) The Operating Partnership has entered into an interest rate swap agreement that is intended to fix the interest rate associated with Term Loan B at approximately 3.15 % through its maturity date, subject to adjustments based on our consolidated leverage ratio.
29 unchanged sentences
The Series A Notes, the Series B Notes and the Series C Notes will pay interest quarterly on the last day of January, April, July and October until their respective maturities.
+Added: On January 26, 2021, we repaid the entirety of the $ 150.0 million Series A Notes with a make-whole payment (as defined in the Note Purchase Agreement) of approximately $ 3.9 million.
On March 1, 2017, the Operating Partnership entered into a Note Purchase Agreement for the private placement of $ 250 million of 4.29 % Senior Guaranteed Notes, Series D, due March 1, 2027 (the "Series D Notes").
4 unchanged sentences
The Series F Notes were issued on July 19, 2017 and will pay interest semi-annually on the 31st of January and July until their respective maturities.
−Removed: On July 30, 2019, the Operating Partnership entered into a Note Purchase Agreement for the private placement of $ 150 million of 3.91 % Senior Guaranteed Notes, Series G, due July 30, 2030 (the "Series G Notes" and collectively with the Series A Notes, Series B Notes, Series C Notes, Series D Notes, Series E Notes, and Series G Notes are referred to herein as, the
−Removed: “Notes".) The Series G Notes were issued on July 30, 2019 and will pay interest semi-annually on the 30th of July and January until their maturity.
−Removed: The Operating Partnership may prepay at any time all, or from time to time any part of, the Notes, in an amount not less than 5 % of the aggregate principal amount of any series of the Notes then outstanding in the case of a partial prepayment, at 100 % of the principal amount so prepaid plus a Make-Whole Amount (as defined in the Note Purchase Agreement).
+Added: On July 30, 2019, the Operating Partnership entered into a Note Purchase Agreement for the private placement of $ 150 million of 3.91 % Senior Guaranteed Notes, Series G, due July 30, 2030 (the "Series G Notes" and collectively with the Series A
+Added: Notes, Series B Notes, Series C Notes, Series D Notes, Series E Notes, and Series G Notes are referred to herein as, the “Notes".) The Series G Notes were issued on July 30, 2019 and will pay interest semi-annually on the 30th of July and January until their maturity.
+Added: The Operating Partnership may prepay at any time all, or from time to time any part of, the Notes, in an amount not less than 5 % of the aggregate principal amount of any series of the Notes then outstanding in the case of a partial prepayment, at 100 % of the principal amount so prepaid plus a Make-Whole Amount.
The Note Purchase Agreements contain a number of customary financial covenants, including, without limitation, tangible net worth thresholds, secured and unsecured leverage ratios and fixed charge coverage ratios.
4 unchanged sentences
Scheduled principal payments on secured and unsecured notes payable as of December 31, 2020 are as follows (in thousands):
+Added: 2021 $ 150,000
+Added: Thereafter 500,000
Credit Facility
27 unchanged sentences
The Second Amended and Restated Credit Facility has an accordion feature that may allow us to increase the availability thereunder up to an additional $ 250 million, subject to meeting specified requirements and obtaining additional commitments from lenders.
−Removed: At December 31, 2019 , there was no outstanding balance under the Revolver Loan and we had incurred approximately $ 1.3 million of debt issuance costs, net, which are recorded in other assets, net on the consolidated balance sheet.
+Added: At December 31, 2020, there was $ 100 million outstanding balance under the Revolver Loan and we had incurred approximately $ 0.8 million of debt issuance costs, net, which are recorded in other assets, net on the consolidated balance sheet.
Borrowings under the Second Amended and Restated Credit Facility initially bear interest at floating rates equal to, at our option, either (1) LIBOR , plus a spread which ranges from (a) 1.05 % to 1.50 % (with respect to the Revolver Loan) and (b) 1.30 % to 1.90 % (with respect to Term Loan A), in each case based on our consolidated leverage ratio, or (2) a base rate equal to the highest of (a) the prime rate , (b) the federal funds rate plus 50 bps or (c) LIBOR plus 100 bps, plus a spread which ranges from (i) 0.10 % to 0.50 % (with respect to the Revolver Loan) and (ii) 0.30 % to 0.90 % (with respect to Term Loan A), in each case based on our consolidated leverage ratio.
4 unchanged sentences
On January 9, 2019, we entered into the first amendment (“First Amendment”) to the Second Amended and Restated Credit Facility, which extended the maturity date of Term Loan A to January 9, 2021, subject to three , one year extension options.
−Removed: Additionally, in connection with the First Amendment, borrowings under the Second Amended and Restated Credit Facility with respect to Term Loan bear interest at floating rates equal to, at our option, either (1) LIBOR , plus a spread which ranges from 1.20 % to 1.70 % based on our consolidated total leverage ratio, or (2) a base rate equal to the highest of (a) the prime rate , (b) the
−Removed: federal funds rate plus 50 bps or (c) the Eurodollar rate plus 100 bps, in each case plus a spread which ranges from 0.20 % to 0.70 % based on our consolidated total leverage ratio.
+Added: On October 16, 2020, we exercised an option to extend the maturity date of Term Loan A to January 9, 2022.
+Added: Additionally, in connection with the First Amendment, borrowings under the Second Amended and Restated Credit Facility
+Added: with respect to Term Loan bear interest at floating rates equal to, at our option, either (1) LIBOR , plus a spread which ranges from 1.20 % to 1.70 % based on our consolidated total leverage ratio, or (2) a base rate equal to the highest of (a) the prime rate , (b) the federal funds rate plus 50 bps or (c) the Eurodollar rate plus 100 bps, in each case plus a spread which ranges from 0.20 % to 0.70 % based on our consolidated total leverage ratio.
The foregoing rates are more favorable than previously contained in the Second Amended and Restated Credit Facility (prior to entry into the First Amendment) with respect to Term Loan A.
13 unchanged sentences
Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for us making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
−Removed: Concurrent with the closing of our amended and restated credit facility, we entered into an interest rate swap agreement that is intended to fix the interest rate associated with our term loan of $ 100 million at approximately 3.08 % through its maturity date and extension options, subject to adjustments based on our consolidated leverage ratio.
+Added: Concurrent with the closing of our second amended and restated credit facility, we entered into an interest rate swap agreement that is intended to fix the interest rate associated with our term loan of $ 100 million at approximately 4.13 % through its original maturity date, subject to adjustments based on our consolidated leverage ratio.
On January 29, 2016, we entered into a forward-starting interest rate swap contract with U.S.
5 unchanged sentences
The forward-starting seven-year swap contract accrual period, May 2, 2016 to March 1, 2023 , was designed to match the expected tenor of our then prospective incremental $ 50 million seven years term loan, which successfully closed on May 2, 2016.
−Removed: On March 29, 2016, we entered into a forward-starting interest rate swap contract with Wells Fargo Bank, National Association to reduce the interest rate variability exposure of the projected interest cash flows of our prospective new ten-year
−Removed: debt offering (private placement, investment grade bonds, term loan or otherwise) (anticipated to close on or before March 31, 2017 ).
+Added: On March 29, 2016, we entered into a forward-starting interest rate swap contract with Wells Fargo Bank, National Association to reduce the interest rate variability exposure of the projected interest cash flows of our prospective new ten-year debt offering (private placement, investment grade bonds, term loan or otherwise) (anticipated to close on or before March 31, 2017 ).
The forward-starting ten years swap contract had a notional amount of $ 150 million, a termination date of March 31, 2027 , a fixed pay rate of 1.8800 %, and a receive rate equal to the three-month LIBOR, with fixed rate payments due semi-annually commencing September 29, 2017, floating payments due semi-annually commencing September 29, 2017, and floating reset dates the first day of each quarterly period.
22 unchanged sentences
The forward-starting interest rate swap contracts have been deemed to be highly effective cash flow hedges and we elected to designate all the forward-starting swap contracts as accounting hedges.
+Added: On August 11, 2020, we entered into a treasury lock contract (the "August 2020 Treasury Lock") with Wells Fargo Bank, N.A., to reduce the interest rate variability exposure of the projected interest cash flows of a then prospective future financing.
+Added: The treasury lock contract had a notional amount of $ 200 million, termination date of November 12, 2020 , a fixed pay rate of 0.7115 %, and a receive rate equal to the ten years treasury rate on the settlement date.
+Added: We determined that there was no compelling reason from a capital requirement perspective to move forward with the prospective financing at prevailing rates and, as a result, on October 1, 2020, we settled the August 2020 Treasury Lock, resulting in no gain or loss.
The following is a summary of the terms of the interest rate swaps as of December 31, 2020 (dollars in thousands):
−Removed: Swap Counterparty
−Removed: Notional Amount
−Removed: Effective Date
−Removed: Maturity Date
+Added: Swap Counterparty Notional Amount Effective Date Maturity Date Fair Value
Bank of America, N.A.
+Added: $ 100,000 1/9/2019 1/9/2021 $ ( 85 )
+Added: $ 100,000 3/1/2016 3/1/2023 $ ( 2,972 )
Wells Fargo Bank, N.A.
+Added: $ 50,000 5/2/2016 3/1/2023 $ ( 1,474 )
The effective portion of changes in the fair value of the derivatives that are designated as cash flow hedges are being recorded as accumulated other comprehensive income and will be subsequently reclassified into earnings during the period in which the hedged forecasted transaction affects earnings.
26 unchanged sentences
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.
−Removed: For the year ended December 31, 2019, we issued 946,552 shares of common stock through the ATM equity program at a weighted average price per share of $ 46.04 for gross proceeds of $ 43.6 million and paid $ 0.4 million in sales agent compensation and $ 0.5 million in additional offering expenses related to the sales of these shares of common stock.
+Added: For the year ended December 31, 2020, no shares of common stock were sold through the ATM equity program.
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 line of credit or other debt financing obligations, fund potential acquisition opportunities and/or for general corporate purposes.
11 unchanged sentences
The following table lists the dividends declared and paid on our shares of common stock and Noncontrolling Common Units for the years ended December 31, 2020, 2019 and 2018:
−Removed: Amount per Share/Unit
−Removed: Period Covered
−Removed: Dividend Paid Date
−Removed: First Quarter 2017
−Removed: January 1, 2017 to March 31, 2017
−Removed: March 30, 2017
−Removed: Second Quarter 2017
−Removed: April 1, 2017 to June 30, 2017
−Removed: June 29, 2017
−Removed: Third Quarter 2017
−Removed: July 1, 2017 to September 30, 2017
−Removed: September 28, 2017
−Removed: Fourth Quarter 2017
−Removed: October 1, 2017 to December 31, 2017
−Removed: December 21, 2017
−Removed: First Quarter 2018
−Removed: January 1, 2018 to March 31, 2018
−Removed: March 19, 2018
−Removed: Second Quarter 2018
−Removed: April 1, 2018 to June 30, 2018
−Removed: June 28, 2018
−Removed: Third Quarter 2018
−Removed: July 1, 2018 to September 30, 2018
−Removed: September 27, 2018
−Removed: Fourth Quarter 2018
−Removed: October 1, 2018 to December 31, 2018
−Removed: December 27, 2018
−Removed: First Quarter 2019
−Removed: January 1, 2019 to March 31, 2019
−Removed: March 28, 2019
−Removed: Second Quarter 2019
−Removed: April 1, 2019 to June 30, 2019
−Removed: June 27, 2019
−Removed: Third Quarter 2019
−Removed: July 1, 2019 to September 30, 2019
−Removed: September 26, 2019
−Removed: Fourth Quarter 2019
−Removed: October 1, 2019 to December 31, 2019
−Removed: December 26, 2019
+Added: Period Amount per Share/Unit Period Covered Dividend Paid Date
+Added: First Quarter 2018 $ 0.27 January 1, 2018 to March 31, 2018 March 19, 2018
+Added: Second Quarter 2018 $ 0.27 April 1, 2018 to June 30, 2018 June 28, 2018
+Added: Third Quarter 2018 $ 0.27 July 1, 2018 to September 30, 2018 September 27, 2018
+Added: Fourth Quarter 2018 $ 0.28 October 1, 2018 to December 31, 2018 December 27, 2018
+Added: First Quarter 2019 $ 0.28 January 1, 2019 to March 31, 2019 March 28, 2019
+Added: Second Quarter 2019 $ 0.28 April 1, 2019 to June 30, 2019 June 27, 2019
+Added: Third Quarter 2019 $ 0.28 July 1, 2019 to September 30, 2019 September 26, 2019
+Added: Fourth Quarter 2019 $ 0.30 October 1, 2019 to December 31, 2019 December 26, 2019
+Added: First Quarter 2020 $ 0.30 January 1, 2020 to March 31, 2020 March 26, 2020
+Added: Second Quarter 2020 $ 0.20 April 1, 2020 to June 30, 2020 June 25, 2020
+Added: Third Quarter 2020 $ 0.25 July 1, 2020 to September 30, 2020 September 24, 2020
+Added: Fourth Quarter 2020 $ 0.25 October 1, 2020 to December 31, 2020 December 24, 2020
Taxability of Dividends
2 unchanged sentences
Year Ended December 31,
+Added: 2020 2019 2018
+Added: Per Share % Per Share % Per Share %
Ordinary income $ 0.66 66.0 % $ 1.09 95.6 % $ 1.05 96.3 %
+Added: Capital gain — — % — — % — — %
Return of capital 0.34 34.0 % 0.05 4.4 % 0.04 3.7 %
+Added: Total $ 1.00 100.0 % $ 1.14 100.0 % $ 1.09 100.0 %
Stock-Based Compensation
The company has established the 2011 Equity Incentive Award Plan (the "2011 Plan"), which provides for grants to directors, employees and consultants of the company and the Operating Partnership of stock options, restricted stock, dividend equivalents, stock payments, performance shares, LTIP units, stock appreciation rights and other incentive awards.
−Removed: An aggregate of 4,054,411 shares of our common stock are authorized for issuance under awards granted pursuant to the 2011 Plan, and as of December 31, 2019 , 2,422,181 shares of common stock remain available for future issuance.
+Added: In June 2020, at the annual shareholder meeting, the shareholders approved the Amended and Restated 2011 Equity Incentive Award Plan ("Amended and Restated 2011 Plan").
+Added: An aggregate of 4,054,411 shares of our common stock are authorized for issuance under awards granted pursuant to the Amended and Restated 2011 Plan, and as of December 31, 2020, 2,477,277 shares of common stock remain available for future issuance.
The following shares of restricted common stock have been issued as of December 31, 2020:
−Removed: Fair Value at Grant Date
+Added: Grant Fair Value at Grant Date Number
June 12, 2018 (1)
+Added: $ 37.58 5,320
December 6, 2018 (2)
+Added: $ 25.68 - $ 28.18
June 11, 2019 (1)
+Added: $ 45.35 4,412
December 9, 2019 (3)
1 unchanged sentence
June 9, 2020 (1)
+Added: $ 33.29 6,008
December 4, 2020 (4)
2 unchanged sentences
These awards of restricted stock will vest subject to the director's continued service on the Board of Directors on the earlier of (i) the one year anniversary of the date of grant or (ii) the date of the next annual meeting of our stockholders, if such non-employee director continues his or her service on the Board of Directors until the next annual meeting of stockholders, but not thereafter, pursuant to our independent director compensation policy.
−Removed: Restricted common stock issued to certain of the company's senior management and other employees, which are subject to pre-defined market specific performance criteria based vesting.
−Removed: Up to one-third of the shares of restricted stock may vest based on performance calculations determined as of November 30, 2018, subject to the employee's continued employment on November 30, 2018, 2019 and 2020.
(2) Restricted common stock issued to certain of the company's senior management and other employees, which are subject to quantitative and qualitative performance criteria based vesting.
2 unchanged sentences
Up to one-third of the shares of restricted stock may vest based on such performance criteria determined as of November 30, 2020, 2021 and 2022, subject to the employee's continued employment on those dates.
+Added: (4) Restricted common stock issued to certain of the company's senior management and other employees, which are subject to quantitative and qualitative performance criteria based vesting.
+Added: Up to one-third of the shares of restricted stock may vest based on such performance criteria determined as of November 30, 2021, 2022 and 2023, subject to the employee's continued employment on those dates.
For the performance-based stock awards, the fair value of the awards was estimated using a Monte Carlo Simulation model.
5 unchanged sentences
The following table summarizes the activity of non-vested restricted stock awards during the year ended December 31, 2020:
−Removed: Weighted Average Grant Date Fair Value
+Added: Units Weighted Average Grant Date Fair Value
Balance at beginning of year 345,156 $ 28.75
+Added: Granted 317,574 20.20
+Added: Vested ( 75,687 ) 28.46
+Added: Forfeited ( 95,086 ) 27.49
Balance at end of year 491,957 $ 23.53
13 unchanged sentences
The impact of unvested Operating Partnership unit awards on EPU has been calculated using the two-class method whereby earnings are allocated to the unvested Operating Partnership unit awards based on distributions and the unvested Operating Partnership units’ participation rights in undistributed earnings (losses).
−Removed: The calculation of diluted earnings per unit for the year ended December 31, 2019 , 2018 and 2017 does not include 330,197 units, 271,905 units, and 230,602 unvested weighted average Operating Partnership units, respectively, as these equity securities are either considered contingently issuable or the effect of including these equity securities was anti-dilutive.
+Added: The calculation of diluted earnings per unit for the year ended December 31, 2020, 2019 and 2018 does not include 357,048 , 330,197 , and 271,905 unvested weighted average Operating Partnership units, respectively, as these equity securities are either considered contingently issuable or the effect of including these equity securities was anti-dilutive.
The computation of basic and diluted EPS for American Assets Trust, Inc.
1 unchanged sentence
Year Ended December 31,
+Added: 2020 2019 2018
+Added: Net income $ 35,588 $ 60,188 $ 27,202
Net income attributable to restricted shares ( 383 ) ( 381 ) ( 311 )
Income attributable to unitholders in the Operating Partnership
+Added: ( 7,545 ) ( 14,089 ) ( 7,205 )
Net income attributable to common stockholders—basic
+Added: $ 27,660 $ 45,718 $ 19,686
Income attributable to American Assets Trust, Inc.
common stockholders—basic
+Added: $ 27,660 $ 45,718 $ 19,686
Income attributable to unitholders in the Operating Partnership
+Added: 7,545 14,089 7,205
Net income attributable to common stockholders—diluted
+Added: $ 35,205 $ 59,807 $ 26,891
Weighted average common shares outstanding—basic
+Added: 59,806,309 54,110,949 46,950,812
Effect of dilutive securities—conversion of Operating Partnership units
+Added: 16,313,454 16,675,183 17,185,747
Weighted average common shares outstanding—diluted
+Added: 76,119,763 70,786,132 64,136,559
Earnings per common share, basic $ 0.46 $ 0.84 $ 0.42
9 unchanged sentences
Year Ended December 31,
−Removed: Provision for income taxes
+Added: 2020 2019 2018
+Added: Federal $ ( 542 ) $ 48 $ 60
+Added: State 412 625 465
+Added: Federal $ ( 80 ) $ 237 $ ( 6 )
+Added: State 201 ( 91 ) ( 192 )
+Added: Provision for income taxes (benefit) $ ( 9 ) $ 819 $ 327
COMMITMENTS AND CONTINGENCIES
42 unchanged sentences
For the years ended December 31, 2020 and 2019, no tenant accounted for more than 10.0 % of our total rental revenue.
−Removed: At December 31, 2019 , LPL Holdings, Inc.
−Removed: at La Jolla Commons accounted for 7.5 % of total annualized base rent.
−Removed: Three other tenants (Google LLC, Autodesk, Inc.
−Removed: , and Lowe's ) comprise 13.9 % of our total annualized base rent at December 31, 2019 , in the aggregate.
+Added: At December 31, 2020, Google LLC at The Landmark at One Market accounted for 10.0 % of total annualized base rent.
+Added: Four other tenants (LPL Holdings, Inc., Autodesk, Inc., Smartsheet, Inc., and VMware, Inc.) comprise 17.6 % of our total annualized base rent at December 31, 2020, in the aggregate.
No other tenants represent greater than 2.0 % of our total annualized base rent.
19 unchanged sentences
At December 31, 2020, we had approximately 816 leases with office and retail tenants, including the retail portion of our mixed-use property.
−Removed: Our multifamily properties are located in Southern California and Portland, Oregon, and we had approximately 1,849 leases with residential tenants at December 31, 2019 , excluding Santa Fe Park RV Resort.
+Added: Our multifamily properties are located in Southern California and Portland, Oregon, and we had 1,722 leases with residential tenants at December 31, 2020, excluding Santa Fe Park RV Resort.
As of December 31, 2020, 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 for the years ended December 31 (in thousands):
+Added: 2021 $ 222,357
+Added: Thereafter 435,100
+Added: Total $ 1,366,166
The above future minimum rentals exclude residential leases, which are typically range from seven months to fifteen months , and exclude the hotel, as rooms are rented on a nightly basis.
3 unchanged sentences
We lease real estate under operating leases.
−Removed: At The Landmark at One Market, we lease, as lessee, a building adjacent to The Landmark at One Market under an operating lease effective through June 30, 2021, which we have the option to extend until 2031 by way of two five years extension options (the "Annex Lease").
−Removed: The lease payments under the extension options provided for under the Annex Lease will be equal to the fair rental value at the time the extension option is exercised.
−Removed: The extension options are not included in the calculation of the right-of-use asset or lease liability due to electing the practical expedient to not reassess the lease term of existing leases.
+Added: At the Landmark at One Market, we lease, as lessee, a building adjacent to the Landmark at One Market under an operating lease effective through June 30, 2026, which we have the option to extend until 2031 by way of the remaining five years extension option (the "Annex Lease").
+Added: The lease payments under the extension option provided for under the Annex Lease will be equal to the fair rental value at the time the extension option is exercised.
+Added: The extension option is included in the calculation of the right-of-use asset and lease liability as we are reasonably certain of exercising the extension option.
+Added: In March 2020, we exercised a five years extension option to extend the Annex Lease through June 30, 2026, which was memorialized in a lease amendment executed in August 2020 that additionally modified other certain lease payment terms.
At Waikiki Beach Walk, we lease a portion of the building of which Quiksilver is currently in possession, under an operating lease effective through December 31, 2021.
3 unchanged sentences
Year Ending December 31,
+Added: Thereafter 19,710
Total lease payments $ 36,444
21 unchanged sentences
Year Ended December 31,
+Added: 2020 2019 2018
Minimum rents
+Added: Office $ 170,853 $ 136,118 $ 95,081
+Added: Retail 82,176 99,601 77,147
+Added: Multifamily 47,071 47,448 46,897
+Added: Mixed-Use 7,302 15,702 11,019
Cost reimbursement — — 34,584
1 unchanged sentence
Hotel revenue 17,209 40,297 40,049
+Added: Other 2,185 2,223 1,611
Total rental income $ 330,312 $ 343,865 $ 309,537
3 unchanged sentences
Year Ended December 31,
+Added: 2020 2019 2018
Rental operating $ 38,194 $ 38,331 $ 37,322
1 unchanged sentence
Repairs and maintenance 17,813 17,035 13,486
+Added: Marketing 2,023 2,538 2,108
+Added: Rent 3,955 3,372 3,216
Hawaii excise tax 2,479 4,160 4,333
4 unchanged sentences
Year Ended December 31,
+Added: 2020 2019 2018
Interest and investment income $ 436 $ 696 $ 238
−Removed: Income tax expense
+Added: Income tax benefit (expense) 9 ( 819 ) ( 327 )
Other non-operating income
Total other income (expense)
+Added: $ 447 $ ( 122 ) $ ( 85 )
RELATED PARTY TRANSACTIONS
At Torrey Reserve Campus, we previously leased space to ICW, an entity owned and controlled by Ernest Rady.
−Removed: Rental revenue recognized on the leases of $ 0.0 million , $ 0.1 million and $ 0.1 million for the years ended December 31, 2019 , 2018 and 2017 , respectively, is included in rental income.
−Removed: Additionally, on July 1, 2014, we entered into a workers' compensation insurance policy with ICW.
−Removed: The policy premium was approximately $ 0.4 million for the period July 1, 2014 through July 1, 2015.
−Removed: We renewed this policy with ICW on July 1, 2015 and the premium was approximately $ 0.2 million for the period July 1, 2015 through July 1, 2016.
−Removed: We renewed this policy with ICW on July 1, 2016 and the premium was approximately $ 0.2 million for the period July 1, 2016 through July 1, 2017.
−Removed: We renewed this policy with ICW on June 30, 2017 and the premium is approximately $ 0.2 million for the period July 1, 2017 through July 1, 2018.
−Removed: We did not renew this policy with ICW during the second quarter of 2018 and commencing July 1, 2018, we entered into a workers' compensation policy with an unaffiliated third-party insurer.
+Added: Rental revenue recognized on the leases of $ 0.0 million, $ 0.0 million and $ 0.1 million for the years ended December 31, 2020, 2019 and 2018, respectively, is included in rental income on the consolidated statements of comprehensive income..
During the first quarter of 2019, we terminated the lease agreement with American Assets, Inc.
2 unchanged sentences
Rents commenced on March 1, 2019 for an initial lease term of three years at an average annual rental rate of $ 0.2 million.
−Removed: Rental revenue recognized on the leases of $ 0.2 million and $ 0.1 million for the years ended December 31, 2019 and 2018 is included in rental income on the consolidated statements of comprehensive income.
+Added: Rental revenue recognized on the leases of $ 0.2 million, $ 0.2 million and $ 0.1 million for the years ended December 31, 2020, 2019 and 2018, respectively, is included in rental income on the consolidated statements of comprehensive income.
+Added: During the third quarter of 2020, we entered into a new lease with AAI for office space at Torrey Point to replace its existing lease at Torrey Reserve Campus.
+Added: Rents are expected to begin in January 2021 for an initial lease term of ten years at an average annual rental rate of $ 0.2 million.
At Torrey Reserve Campus, we lease space to EDisability, LLC, an entity majority owned and controlled by Ernest Rady.
−Removed: Rent revenue recognized on the lease of $ 0.2 million and $ 0.1 million for the years ended December 31, 2019 and 2018 is included in rental income on the consolidated statements of comprehensive income.
+Added: During the fourth quarter of 2020, we entered into a lease termination agreement with EDisability, LLC and entered into a new lease agreement for office space at Torrey Reserve Campus.
+Added: Rents under the new lease agreement are expected to commence June 1, 2021 for an initial three years at an average rental rate of $ 0.1 million.
+Added: Rent revenue recognized on the lease of $ 0.2 million, $ 0.2 million and $ 0.1 million for the years ended December 31, 2020, 2019 and 2018, respectively, is included in rental income on the consolidated statements of comprehensive income.
On occasion, the company utilizes aircraft services provided by AAI Aviation, Inc.
27 unchanged sentences
Year Ended December 31,
+Added: 2020 2019 2018
Property revenue 177,554 144,683 112,362
15 unchanged sentences
Year Ended December 31,
+Added: 2020 2019 2018
Total segments' profit $ 223,454 $ 234,761 $ 209,412
4 unchanged sentences
Other income (expense), net 447 ( 122 ) ( 85 )
+Added: Net income 35,588 60,188 27,202
Net income attributable to restricted shares ( 383 ) ( 381 ) ( 311 )
Net income attributable to unitholders in the Operating Partnership
+Added: ( 7,545 ) ( 14,089 ) ( 7,205 )
Net income attributable to American Assets Trust, Inc.
+Added: $ 27,660 $ 45,718 $ 19,686
The following table shows net real estate and secured note payable balances for each of the segments, along with their capital expenditures for each year (in thousands):
−Removed: December 31, 2019
−Removed: December 31, 2018
+Added: December 31, 2020 December 31, 2019
Net real estate
+Added: Office $ 1,317,107 $ 1,317,854
+Added: Retail 607,918 624,912
+Added: Multifamily 389,804 401,152
+Added: Mixed-Use 177,905 179,557
+Added: $ 2,492,734 $ 2,523,475
Secured Notes Payable (1)
+Added: Office $ 111,000 $ 127,768
+Added: Retail — 34,235
+Added: $ 111,000 $ 162,003
Capital Expenditures (2)
+Added: Office $ 52,882 $ 64,549
+Added: Retail 8,596 22,844
+Added: Multifamily 3,897 3,711
+Added: Mixed-Use 3,702 8,490
+Added: $ 69,077 $ 99,594
(1) Excludes unamortized debt issuance costs of $ 0.1 million and $ 0.1 million as of December 31, 2020 and 2019, respectively.
5 unchanged sentences
2020 September 30,
+Added: 2020 June 30,
+Added: 2020 March 31,
Total revenue $ 81,347 $ 84,374 $ 82,109 $ 96,743
Operating income 16,415 20,323 22,995 28,848
+Added: Net income 3,788 6,490 9,826 15,484
Net income attributable to restricted shares ( 123 ) ( 87 ) ( 69 ) ( 104 )
Net income loss attributable to unitholders in the Operating Partnership
+Added: ( 767 ) ( 1,365 ) ( 2,101 ) ( 3,312 )
Net income attributable to American Assets Trust, Inc.
+Added: $ 2,898 $ 5,038 $ 7,656 $ 12,068
Net income per share attributable to common stockholders - basic and diluted
+Added: $ 0.05 $ 0.08 $ 0.13 $ 0.20
Three Months Ended
2019 September 30,
+Added: 2019 June 30,
+Added: 2019 March 31,
Total revenue $ 98,947 $ 98,362 $ 84,113 $ 85,319
2 unchanged sentences
Net (income) loss attributable to restricted shares
+Added: ( 104 ) ( 92 ) ( 92 ) ( 93 )
Net (income) loss attributable to unitholders in the Operating Partnership
+Added: ( 3,536 ) ( 3,565 ) ( 2,933 ) ( 4,055 )
Net income (loss) attributable to American Assets Trust, Inc.
+Added: $ 12,845 $ 12,862 $ 8,916 $ 11,095
Net income (loss) per share attributable to common stockholders - basic and diluted
+Added: $ 0.22 $ 0.22 $ 0.18 $ 0.24
The tables below reflect selected American Assets Trust, L.P.
2 unchanged sentences
2020 September 30,
+Added: 2020 June 30,
+Added: 2020 March 31,
Total revenue $ 81,347 $ 84,374 $ 82,109 $ 96,743
Operating income 16,415 20,323 22,995 28,848
+Added: Net income 3,788 6,490 9,826 15,484
Net income attributable to restricted shares ( 123 ) ( 87 ) ( 69 ) ( 104 )
Net income attributable to American Assets Trust, L.P.
+Added: $ 3,665 $ 6,403 $ 9,757 $ 15,380
Net income per unit attributable to unit holders - basic and diluted
+Added: $ 0.05 $ 0.08 $ 0.13 $ 0.20
Three Months Ended
2019 September 30,
+Added: 2019 June 30,
+Added: 2019 March 31,
Total revenue $ 98,947 $ 98,362 $ 84,113 $ 85,319
2 unchanged sentences
Net (income) loss attributable to restricted shares
+Added: ( 104 ) ( 92 ) ( 92 ) ( 93 )
Net income (loss) attributable to American Assets Trust, L.P.
+Added: $ 16,381 $ 16,427 $ 11,849 $ 15,150
Net income per unit attributable to common unit holders - basic and diluted
+Added: $ 0.22 $ 0.22 $ 0.18 $ 0.24
+Added: SUBSEQUENT EVENTS
+Added: On January 26, 2021, we issued $ 500 million of fixed rate senior unsecured notes that mature on February 1, 2031 and bear interest at 3.375 % per annum.
+Added: The notes were priced at 98.935 % of the principal amount with a yield to maturity of 3.502 %.
+Added: The net proceeds from the note offering after net issuance discount, underwriting fees, and other costs were approximately $ 489.9 million, which were primarily used to prepay our $ 150 million Senior Guaranteed Notes, Series A, with a prepayment penalty of approximately $ 3.9 million, on January 26, 2021, repay our $ 100 million outstanding balance under Revolver Loan on January 26, 2021, fund the development of the La Jolla Commons III office building and for general corporate purposes.
American Assets Trust, Inc.
2 unchanged sentences
(In Thousands)
−Removed: Encumbrance as of December 31, 2019
−Removed: Cost Capitalized Subsequent to Acquisition
−Removed: Gross Carrying Amount
−Removed: at December 31, 2019
+Added: Encumbrance as of December 31, 2020 Initial Cost Cost Capitalized Subsequent to Acquisition Gross Carrying Amount
+Added: at December 31, 2020 Accumulated
Depreciation and
−Removed: Date Acquired
−Removed: Life on which depreciation in latest income statements is computed
−Removed: Alamo Quarry Market
−Removed: Carmel Country Plaza
−Removed: Carmel Mountain Plaza
−Removed: Del Monte Center
−Removed: 1967/1984/2006
−Removed: Gateway Marketplace
−Removed: Geary Marketplace
−Removed: Hassalo on Eighth - Retail
−Removed: Lomas Santa Fe Plaza
−Removed: The Shops at Kalakaua
−Removed: Solana Beach Towne Centre
−Removed: 1973/2000/2004
−Removed: South Bay Marketplace
−Removed: Waikele Center
−Removed: City Center Bellevue
−Removed: The Landmark at One Market
−Removed: Lloyd District Portfolio
−Removed: One Beach Street
−Removed: 1924/1972/1987/1992
+Added: Amortization Year Built/
+Added: Renovated Date Acquired Life on which depreciation in latest income statements is computed
+Added: Description Land Building and
+Added: Improvements Land Building and
+Added: Alamo Quarry Market $ — $ 26,396 $ 109,294 $ 18,227 $ 26,816 $ 127,101 $ ( 64,168 ) 1997/1999 12/9/2003 35 years
+Added: Carmel Country Plaza — 4,200 — 13,074 4,200 13,074 ( 9,006 ) 1991 1/10/1989 35 years
+Added: Carmel Mountain Plaza — 22,477 65,217 38,934 31,034 95,594 ( 47,365 ) 1994/2014 3/28/2003 35 years
+Added: Del Monte Center — 27,412 87,570 35,136 27,117 123,001 ( 70,136 ) 1967/1984/2006 4/8/2004 35 years
+Added: Gateway Marketplace — 17,363 21,644 1,239 17,363 22,883 ( 2,889 ) 1997/2016 7/6/2017 35 years
+Added: Geary Marketplace — 8,239 12,353 212 8,239 12,565 ( 3,190 ) 2012 12/19/2012 35 years
+Added: Hassalo on Eighth - Retail — — — 28,529 597 27,932 ( 6,356 ) 2015 7/1/2011 35 years
+Added: Lomas Santa Fe Plaza — 8,600 11,282 13,767 8,620 25,029 ( 17,927 ) 1972/1997 6/12/1995 35 years
+Added: The Shops at Kalakaua — 13,993 10,817 144 14,006 10,948 ( 4,989 ) 1971/2006 3/31/2005 35 years
+Added: Solana Beach Towne Centre — 40,980 38,842 4,287 40,980 43,129 ( 13,754 ) 1973/2000/2004 1/19/2011 35 years
+Added: South Bay Marketplace — 4,401 — 12,513 4,401 12,513 ( 8,009 ) 1997 9/16/1995 35 years
+Added: Waikele Center — 55,593 126,858 42,934 70,643 154,742 ( 66,820 ) 1993/2008 9/16/2004 35 years
+Added: City Center Bellevue 111,000 25,135 190,998 53,599 25,135 244,597 ( 62,613 ) 1987 8/21/2012 40 years
+Added: First & Main — 14,697 109,739 5,933 14,697 115,672 ( 34,125 ) 2010 3/11/2011 40 years
+Added: The Landmark at One Market — 34,575 141,196 27,900 34,575 169,096 ( 40,885 ) 1917/2000 6/30/2010 40 years
+Added: Lloyd District Portfolio — 18,660 61,401 101,072 11,845 169,288 ( 43,017 ) 1940-2015 7/1/2011 40 years
+Added: One Beach Street — 15,332 18,017 4,192 15,332 22,209 ( 6,284 ) 1924/1972/1987/1992 1/24/2012 40 years
Solana Beach Corporate Centre:
−Removed: Solana Beach Corporate Centre I-II
−Removed: Solana Beach Corporate Centre III-IV
−Removed: Solana Beach Corporate Centre Land
+Added: Solana Beach Corporate Centre I-II — 7,111 17,100 7,514 7,111 24,614 ( 7,623 ) 1982/2005 1/19/2011 40 years
+Added: Solana Beach Corporate Centre III-IV — 7,298 27,887 5,678 7,298 33,565 ( 9,616 ) 1982/2005 1/19/2011 40 years
+Added: Solana Beach Corporate Centre Land — 487 — 60 547 — — N/A 1/19/2011 N/A
Torrey Reserve Campus:
−Removed: 1996-1997/2014
−Removed: Pacific North Court
−Removed: Pacific South Court
−Removed: Pacific Torrey Daycare
−Removed: Torrey Reserve Building 6
−Removed: Torrey Reserve Building 5
−Removed: Torrey Reserve Building 13 & 14
+Added: Torrey Plaza — 4,095 — 56,586 5,408 55,273 ( 20,723 ) 1996-1997/2014 6/6/1989 40 years
+Added: Pacific North Court — 3,263 — 26,645 4,309 25,599 ( 12,808 ) 1997-1998 6/6/1989 40 years
+Added: Pacific South Court — 3,285 — 40,066 4,226 39,125 ( 16,498 ) 1996-1997 6/6/1989 40 years
+Added: Pacific VC — 1,413 — 10,521 2,148 9,786 ( 5,651 ) 1998/2000 6/6/1989 40 years
+Added: Pacific Torrey Daycare — 715 — 1,941 911 1,745 ( 984 ) 1996-1997 6/6/1989 40 years
+Added: Torrey Reserve Building 6 — — — 8,012 682 7,330 ( 2,081 ) 2013 6/6/1989 40 years
+Added: Torrey Reserve Building 5 — — — 4,012 1,017 2,995 ( 518 ) 2014 6/6/1989 40 years
+Added: Torrey Reserve Building 13 & 14 — — — 16,138 2,188 13,950 ( 2,770 ) 2015 6/6/1989 40 years
+Added: Torrey Point — 2,073 741 49,668 5,050 47,432 ( 3,346 ) 2018 5/9/1997 40 years
La Jolla Commons
−Removed: La Jolla Commons I-II
−Removed: La Jolla Commons Land
−Removed: Imperial Beach Gardens
−Removed: Loma Palisades
−Removed: 1958/2001-2008
−Removed: Mariner’s Point
−Removed: Santa Fe Park RV Resort
−Removed: 1971/2007-2008
−Removed: Pacific Ridge Apartments
−Removed: Hassalo on Eighth - Multifamily
+Added: La Jolla Commons I-II — 62,312 393,662 2,407 62,312 396,069 ( 21,227 ) 2008-2014 6/20/2019 40 years
+Added: La Jolla Commons Land — 20,446 — 4,294 20,446 4,294 — N/A 6/20/2019 N/A
+Added: Imperial Beach Gardens — 1,281 4,820 5,445 1,281 10,265 ( 8,425 ) 1959/2008 7/31/1985 30 years
+Added: Loma Palisades — 14,000 16,570 29,900 14,052 46,418 ( 30,582 ) 1958/2001-2008 7/20/1990 30 years
+Added: Mariner’s Point — 2,744 4,540 1,731 2,744 6,271 ( 3,949 ) 1986 5/9/2001 30 years
+Added: Santa Fe Park RV Resort — 401 928 1,263 401 2,191 ( 1,562 ) 1971/2007-2008 6/1/1979 30 years
+Added: Pacific Ridge Apartments — 47,971 178,497 2,062 47,971 180,559 ( 24,598 ) 2013 4/28/2017 30 years
American Assets Trust, Inc.
2 unchanged sentences
(In Thousands)
−Removed: Encumbrance as of December 31, 2019
−Removed: Cost Capitalized Subsequent to Acquisition
−Removed: Gross Carrying Amount
−Removed: at December 31, 2019
+Added: Encumbrance as of December 31, 2020 Initial Cost Cost Capitalized Subsequent to Acquisition Gross Carrying Amount
+Added: at December 31, 2020 Accumulated
Depreciation and
−Removed: Date Acquired
−Removed: Life on which depreciation in latest income statements is computed
+Added: Amortization Year Built/
+Added: Renovated Date Acquired Life on which depreciation in latest income statements is computed
+Added: Description Land Building and
+Added: Improvements Land Building and
+Added: Hassalo on Eighth - Multifamily — — — 178,397 6,219 172,178 ( 31,629 ) 2015 7/1/2011 30 years
Waikiki Beach Walk:
+Added: Retail — 45,995 74,943 428 45,995 75,371 ( 22,940 ) 2006 1/19/2011 35 years
+Added: Hotel — 30,640 60,029 13,886 30,640 73,915 ( 25,077 ) 2008/2020 1/19/2011 35 years
+Added: $ 111,000 $ 593,583 $ 1,784,945 $ 868,346 $ 628,556 $ 2,618,318 $ ( 754,140 )
(1) For Federal tax purposes, the aggregate tax basis is approximately $ 2.3 billion as of December 31, 2020.
4 unchanged sentences
Year Ended December 31,
+Added: 2020 2019 2018
Real estate assets
1 unchanged sentence
Property acquisitions — 476,421 —
+Added: Improvements 64,997 101,285 62,790
Cost of Real Estate Sold — ( 8,845 ) —
+Added: ( 6,820 ) ( 10,355 ) ( 46,737 )
Balance, end of period $ 3,246,874 $ 3,188,697 $ 2,630,191
3 unchanged sentences
Cost of Real Estate Sold — ( 189 ) —
+Added: ( 6,820 ) ( 10,355 ) ( 46,737 )
Balance, end of period $ 754,140 $ 665,222 $ 590,338
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.