51 unchanged sentences
OTHER INFORMATION
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
+Added: Not applicable.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1 unchanged sentence
Pursuant to instruction G(3) to Form 10-K, information concerning audit committee financial expert disclosure set forth under the heading “Information Regarding the Board - Committees of the Board - Audit Committee” will be included in the Proxy Statement to be filed relating to American Assets Trust, Inc.'s 2022 Annual Meeting of Stockholders and is incorporated herein by reference.
−Removed: Pursuant to instruction G(3) to Form 10-K, information concerning compliance with Section 16(a) of the Exchange Act concerning our directors and executive officers set forth under the heading entitled “General - Section 16(a) Beneficial Ownership Reporting Compliance” will be included in the Proxy Statement to be filed relating to American Assets Trust, Inc.'s 2021 Annual Meeting of Stockholders and is incorporated herein by reference.
+Added: Pursuant to instruction G(3) to Form 10-K, information concerning compliance with Section 16(a) of the Exchange Act concerning our directors and executive officers set forth under the heading entitled “Delinquent - Section 16(a) Reports” is included herein as Item 15.
EXECUTIVE COMPENSATION
6 unchanged sentences
The information concerning our principal accountant fees and services required by Item 14 will be included in the Proxy Statement to be filed relating to American Assets Trust, Inc.'s 2022 Annual Meeting of Stockholders and is incorporated herein by reference
+Added: DELINQUENT SECTION 16(A) REPORTS
+Added: Section 16(a) of the Exchange Act requires our named executive officers, directors and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership with the SEC.
+Added: SEC regulations require us to identify anyone who failed to file a required report or filed a late report during the most recent fiscal year.
+Added: Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons that no Forms 5 were required for such persons, we believe that, during the fiscal year ended December 31, 2021, our named executive officers, directors and 10% stockholders complied with all Section 16(a) filing requirements applicable to them, except that Ernest Rady, our Chairman and Chief Executive Officer and a member of our Board of Directors, filed a Form 4 on April 7, 2021 for a transaction that occurred on March 3, 2021, due solely to Mr.
+Added: Rady's broker failing to provide us timely notice of such transaction.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
60 unchanged sentences
and the purchasers named therein.
−Removed: 10.25(13) Second Amended and Restated Credit Agreement dated January 9, 2018, by and among the company, the Operating Partnership, Bank of America, N.A., as Administrative Agent, and other entities named therein.
−Removed: 10.26(13) Third Amendment to Term Loan Agreement dated January 9, 2018, by and among the company, the Operating Partnership, each lender from time to time party thereto, and U.S.
+Added: 10.25(13) Second Amended and Restated Credit Agreement dated January 9, 2018, by and among Am erican Assets Trust, Inc., American Assets Trust, L.P., Bank of America, N.A., as Administrative Agent, and other entities named therein.
+Added: 10.26(13) Third Amendment to Term Loan Agreement dated January 9, 2018, by and among the American Assets Trust, Inc., American Assets Trust, L.P., each lender from time to time party thereto, and U.S.
Bank National Association, as Administrative Agent.
−Removed: 10.27(14) Amended and Restated Equity Distribution Agreement, dated March 2, 2018, by and among American Assets Trust, Inc., American Assets Trust, L.P., and RBC Capital Markets, LLC
−Removed: 10.28(14) Amended and Restated Equity Distribution Agreement, dated March 2, 2018, by and among American Assets Trust, Inc., American Assets Trust, L.P., and Merrill Lynch, Pierce, Fenner & Smith Incorporated
−Removed: 10.29(14) Amended and Restated Equity Distribution Agreement, dated March 2, 2018, by and among American Assets Trust, Inc., American Assets Trust, L.P., and Morgan Stanley & Co, LLC
−Removed: 10.30(14) Amended and Restated Equity Distribution Agreement, dated March 2, 2018, by and among American Assets Trust, Inc., American Assets Trust, L.P., and Wells Fargo Securities, LLC
−Removed: 10.31(14) Equity Distribution Agreement, dated March 2, 2018, by and among American Assets Trust, Inc., American Assets Trust, L.P., and Mizuho Securities USA LLC
−Removed: 10.32(15) First Amendment to Second Amended and Restated Credit Agreement dated January 9, 2019, by and among the company, the Operating Partnership, Bank of America, N.A., as Administrative Agent, and other entities named therein.
−Removed: 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.
+Added: 10.32(14) First Amendment to Second Amended and Restated Credit Agreement dated January 9, 2019, by and among the American Assets Trust, Inc., American Assets Trust, L.P., Bank of America, N.A., as Administrative Agent, and other entities named therein.
+Added: 10.33(15) Note Purchase Agreement, dated as of July 30, 2019, by and among American Assets Trust, Inc., American Assets Trust, L.P., and the purchasers named therein.
+Added: 10.34(16) Equity Distribution Agreement, dated December 3, 2021, by and among American Assets Trust, Inc., American Assets Trust, L.P., and Wells Fargo Securities, LLC
+Added: 10.35(16) Equity Distribution Agreement, dated December 3, 2021, by and among American Assets Trust, Inc., American Assets Trust, L.P., and BofA Securities, Inc.
+Added: 10.36(16) Equity Distribution Agreement, dated December 3, 2021, by and among American Assets Trust, Inc., American Assets Trust, L.P., and Jefferies LLC
+Added: 10.37(16) Equity Distribution Agreement, dated December 3, 2021, by and among American Assets Trust, Inc., American Assets Trust, L.P., and Mizuho Securities USA LLC
+Added: 10.38(16) Equity Distribution Agreement, dated December 3, 2021, by and among American Assets Trust, Inc., American Assets Trust, L.P., and BTIG, LLC
+Added: 10.39(17) Third Amended and Restated Credit Agreement dated January 5, 2022, by and among American Assets Trust, Inc., American Assets Trust, L.P., Bank of America, N.A., as Administrative Agent, and other entities named therein.
21.1* List of Subsidiaries of American Assets Trust, Inc.
37 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.
+Added: (17) Incorporated herein by reference to American Assets Trust, Inc's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2021.
+Added: (18) 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 5, 2022.
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 11 th day of February, 2022.
4 unchanged sentences
/s/ ERNEST RADY /s/ ERNEST RADY
−Removed: Chairman, President and Chief Executive Officer Chairman, President and Chief Executive Officer
+Added: Chairman and Chief Executive Officer Chairman and Chief Executive Officer
(Principal Executive Officer)
8 unchanged sentences
Signature Title Date
−Removed: /s/ ERNEST RADY Chairman of the Board, President and Chief Executive Officer February 16, 2021
+Added: /s/ ERNEST RADY Chairman of the Board and Chief Executive Officer February 11, 2022
/s/ ROBERT F.
1 unchanged sentence
SCHAEFER Director February 11, 2022
−Removed: NELLES Director February 16, 2021
+Added: /s/ NINA TRAN Director February 11, 2022
/s/ THOMAS S.
4 unchanged sentences
Index to Consolidated Financial Statements and Schedule
−Removed: Reports of Independent Registered Public Accounting Firm
+Added: Reports of Independent Registered Public Accounting Firm (PCAOB ID:
American Assets Trust, Inc.
33 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
−Removed: 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 matters or on the accounts or disclosures to which they relate.
Impairment of real estate properties
4 unchanged sentences
There were no impairment charges during the year ended December 31, 2021.
−Removed: 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: 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: 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 indicators 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.
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.
−Removed: 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.
+Added: For example, we tested controls over management’s process for identifying and evaluating potential impairment indicators.
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: 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.
−Removed: Collectability of accounts receivable and straight-line rents receivable
+Added: Property asset acquisitions
Description of the Matter
−Removed: The Company’s accounts receivable and straight-line rent receivable totaled $79.4 million as of December 31, 2020.
−Removed: 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.
−Removed: 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.
−Removed: During 2020, the Company recorded a $18.4 million collectability related adjustment as a reduction to rental income.
−Removed: 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.
+Added: During the year ended December 31, 2021, the Company completed the acquisitions of Eastgate Office Park and Corporate Campus East III for a purchase price of approximately $125 million, excluding closing costs of approximately $0.2 million, and $84 million, excluding closing costs of approximately $0.1 million, respectively.
+Added: As discussed in Note 1 and Note 2 to the consolidated financial statements, the Company accounted for the purchases as asset acquisitions in accordance with the authoritative accounting guidance on acquisitions and business combinations.
+Added: The Company’s methodology of allocating the cost of acquisitions to assets acquired and liabilities assumed consists of use of the income, sales comparison and cost approaches.
+Added: For acquired operating real estate properties, the purchase price is allocated to land and buildings, intangible assets such as in-place leases, and tangible assets and liabilities acquired, if any, based on their relative fair value.
+Added: Auditing the Company’s accounting for its acquisitions was complex due to the significant estimation required by management in determining the relative fair values of the acquired land and buildings and intangible assets such as in-place leases.
+Added: The significant estimation was primarily due to the judgmental nature of inputs, including discount rates, capitalization rates and certain market assumptions such as market rental rates and market comparable prices for similar land parcels.
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 collectability assessment process.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: In addition, we tested the completeness and accuracy of the data that was used in management’s collectability analyses.
+Added: We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s accounting for acquisitions process.
+Added: 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.
+Added: Our testing of the Company’s accounting for its acquisitions included, among other procedures, reading the purchase agreements and testing the values allocated to the assets acquired and liabilities assumed by evaluating the valuation methods and significant assumptions used by management.
+Added: 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 rates, capitalization rates and various market assumptions such as market rental rates and market comparable prices for similar land parcels with external market data sources.
+Added: Additionally, we evaluated the completeness and accuracy of the underlying data supporting the determination of various inputs.
+Added: 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.
/s/ Ernst & Young LLP
59 unchanged sentences
There were no impairment charges during the year ended December 31, 2021.
−Removed: 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: 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: 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 indicators 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.
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.
−Removed: 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.
+Added: For example, we tested controls over management’s process for identifying and evaluating potential impairment indicators.
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: 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.
−Removed: Collectability of accounts receivable and straight-line rents receivable
+Added: Property asset acquisition
Description of the Matter
−Removed: The Company’s accounts receivable and straight-line rent receivable totaled $79.4 million as of December 31, 2020.
−Removed: 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.
−Removed: 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.
−Removed: During 2020, the Company recorded a $18.4 million collectability related adjustment as a reduction to rental income.
−Removed: 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.
+Added: During the year ended December 31, 2021, the Company completed the acquisitions of Eastgate Office Park and Corporate Campus East III for a purchase price of approximately $125 million, excluding closing costs of approximately $0.2 million, and $84 million, excluding closing costs of approximately $0.1 million, respectively.
+Added: As discussed in Note 1 and Note 2 to the consolidated financial statements, the Company accounted for the purchases as asset acquisitions in accordance with the authoritative accounting guidance on acquisitions and business combinations.
+Added: The Company’s methodology of allocating the cost of acquisitions to assets acquired and liabilities assumed consists of use of the income, sales comparison and cost approaches.
+Added: For acquired operating real estate properties, the purchase price is allocated to land and buildings, intangible assets such as in-place leases, and tangible assets and liabilities acquired, if any, based on their relative fair value.
+Added: Auditing the Company’s accounting for its acquisitions was complex due to the significant estimation required by management in determining the relative fair values of the acquired land and buildings and intangible assets such as in-place leases.
+Added: The significant estimation was primarily due to the judgmental nature of inputs, including discount rates, capitalization rates and certain market assumptions such as market rental rates and market comparable prices for similar land parcels.
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 collectability assessment process.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: In addition, we tested the completeness and accuracy of the data that was used in management’s collectability analyses.
+Added: We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s accounting for acquisitions process.
+Added: 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.
+Added: Our testing of the Company’s accounting for its acquisitions included, among other procedures, reading the purchase agreements and testing the values allocated to the assets acquired and liabilities assumed by evaluating the valuation methods and significant assumptions used by management.
+Added: 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 rates, capitalization rates and various market assumptions such as market rental rates and market comparable prices for similar land parcels with external market data sources.
+Added: Additionally, we evaluated the completeness and accuracy of the underlying data supporting the determination of various inputs.
+Added: 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.
/s/ Ernst & Young LLP
55 unchanged sentences
Interest expense ( 58,587 ) ( 53,440 ) ( 54,008 )
+Added: Loss on early extinguishment of debt ( 4,271 ) — —
Gain on sale of real estate — — 633
−Removed: Other income (expense), net 447 ( 122 ) ( 85 )
+Added: Other (expense) income, net ( 418 ) 447 ( 122 )
NET INCOME 36,593 35,588 60,188
11 unchanged sentences
Net income $ 36,593 $ 35,588 $ 60,188
−Removed: Other comprehensive (loss) gain - unrealized (loss) gain on swap derivatives during the period ( 3,649 ) ( 5,571 ) 120
+Added: Other comprehensive gain (loss) - unrealized gain (loss) on swap derivatives during the period 2,723 ( 3,649 ) ( 5,571 )
Reclassification of amortization of forward starting swap included in interest expense ( 1,098 ) ( 1,330 ) ( 1,304 )
+Added: Reclassification of amortization of forward-starting swap realized gain included in loss on early extinguishment of debt ( 193 ) — —
Comprehensive income 38,025 30,609 53,313
12 unchanged sentences
Net income — — — 46,099 — 14,089 60,188
+Added: Common shares issued
+Added: 11,871,552 118 515,236 — — — 515,354
Issuance of restricted stock
11 unchanged sentences
Other comprehensive income - change in value of interest rate swaps — — — — ( 4,482 ) ( 1,602 ) ( 6,084 )
+Added: Other comprehensive income - unrealized gain on forward-starting interest rate swaps
+Added: — — — — 392 121 513
Reclassification of amortization of forward starting swaps included in interest expense — — — — ( 998 ) ( 306 ) ( 1,304 )
1 unchanged sentence
— — — 28,043 — 7,545 35,588
−Removed: Common shares issued
−Removed: 11,871,552 118 515,236 — — — 515,354
Issuance of restricted stock
11 unchanged sentences
Other comprehensive loss - change in value of interest rate swaps — — — — ( 2,885 ) ( 764 ) ( 3,649 )
−Removed: Other comprehensive income - unrealized gain on forward-starting interest rate swap — — — — 392 121 513
Reclassification of amortization of forward starting swaps included in interest expense — — — — ( 1,045 ) ( 285 ) ( 1,330 )
5 unchanged sentences
( 155,390 ) ( 2 ) 2 — — — —
−Removed: Conversion of operating partnership units
−Removed: 209,011 2 ( 12,003 ) — 3 11,998 —
Dividends declared and paid
6 unchanged sentences
Reclassification of amortization of forward-starting swaps included in interest expense — — — — ( 864 ) ( 234 ) ( 1,098 )
+Added: Reclassification of amortization of forward-starting swaps included in loss on early extinguishment of debt — — — — ( 152 ) ( 41 ) ( 193 )
Balance at December 31, 2021 60,525,580 $ 605 $ 1,453,272 $ ( 217,785 ) $ 2,872 $ ( 28,841 ) $ 1,210,123
12 unchanged sentences
Provision for uncollectable rental income ( 2,289 ) 18,427 1,751
+Added: Early extinguishment of debt 4,271 — —
Gain on sale of real estate — — ( 633 )
16 unchanged sentences
Leasing commissions ( 3,142 ) ( 5,589 ) ( 11,267 )
+Added: Purchase of marketable securities ( 47,760 ) — —
+Added: Sale of marketable securities 47,723 — —
Net cash used in investing activities ( 312,278 ) ( 69,077 ) ( 599,183 )
3 unchanged sentences
Repayment of unsecured line of credit ( 100,000 ) — ( 123,000 )
+Added: Repayment of unsecured notes payable ( 155,375 ) — —
Proceeds from issuance of unsecured notes payable 494,675 — 150,000
4 unchanged sentences
Net cash provided by (used in) financing activities 144,424 ( 28,310 ) 497,546
−Removed: Net increase (decrease) in cash, cash equivalents and restricted cash 29,598 52,179 ( 34,682 )
+Added: Net increase in cash, cash equivalents and restricted cash 475 29,598 52,179
Cash, cash equivalents and restricted cash, beginning of year 139,049 109,451 57,272
56 unchanged sentences
Interest expense ( 58,587 ) ( 53,440 ) ( 54,008 )
+Added: Loss on early extinguishment of debt ( 4,271 ) — —
Gain on sale of real estate — — 633
−Removed: Other income (expense), net 447 ( 122 ) ( 85 )
+Added: Other (expense) income, net ( 418 ) 447 ( 122 )
NET INCOME 36,593 35,588 60,188
13 unchanged sentences
Net income $ 36,593 $ 35,588 $ 60,188
−Removed: Other comprehensive (loss) gain - unrealized (loss) gain on swap derivatives during the period ( 3,649 ) ( 5,571 ) 120
+Added: Other comprehensive gain (loss) - unrealized gain (loss) on swap derivatives during the period 2,723 ( 3,649 ) ( 5,571 )
Reclassification of amortization of forward starting swaps included in interest expense ( 1,098 ) ( 1,330 ) ( 1,304 )
+Added: Reclassification of amortization of forward-starting swap realized gain included in loss on early extinguishment of debt ( 193 ) — —
Comprehensive income 38,025 30,609 53,313
11 unchanged sentences
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 — —
5 unchanged sentences
Other comprehensive income - change in value of interest rate swaps — — — — ( 6,084 ) ( 6,084 )
+Added: Other comprehensive income - unrealized gain on forward-starting interest rate swaps
+Added: — — — — 513 513
Reclassification of amortization of forward starting swaps included in interest expense — — — — ( 1,304 ) ( 1,304 )
1 unchanged sentence
Net income — 7,545 — 28,043 — 35,588
−Removed: Contributions from American Assets Trust, Inc.
−Removed: — — 11,871,552 515,354 — 515,354
Conversion of operating partnership units ( 209,011 ) 12,001 209,011 ( 12,001 ) — —
5 unchanged sentences
Other comprehensive loss - change in value of interest rate swaps — — — — ( 3,649 ) ( 3,649 )
−Removed: Other comprehensive income - unrealized gain on forward-starting interest rate swap — — — — 513 513
Reclassification of amortization of forward starting swaps included in interest expense — — — — ( 1,330 ) ( 1,330 )
1 unchanged sentence
Net income — 7,653 — 28,940 — 36,593
−Removed: Conversion of operating partnership units ( 209,011 ) 12,001 209,011 ( 12,001 ) — —
Issuance of restricted units — — 229,819 — — —
5 unchanged sentences
Reclassification of amortization of forward-starting swaps included in interest expense — — — — ( 1,098 ) ( 1,098 )
+Added: Reclassification of amortization of forward-starting swaps included in loss on early extinguishment of debt — — — — ( 193 ) ( 193 )
Balance at December 31, 2021 16,181,537 $ ( 30,138 ) 60,525,580 $ 1,236,092 $ 4,169 $ 1,210,123
14 unchanged sentences
Provision for uncollectable rental income ( 2,289 ) 18,427 1,751
+Added: Early extinguishment of debt 4,271 — —
Gain on sale of real estate — — ( 633 )
16 unchanged sentences
Leasing commissions ( 3,142 ) ( 5,589 ) ( 11,267 )
+Added: Purchase of marketable securities ( 47,760 ) — —
+Added: Sale of marketable securities 47,723 — —
Net cash used in investing activities ( 312,278 ) ( 69,077 ) ( 599,183 )
3 unchanged sentences
Repayment of unsecured line of credit ( 100,000 ) — ( 123,000 )
+Added: Repayment of unsecured notes payable ( 155,375 ) — —
Proceeds from issuance of unsecured notes payable 494,675 — 150,000
1 unchanged sentence
Contributions from American Assets Trust, Inc.
−Removed: — 515,354 ( 236 )
Distributions ( 88,936 ) ( 76,510 ) ( 80,605 )
1 unchanged sentence
Net cash provided by (used in) financing activities 144,424 ( 28,310 ) 497,546
−Removed: Net increase (decrease) in cash, cash equivalents and restricted cash 29,598 52,179 ( 34,682 )
+Added: Net increase in cash, cash equivalents and restricted cash 475 29,598 52,179
Cash, cash equivalents and restricted cash, beginning of year 139,049 109,451 57,272
30 unchanged sentences
Solana Beach Towne Centre Waikele Center
−Removed: La Jolla Commons One Beach Street
+Added: La Jolla Commons One Beach Street Corporate Campus East III
Torrey Reserve Campus First & Main
−Removed: Torrey Point Lloyd District Portfolio
−Removed: Solana Crossing (formerly Solana Beach Corporate Centre) City Center Bellevue
−Removed: The Landmark at One Market
+Added: Torrey Point Lloyd Portfolio
+Added: Solana Crossing City Center Bellevue
+Added: The Landmark at One Market Eastgate Office Park
Loma Palisades Hassalo on Eighth - Multifamily
5 unchanged sentences
Held for Development and Construction in Progress
−Removed: La Jolla Commons - Land
+Added: La Jolla Commons - Construction in Progress
Solana Crossing – Land
−Removed: Lloyd District Portfolio – Construction in Progress
+Added: Lloyd Portfolio – Construction in Progress
Basis of Presentation
1 unchanged sentence
The equity interests of other investors in our Operating Partnership are reflected as noncontrolling interests.
−Removed: All significant intercompany transactions and balances are eliminated in consolidation.
−Removed: Certain reclassifications have been made to conform to current period presentation.
+Added: The Company follows the Financial Accounting Standards Board (the "FASB") guidance for determining whether an entity is a variable interest entity (“VIE”) and requires the performance of a qualitative rather than a quantitative analysis to determine the primary beneficiary of a VIE.
+Added: Under this guidance, an entity would be required to consolidate a VIE if it has (i) the power to direct the activities that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE.
+Added: American Assets Trust, Inc.
+Added: has concluded that the Operating Partnership is a VIE, and because American Assets Trust, Inc.
+Added: has both the power and the rights to control the Operating Partnership, American Assets Trust, Inc.
+Added: is the primary beneficiary and is required to continue to consolidate the Operating Partnership.
+Added: Substantially all of the assets and liabilities of the Company are related to the operating partnership VIE.
+Added: All intercompany transactions and balances are eliminated in consolidation.
Impact of COVID-19
2 unchanged sentences
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.
−Removed: 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.
−Removed: 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.
−Removed: The Company cannot predict when restrictions or social distancing measures currently in place will expire.
−Removed: 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: The Company cannot predict if previously placed governmental restrictions or social distancing measures will be reinstated in the future.
+Added: With the rise in cases related to COVID-19 variants, the willingness of customers to visit certain of out tenants' businesses may be reduced due to concerns regarding the continued risk of COVID-19 transmission and heightened sensitivity to risks associated with the transmission of other diseases.
As a result, the COVID-19 pandemic is negatively impacting almost every industry directly or indirectly, including industries in which the Company and our tenants operate.
17 unchanged sentences
Accrued leasing commissions $ 2,628 $ 555 $ 3,345
−Removed: Reduction to capital for prepaid equity financing costs $ — $ — $ 241
Building recorded in termination of ground lease $ — $ — $ 4,518
20 unchanged sentences
Food and beverage sales are recognized when the customer has been served or at the time the transaction occurs.
−Removed: Revenue from room rental is included in rental revenue on the statement of income.
−Removed: Revenue from other sales and services provided is included in other property income on the statement of income.
+Added: Revenue from room rental is included in rental revenue on the statement of comprehensive income.
+Added: Revenue from other sales and services provided is included in other property income on the statement of comprehensive income.
We make estimates of the collectability of our current accounts receivable and straight-line rents receivable which requires significant judgment by management.
3 unchanged sentences
At December 31, 2021 and December 31, 2020, our allowance for doubtful accounts was $ 4.6 million and $ 10.0 million, respectively.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: These lease concessions generally included an increase in our rights as a lessor.
+Added: Total collectability related adjustments for rental income, which includes the allowance for doubtful accounts and deferred rent receivables, was $ 2.3 million, $ 18.4 million and $ 1.8 million for the years ended December 31, 2021, 2020 and 2019, respectively.
+Added: During the year ended December 31, 2021, due to the impacts of the COVID-19 pandemic, we provided lease concessions to certain tenants, primarily within the retail segment, in the form of rent deferrals and abatements.
We assess each lease concession and determine whether it represents a lease modifications under Accounting Standards Codification Topic 842, Leases ("ASC 842").
−Removed: 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.
−Removed: The Company has elected to account for such COVID-19 concessions as lease modifications.
−Removed: 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.
−Removed: 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.
−Removed: Prior to January 1, 2018, sales of real estate were recognized only when sufficient down payments had been obtained, possession and other attributes of ownership had been transferred to the buyer and we had no significant continuing involvement.
−Removed: The application of these criteria can be complex and required us to make assumptions.
−Removed: We believe the relevant criteria were met for all real estate sold during the periods presented.
+Added: The Company has elected to account for such COVID-19-related concessions as lease modifications.
Land, buildings and improvements are recorded at cost.
13 unchanged sentences
(1) the type of tenant in relation to the property it occupies, (2) the quality of the tenant, including the tenant's long term business prospects and (3) whether the fixed rate renewal option was sufficiently lower than the fair rental of the property at the date the option becomes exercisable such that it would appear to be reasonably assured that the tenant would exercise the option to renew.
−Removed: The value allocated to in-place leases is amortized over the related lease term and reflected as depreciation and amortization in the statement of income.
−Removed: The value of above and below market leases associated with the original noncancelable lease terms are amortized to rental income over the terms of the respective noncancelable lease periods and are reflected as either an increase (for below market leases) or a decrease (for above market leases) to rental income in the statement of income.
−Removed: The value of the leases associated with below market lease renewal options that are likely to be exercised are amortized to rental income over the respective renewal periods.
+Added: The value allocated to in-place leases is amortized over the related lease term and reflected as depreciation and amortization in the statement of comprehensive income.
+Added: The value of above and below market leases associated with the original noncancelable lease terms are amortized to rental income over the terms of the respective noncancelable lease periods and are reflected as either an increase (for below market leases) or a decrease (for above market leases) to rental income in the statement of comprehensive income.
+Added: The value of the leases associated with below market lease renewal options that are likely to be exercised are amortized to rental income over
+Added: the respective renewal periods.
If a tenant vacates its space prior to contractual termination of its lease or the lease is not renewed, the unamortized balance of any in-place lease value is written off to rental income and amortization expense.
27 unchanged sentences
The effective portion of changes in fair value of the interest rate swaps associated with our cash flow hedges is recorded in accumulated other comprehensive income (loss) and is subsequently reclassified into interest expense as interest is incurred on the related variable rate debt.
−Removed: Our cash flow hedges become ineffective if critical terms of the hedging instrument and the debt instrument do not perfectly match such as notional amounts, settlement dates, reset dates, calculation period and LIBOR rate.
+Added: Our cash flow hedges become ineffective if critical terms of the hedging instrument and the debt instrument do not perfectly match such as notional amounts, settlement dates, reset dates, calculation period and LIBOR or Secured Overnight Financing Rate.
In addition, we evaluate the default risk of the counterparty by monitoring the credit worthiness of the counterparty.
12 unchanged sentences
Capitalized lease costs are direct costs incurred which were essential to originate a lease and would not have been incurred had the leasing transaction not taken place and include third party commissions related to obtaining a lease.
−Removed: Capitalized lease costs are amortized over the life of the related lease and included in depreciation and amortization expense on the statement of income.
+Added: Capitalized lease costs are amortized over the life of the related lease and included in depreciation and amortization expense on the statement of comprehensive income.
If a tenant vacates its space prior to the contractual termination of its lease, the unamortized balance of any lease costs are written off.
9 unchanged sentences
We grant stock-based compensation awards to our employees and directors typically in the form of restricted shares of common stock, options to purchase common stock and/or shares of common stock.
−Removed: We measure stock-based compensation expense based on the fair value of the award on the grant date and recognize the expense ratably over the vesting period.
+Added: For the grants of market-based restricted stock awards in December 2019 (the “2019 grant”) and December 2020 grant (the “2020 grant”), we measure stock-based compensation expense based on the fair value of the award on the grant date and recognize the expense ratably over the vesting period.
+Added: For the grants of performance and market-based restricted stock awards in December 2021 (the “2021 grant”), we measure stock-based compensation expense based on the fair value of the award on the grant date, adjusted for changes to probabilities of achieving performance targets, and recognize expense ratably over the vesting period.
Modifications of stock-based compensation awards are treated as an exchange of the original award for a new award with the resulting total compensation cost equal to the grant-date fair value of the original award plus the incremental value of the modification to the award.
−Removed: The calculation of the incremental value is based on the excess of the fair value of the new (modified) award based on current circumstances over the fair value of the original option measured immediately before its terms are modified.
−Removed: For the year ended December 31, 2020, we incurred incremental compensation cost of approximately $ 1.2 million related to the discretionary vesting of previously granted restricted stock awards that did not meet the original vesting criteria.
−Removed: For the years ended December 31, 2019 and 2018, there were no modifications of stock-based compensation awards.
+Added: The calculation of the incremental value is based on the excess of the fair value of the new (modified) award based on current circumstances over the fair value of the original award measured immediately before its terms are modified.
+Added: For the year ended December 31, 2021 and 2020, we incurred incremental compensation cost of approximately $ 2.6 million and $ 1.2 million, respectively, related to the discretionary vesting of previously granted restricted stock awards that did not meet the original vesting criteria.
+Added: For the year ended December 31, 2019, there were no modifications of stock-based compensation awards.
Deferred Compensation
7 unchanged sentences
This liability is adjusted to fair value at the end of each accounting period based on the performance of the benchmark funds selected by each participant, and the impact of adjusting the liability to fair value is recorded as an increase or decrease to compensation cost.
−Removed: We elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”) commencing with the taxable year ending December 31, 2011.
+Added: We elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), commencing with the taxable year ended December 31, 2011.
To maintain our qualification as a REIT, we are required to distribute at least 90 % of our REIT taxable income to our stockholders and meet the various other requirements imposed by the Code relating to such matters as operating results, asset holdings, distribution levels and diversity of stock ownership.
−Removed: Provided we maintain our qualification for taxation as a REIT, we are generally not subject to corporate level income tax on the earnings distributed currently to our stockholders that we derive from our REIT qualifying activities.
+Added: Provided we maintain our qualification for taxation as a REIT, we are generally not subject to corporate level income tax on the earnings distributed currently to our stockholders.
If we fail to maintain our qualification as a REIT in any taxable year, and are unable to avail ourselves of certain savings provisions set forth in the Code, all of our taxable income would be subject to regular U.S.
13 unchanged sentences
Recent Accounting Pronouncements
−Removed: In February 2016, the FASB issued ASU No.
−Removed: 2016-02, Leases (Topic 842) , which provides the principles for the recognition, measurement, presentation and disclosure of leases.
−Removed: This ASU significantly changes the accounting for leases by requiring lessees to recognize assets and liabilities for leases greater than 12 months on their balance sheet.
−Removed: The lessor model stays substantially the same;
−Removed: however, there were modifications to conform lessor accounting with the lessee model, eliminate
−Removed: real estate specific guidance, further define certain lease and non-lease components, and change the definition of initial direct costs of leases.
−Removed: We adopted the provisions of ASU No.
−Removed: 2016-02 effective January 1, 2019 using the modified retrospective approach.
−Removed: In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842):
−Removed: Targeted Improvements , which allows lessors to elect a practical expedient by class of underlying assets to not separate non-lease components from the lease component if certain conditions are met.
−Removed: The lessor’s practical expedient election would be limited to circumstances in which the non-lease components otherwise would be accounted for under the new revenue guidance and both (i) the timing and pattern of transfer are the same for the non-lease component and the related lease component and (ii) the lease component would be classified as an operating lease.
−Removed: 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, 2020 and 2019, approximately $ 37.6 million and $ 38.4 million, respectively, of non-lease components are combined with lease rental income.
−Removed: 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.
−Removed: Consequently, a company’s reporting for the comparative periods presented in the financial statements would continue to be in accordance with previous GAAP (Topic 840).
−Removed: The company elected this practical expedient as well.
−Removed: Further, bad debt expense, which has previously been recorded in rental expenses, has now been classified as a contra-revenue account in rental income in the company’s consolidated statements of comprehensive income beginning in the year ended December 31, 2019.
−Removed: We evaluated all leases within this scope under existing accounting standards and under the new ASU lease standard recognized approximately $ 7.7 million of right-of-use assets and lease liabilities for the year ended December 31, 2019.
−Removed: 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, 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.
−Removed: In May 2014, the FASB issued ASU No.
−Removed: 2014-09, Revenue from Contracts with Customers .
−Removed: The pronouncement was issued to clarify the principles for recognizing revenue and to develop a common revenue standard and disclosure requirements for U.S.
−Removed: GAAP and International Financial Reporting Standards.
−Removed: The pronouncement is effective for reporting periods beginning after December 15, 2017.
−Removed: We adopted the provisions of the ASU effective January 1, 2018 using the modified retrospective approach.
−Removed: As discussed above, lease are specifically excluded from this and will be governed by the applicable lease codification.
−Removed: We evaluated the revenue recognition for all contracts within this scope under existing accounting standards and under the new revenue recognition ASU and confirmed that there were no differences in the amounts recognized or the pattern of recognition.
−Removed: This evaluation included revenues from the hotel portion of our mixed-use property, parking income and excise taxes charged to customers.
−Removed: Therefore, the adoption of this ASU did not result in an adjustment to the company’s retained earnings on January 1, 2018.
−Removed: In June 2016, the FASB issued ASU No.
−Removed: 2016-13, Financial Instruments - Credit Topics .
−Removed: 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.
−Removed: The standard requires entities to estimate a lifetime expected credit loss for most financial instruments, including trade receivables.
−Removed: The pronouncement is effective for fiscal years and for interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted.
−Removed: 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.
−Removed: We adopted the provisions of ASU No.
−Removed: 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.
In March 2020, the FASB issued ASU No.
−Removed: 2020-04, Reference Rate Reform (Topic 848) , which provides the principles for the recognition, measurement, presentation and disclosure of leases.
−Removed: 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: 2020-04, Reference Rate Reform (Topic 848) , which 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.
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.
For contract modifications, changes in the reference rate or other critical terms will be treated as a continuation of the prior contract.
−Removed: This guidance can be applied immediately, however, is
−Removed: generally only available through December 31, 2022.
+Added: This guidance can be applied immediately, however, is generally only available through December 31, 2022.
+Added: In January 2021, the FASB issued Accounting Standards Update 2021-01, “Reference Rate Reform (Topic 848):
+Added: Scope” (“ASU 2021-01”), which clarified the scope and application of the original guidance.
We are still evaluating the impact of reference rate reform and whether we will apply any of these practical expedients.
10 unchanged sentences
7,160 87,340 4,448 364 99,312
+Added: 926,481 1,879,645 496,632 226,613 3,529,371
Accumulated depreciation ( 335,374 ) ( 343,433 ) ( 115,317 ) ( 53,266 ) ( 847,390 )
9 unchanged sentences
5,170 43,595 1,831 663 51,259
+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 )
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 nil , $ 0.6 million and nil for the years ended December 31, 2020, 2019, and 2018, respectively.
+Added: Accordingly, we recorded a gain on sale of approximately $ 0.0 million , $ 0.0 million and $ 0.6 million for the years ended December 31, 2021, 2020, and 2019, respectively.
Property Asset Acquisitions
1 unchanged sentence
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 from an underwritten public offering and borrowings under the company's Second Amended and Restated Credit Facility (defined herein).
−Removed: 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):
−Removed: La Jolla Commons
+Added: The property was acquired with proceeds from an underwritten public offering and borrowings under the company's Second Amended and Restated Credit Facility.
+Added: On July 7, 2021, we acquired E astgate Office Park, consisting of an approximately 280,000 square feet, multi-tenant office campus in Bellevue, Washington.
+Added: The purchase price was approximately $ 125 million, excluding closing costs of approximately $ 0.2 million.
+Added: The property was acquired with cash on hand.
+Added: On September 10, 2021, we acquired Corporate Campus East III in Bellevue, Washington, consisting of an approximately 161,000 square feet, multi-tenant office campus.
+Added: The purchase price was approximately $ 84 million , less seller credits of (i) approximately $ 1.1 million of future rent abatement (ii) approximately $ 2.1 million of contractual tenant improvements and closing costs of approximately $ 0.1 million.
+Added: The property was acquired with cash on hand.
+Added: The financial information set forth below summarizes the company’s purchase price allocation for each of Eastgate Office Park and Corporate Campus East III during the year ended December 31, 2021 (in thousands):
+Added: Eastgate Office Park Corporate Campus East III
Land $ 35,822 $ 23,203
10 unchanged sentences
Liabilities assumed $ ( 1,079 ) $ ( 4,163 )
−Removed: The value allocated to lease intangibles is amortized over the related lease term as depreciation and amortization expense in the statement of comprehensive income.
−Removed: The remaining weighted average amortization period as of December 31, 2020, is 7.2 years.
−Removed: The following table summarizes the operating results for the La Jolla Commons included in the company’s historical consolidated statement of comprehensive income and in the office segment for the period of acquisition through December 31, 2019 (in thousands):
−Removed: June 20, 2019 through December 31, 2019
+Added: The value allocated to lease intangibles is amortized over the related lease term as depreciation and amortization
+Added: expense in the statement of comprehensive income.
+Added: The remaining weighted average amortization period as of December 31,
+Added: 2021, is 3.2 years and 5.2 years for Eastgate Office Park and Corporate Campus East III, respectively.
+Added: The following table summarizes the operating results for each of Eastgate Office Park and Corporate Campus East III
+Added: included in the company's historical consolidated statement of operations for the period of acquisition through December 31,
+Added: 2021 (in thousands):
+Added: Eastgate Office Park Corporate Campus East III Total
Revenues $ 5,139 $ 1,909 $ 7,048
Operating expenses $ ( 5,235 ) $ ( 2,131 ) $ ( 7,366 )
−Removed: Operating income $ 2,439
−Removed: Net income attributable to American Assets Trust, Inc.
−Removed: Pro Forma Financial Information (Unaudited)
−Removed: The pro forma financial information set forth below is based upon the company’s historical consolidated statements of operations for the year ended December 31, 2019 and 2018, adjusted to give effect to the acquisition of La Jolla Commons, described above, as if such transaction had been completed on January 1, 2018.
−Removed: The pro forma financial information includes adjustments to depreciation expense for acquired property and equipment and adjustments to amortization charges for acquired intangible assets and liabilities.
−Removed: 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 Year Ended December 31, 2018
−Removed: As Reported ProForma As Reported ProForma
−Removed: Total revenue $ 366,741 $ 383,125 $ 330,867 $ 365,326
−Removed: Total operating expenses $ 253,056 $ 264,107 $ 251,332 $ 281,253
−Removed: Operating income $ 113,685 $ 119,018 $ 79,535 $ 84,073
−Removed: Net income $ 60,188 $ 64,278 $ 27,202 $ 30,662
+Added: Operating loss $ ( 96 ) $ ( 222 ) $ ( 318 )
+Added: Net loss attributable to American Assets Trust, Inc.
+Added: $ ( 99 ) $ ( 222 ) $ ( 321 )
ACQUIRED IN-PLACE LEASES AND ABOVE/BELOW MARKET LEASES
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Acquired lease intangible liabilities, net $ 22,402 $ 21,458
−Removed: The value allocated to in-place leases is amortized over the related lease term as depreciation and amortization expense in the statement of income.
−Removed: Above and below market leases are amortized over the related lease term as additional rental income for below market leases or a reduction of rental income for above market leases in the statement of income.
+Added: The value allocated to in-place leases is amortized over the related lease term as depreciation and amortization expense in the statement of comprehensive income.
+Added: Above and below market leases are amortized over the related lease term as additional rental income for below market leases or a reduction of rental income for above market leases in the statement of comprehensive income.
Rental income (loss) includes net amortization from acquired above and below market leases of $ 3.2 million, $ 3.9 million and $ 3.8 million in 2021, 2020 and 2019, respectively.
7 unchanged sentences
Amortization of below market leases 3,271 3,994 4,131
−Removed: Net income (loss) $ ( 1,086 ) $ ( 976 ) $ 1,480
+Added: $ ( 3,427 ) $ ( 1,086 ) $ ( 976 )
As of December 31, 2021, the amortization for acquired leases during the next five years and thereafter, assuming no early lease terminations, is as follows (in thousands):
15 unchanged sentences
Level 3 Inputs—unobservable inputs
−Removed: In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.
−Removed: In such cases, for disclosure purposes, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.
−Removed: Except as disclosed below, the carrying amount of our financial instruments approximates their fair value.
−Removed: Financial assets and liabilities whose fair values we measure on a recurring basis using Level 2 inputs consist of our deferred compensation liability and interest rate swap liability.
−Removed: We measure the fair values of these liabilities based on prices provided by independent market participants that are based on observable inputs using market-based valuation techniques provided by third parties using proprietary valuation models and analytical tools as of December 31, 2020 and 2019.
−Removed: These valuation models and analytical tools use market pricing or similar instruments that are both objective and publicly available, including matrix pricing or reported trades, benchmark yields, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids and/or offers.
+Added: The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued
+Added: liabilities are reasonable estimates of fair value, using Level 1 inputs, because of the short-term nature of these instruments.
+Added: certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.
+Added: In such cases, for
+Added: disclosure purposes, the level within which the fair value measurement is categorized is based on the lowest level input that is
+Added: significant to the fair value measurement.
+Added: We measure the fair value of our deferred compensation liability, which is included in other liabilities and deferred
+Added: credits on the consolidated balance sheet, on a recurring basis using Level 2 inputs.
+Added: We measure the fair value of this liability
+Added: based on prices provided by independent market participants that are based on observable inputs using market-based valuation
+Added: The fair value of the interest rate swap agreements are based on the estimated amounts we would receive or pay to
+Added: terminate the contract at the reporting date and are determined using interest rate pricing models and interest rate related
+Added: observable inputs.
+Added: The changes in the fair value of the derivatives that are designated as cash flow hedges are being recorded in
+Added: accumulated other comprehensive income (loss) and will be subsequently reclassified into earnings during the period in which
+Added: the hedged forecasted transaction affects earnings.
+Added: We incorporate credit valuation adjustments to appropriately reflect both our own non-performance risk and the
+Added: respective counterparty’s non-performance risk in the fair value measurements.
+Added: In adjusting the fair value of our derivative
+Added: contracts for the effect of non-performance risk, we considered the impact of netting and any applicable credit enhancements,
+Added: such as collateral postings, thresholds, mutual puts, and guarantees.
+Added: Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair
+Added: value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of
+Added: current credit spreads to evaluate the likelihood of default by itself and its counterparties.
+Added: However, as of December 31, 2021
+Added: we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative
+Added: position and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivative.
+Added: As a result, we have determined that our derivative valuation in its entirety is classified in Level 2 of the fair value hierarchy.
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):
2 unchanged sentences
Deferred compensation liability $ — $ 2,503 $ — $ 2,503 $ — $ 2,059 $ — $ 2,059
−Removed: Interest rate swap asset $ — $ — $ — $ — $ — $ 434 $ — $ 434
Interest rate swap liability $ — $ 1,807 $ — $ 1,807 $ — $ 4,531 $ — $ 4,531
12 unchanged sentences
Unsecured senior guaranteed notes $ 797,953 $ 832,795 $ 947,444 $ 1,017,378
+Added: Senior unsecured notes, net $ 490,631 $ 503,000 $ — $ —
Unsecured line of credit $ — $ — $ 99,151 $ 100,000
3 unchanged sentences
$ 38,589 $ 38,173
−Removed: Interest rate swap asset
Acquired above market leases, net 149 121
2 unchanged sentences
Other intangible assets, net of accumulated amortization of $ 1,382 and $ 1,213 , respectively
−Removed: Debt issuance costs, net of accumulated amortization of $ 0 and $ 814 , respectively
Right-of-use lease asset, net 26,254 29,350
1 unchanged sentence
Total other assets $ 106,253 $ 106,112
−Removed: Lease incentives are amortized over the term of the related lease and included as a reduction of rental income in the statement of income.
+Added: Lease incentives are amortized over the term of the related lease and included as a reduction of rental income in the statement of comprehensive income.
OTHER LIABILITIES AND DEFERRED CREDITS
17 unchanged sentences
however, American Assets Trust, Inc.
−Removed: has guaranteed the Operating Partnership's Second Amended and Restated Credit Facility, term loan and carve-out guarantees on property-level debt.
+Added: has guaranteed the Operating Partnership's Third Amended and Restated Credit Facility (see note 19.
+Added: Subsequent Events), term loan and carve-out guarantees on property-level debt.
Debt of American Assets Trust, L.P.
3 unchanged sentences
December 31, 2021 December 31, 2020 as of December 31, 2021
−Removed: Torrey Reserve—VCI, VCII, VCIII (1)(2)
−Removed: — 6,498 6.36 % June 1, 2020
−Removed: Solana Beach Corporate Centre I-II (1)(2)
−Removed: — 10,270 5.91 % June 1, 2020
−Removed: Solana Beach Towne Centre (1)(2)
−Removed: — 34,235 5.91 % June 1, 2020
City Center Bellevue (1)
4 unchanged sentences
Total Secured Notes Payable $ 110,965 $ 110,923
−Removed: (1) Loan repaid in full, without premium or penalty, on March 2, 2020.
−Removed: (2) Principal payments based on a 30 -year amortization schedule.
(1) Interest only.
8 unchanged sentences
Senior Guaranteed Notes, Series A (3)
+Added: — 150,000 4.04 % (4)
October 31, 2021
12 unchanged sentences
July 30, 2030
+Added: 3.375% Senior Unsecured Notes 500,000 — 3.38 % February 1, 2031
1,550,000 1,200,000
−Removed: Debt issuance costs, net of accumulated amortization of $ 8,856 and $ 7,835 , respectively
+Added: Debt discount and issuance costs, net of accumulated amortization of $ 9,462 and $ 8,856 , respectively
( 11,762 ) ( 3,323 )
Total Unsecured Notes Payable $ 1,538,238 $ 1,196,677
−Removed: (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.
−Removed: Subsequent to January 9, 2021, the interest rate associated with Term Loan A will be variable as described below.
+Added: (1) As of December 31, 2021, the interest rate associated with Term Loan A was variable.
+Added: However, on January 14, 2022, the Operating Partnership entered into an interest rate swap agreement that is intended to fix the interest rate associated with the 2022 Term Loan A at approximately 2.80 % through January 5, 2027, subject to adjustments based on our consolidated leverage ratio.
+Added: (2) On January 5, 2022, we extended the 2022 Term Loan A to a maturity date of January 5, 2027 with no further extension options.
+Added: (3) Notes prepaid in full, with make-whole penalty thereon of approximately $ 3.9 million, on January 26, 2021.
(4) 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.
−Removed: On January 26, 2021, we prepaid the entirety of the Senior Guaranteed Notes, Series A with make-whole premium thereon.
+Added: On January 26, 2021, we prepaid the entirety of the Senior Guaranteed Notes, Series A with make-whole premium thereon and the related swap contract was fully amortized and terminated.
(5) 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.
10 unchanged sentences
The treasury lock 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, the Operating Partnership issued $ 500 million of senior unsecured notes (the "3.375% Senior Notes") that mature February 1, 2031 and bear interest at 3.375 % per annum.
+Added: The 3.375% Senior Notes were priced at 98.935 % of the principal amount with a yield to maturity of 3.502 %.
+Added: The net proceeds of the 3.375% Senior Notes, after the issuance discount, underwriting fees, and other costs were approximately $ 489.7 million, which were primarily used to (i) prepay our $ 150 million Senior Guaranteed Notes, Series A, with a make-whole payment (as defined in the Note Purchase Agreement for the Series A Notes) thereon of approximately $ 3.9 million, on January 26, 2021, (ii) repay our $ 100 million then outstanding balance under our Revolver Loan on January 26, 2021, (iii) fund the development of the La Jolla Commons III office building and (iv) for general corporate purposes.
On March 1, 2016, the Operating Partnership entered into a Term Loan Agreement with each lender from time to time party thereto, and U.S.
4 unchanged sentences
The Joinder and First Amendment provides for a new, seven years unsecured term loan to the Operating Partnership of $ 50 million that matures on March 1, 2023 ("Term Loan C").
−Removed: C has the same borrowing terms as the Term Loan Agreement noted below.
+Added: Term Loan C has the same borrowing terms as the Term Loan Agreement noted below.
Concurrent with the closing of the Joinder and First Amendment, the Operating Partnership drew down the entirety of Term Loan C.
3 unchanged sentences
Subject to the terms of the Term Loan Agreement, upon certain events of default, including, but not limited to, (i) a default in the payment of any principal or interest under Term Loan B or Term Loan C, and (ii) a default in the payment of certain other indebtedness of the Operating Partnership, the company or their subsidiaries, the principal and accrued and unpaid interest and prepayment penalties on the outstanding Term Loan B or Term Loan C will become due and payable at the option of the lenders.
−Removed: On January 9, 2018, we entered into the Third Amendment (“Third Amendment”) to the Term Loan Agreement, which maintains the seven years $ 150 million unsecured term loan (Term Loan B and Term Loan C) to the Operating Partnership that matures on March 1, 2023 (the “$150mm Term Loan”).
+Added: On January 9, 2018, we entered into the Third Amendment (“Third Amendment”) to the Term Loan Agreement, which maintains the $ 150 million unsecured term loan (Term Loan B and Term Loan C) to the Operating Partnership that matures on March 1, 2023 (the “$150mm Term Loan”).
Effective as of March 1, 2018, borrowings under the Term Loan Agreement with respect to the $150mm Term Loan bear interest at floating rates equal to, at the Operating Partnership’s option, either (1) LIBOR , plus a spread which ranges from 1.20 % to 1.70 % based on the Operating Partnership’s consolidated leverage ratio, or (2) a base rate equal to the highest of (a) 0 %, (b) the prime rate , (c) the federal funds rate plus 50 bps or (d) the Eurodollar rate plus 100 bps, in each case plus a spread which ranges from 0.70 % to 1.35 % based on the Operating Partnership’s consolidated leverage ratio.
4 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.
−Removed: 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.
+Added: On January 26, 2021, we
+Added: 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
−Removed: 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: 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 “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.
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.
5 unchanged sentences
Scheduled principal payments on secured and unsecured notes payable as of December 31, 2021 are as follows (in thousands):
−Removed: 2021 $ 150,000
Thereafter 1,000,000
+Added: (1) On January 5, 2022, we entered into the third amended and restated credit facility, which provides for aggregate, unsecured borrowings of up to $ 500 million, consisting of a revolving line of credit of $ 400 million, or the 2022 Revolver Loan, and a term loan of $ 100 million, or the 2022 Term Loan A”).
+Added: The 2022 Revolver Loan initially matures on January 5, 2026, subject to two , six-month extension options.
+Added: The 2022 Term Loan A matures on January 5, 2027, with no further extension options.
Credit Facility
8 unchanged sentences
The Prior Revolver Loan initially matured on January 9, 2018, subject to the Operating Partnership's option to extend the Prior Revolver Loan up to two times, with each such extension for a six months period.
−Removed: The Term Loan initially matured on January 9, 2016, subject to our option to extend the Term Loan A up to three times, with each such extension for a 12 -month
+Added: The Term Loan initially matured on January 9, 2016, subject to our option to extend the Term Loan A up to three times, with each such extension for a 12 -month period.
The foregoing extension options were exercisable by us subject to the satisfaction of certain conditions.
14 unchanged sentences
On January 9, 2018, we entered into a second amended and restated credit agreement (the "Second Amended and Restated Credit Facility"), which amended and restated the Prior Credit Agreement.
−Removed: The Second Amended and Restated Credit Facility provides for aggregate, unsecured borrowing of $ 450 million, consisting of a revolving line of credit of $ 350 million (the "Revolver Loan") and a term loan of $ 100 million (the "Term Loan A").
−Removed: 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, 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.
−Removed: 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.
−Removed: The foregoing rates are more favorable than previously contained in the Prior Credit Facility in place as of December 31, 2017.
+Added: The Second Amended and Restated Credit Facility provided for aggregate, unsecured borrowing of $ 450 million, consisting of a revolving line of credit of $ 350 million (the "Revolver Loan") and a term loan of $ 100 million (the "Term Loan A").
+Added: The Second Amended and Restated Credit Facility had an accordion feature that would have allowed us to increase the availability thereunder up to an additional $ 250 million, subject to meeting specified requirements and obtaining additional commitments from lenders.
+Added: At December 31, 2021, there were no amounts outstanding balance under the Revolver Loan and the related debt issuance costs were fully amortized.
+Added: Borrowings under the Second Amended and Restated Credit Facility had 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.
+Added: The foregoing rates were more favorable than previously contained in the Prior Credit Facility in place as of December 31, 2017.
For the year-ended December 31, 2021, the weighted average interest rate on the Revolver Loan was 1.14 %.
−Removed: The Revolver Loan initially matures on January 9, 2022, subject to our option to extend the Revolver Loan up to two times, with each such extension for a six months period.
+Added: The Revolver Loan initially matured on January 9, 2022, subject to our option to extend the Revolver Loan up to two times, with each such extension for a six months period.
The extension options are exercisable by us subject to the satisfaction of certain conditions.
1 unchanged sentence
On October 16, 2020, we exercised an option to extend the maturity date of Term Loan A to January 9, 2022.
−Removed: Additionally, in connection with the First Amendment, borrowings under the Second Amended and Restated Credit Facility
−Removed: 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.
−Removed: 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.
−Removed: Additionally, the Second Amended and Restated Credit Facility includes a number of customary financial covenants, including:
+Added: 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 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: The foregoing rates were 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.
+Added: Additionally, the Second Amended and Restated Credit Facility included a number of customary financial covenants, including:
• A maximum leverage ratio (defined as total indebtedness net of certain cash and cash equivalents to total asset value) of 60 %,
4 unchanged sentences
• Recourse indebtedness at any time cannot exceed 15 % of total asset value.
−Removed: The Second Amended and Restated Credit Facility provides that our annual distributions may not exceed the greater of (1) 95 % of our FFO or (2) the amount required for us to (a) qualify and maintain our REIT status and (b) avoid the payment of federal or state income or excise tax.
+Added: The Second Amended and Restated Credit Facility provided that our annual distributions may not exceed the greater of (1) 95 % of our FFO or (2) the amount required for us to (a) qualify and maintain our REIT status and (b) avoid the payment of federal or state income or excise tax.
If certain events of default exist or would result from a distribution, we may be precluded from making distributions other than those necessary to qualify and maintain our status as a REIT.
As of December 31, 2021, the Operating Partnership was in compliance with all then in-place Second Amended and Restated Credit Facility covenants.
+Added: On January 5, 2022, we entered into the Third Amended and Restated Credit Facility, which provides for aggregate, unsecured borrowings of up to $ 500 million, consisting of a revolving line of credit of $ 400 million (the “2022 Revolver Loan”) and a term loan of $ 100 million (the “2022 Term Loan A”).
+Added: The 2022 Revolver Loan initially matures on January 5, 2026, subject to two , six-month extension options.
+Added: The 2022 Term Loan A matures on January 5, 2027, with no further extension options.
+Added: Borrowings under the Third Amended and Restated Credit Agreement bear interest at floating rates equal to, at the Operating Partnership’s option, either (1) the applicable Secured Overnight Financing Rate (“ SOFR ”), plus the applicable SOFR Adjustment and a spread which ranges from (a) 1.05 %- 1.50 % (with respect to the 2022 Revolver Loans) and (b) 1.20 % to 1.70 % (with respect to the 2022 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, (c) the Term SOFR Screen Rate with a term of one month plus 100 bps and (d) 1.00 %, plus a spread which ranges from (i) 0.10 %- 0.50 % (with respect to 2022 Revolver Loan) and (ii) 0.20 % to 0.70 % (with respect to the 2022 Term Loan A), in each case based on our consolidated leverage ratio.
+Added: Note that on January 14, 2022, the Operating Partnership entered into an interest rate swap agreement that is intended to fix the interest rate associated with the 2022 Term Loan A at approximately 2.80 % through January 5, 2027, subject to adjustments based on our consolidated leverage ratio.
DERIVATIVE AND HEDGING ACTIVITIES
37 unchanged sentences
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: On January 14, 2022, we entered into two separate interest rate swap contracts, one with Wells Fargo Bank, National Association and one with Bank of America, National Association, to reduce the interest rate variability exposure of the interest cash flows of the 2022 Term Loan A.
+Added: Each of the two five year swap contracts have a notional amount of $ 50 million, a termination date of January 5, 2027 , a fixed pay rate of 2.8 % (both swaps combined), and a receive rate equal to the one-month SOFR, with fixed rate payments due monthly commencing February 1, 2022, floating payments due monthly commencing February 1, 2022, and floating reset dates two days prior to the first day of each calculation period.
+Added: The five-year swap contracts accrual period, January 14, 2022 to January 5, 2027, was designed to match the tenor of our 2022 Term Loan A, which successfully closed on January 5, 2022.
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.
1 unchanged sentence
Swap Counterparty Notional Amount Effective Date Maturity Date Fair Value
−Removed: Bank of America, N.A.
$ 100,000 3/1/2016 3/1/2023 $ ( 1,206 )
−Removed: $ 100,000 3/1/2016 3/1/2023 $ ( 2,972 )
Wells Fargo Bank, N.A.
24 unchanged sentences
Stockholders' Equity
−Removed: On May 6, 2013, we entered into an at-the-market (“ATM”) equity program with four sales agents pursuant to which we may, from time to time, offer and sell shares of our common stock having an aggregate offering price of up to $ 150.0 million.
−Removed: We completed $ 150.0 million of issuances under such ATM program on May 21, 2015.
−Removed: On May 27, 2015, we entered into a new ATM equity program with five sales agents under which we may, from time to time, offer and sell shares of our common stock having an aggregate offering price of up to $ 250.0 million.
−Removed: 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.
+Added: On December 3, 2021, we entered into a new ATM equity program, our only current ATM equity program, with five sales agents under which we may, from time to time, offer and sell shares of our common stock having an aggregate offering price of up to $ 250.0 million.
+Added: The sale of shares of our common stock made through the ATM equity program are made in "at-the-market" offerings as defined in Rule 415 of the Securities Act of 1933, as amended.
For the year ended December 31, 2021, 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.
−Removed: As of December 31, 2020, we had the capacity to issue up to an additional $ 132.6 million in shares of our common stock under our ATM equity program.
+Added: As of December 31, 2021, we had the capacity to issue up to an additional $ 250.0 million in shares of our common stock under our current ATM equity program.
Actual future sales will depend on a variety of factors including, but not limited to, market conditions, the trading price of our common stock and our capital needs.
−Removed: We have no obligation to sell the remaining shares available for sale under the active ATM equity program.
+Added: As of December 31, 2021, we have no obligation to sell the remaining shares available for sale under the active ATM equity program.
In June 2019, we issued and sold 10,925,000 shares of common stock in an underwritten public offering.
31 unchanged sentences
Stock-Based Compensation
−Removed: 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: 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: The company has established the 2011 Equity Incentive Award 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.
+Added: In June 2020, at the annual shareholder meeting, the shareholders approved the Amended and Restated 2011 Equity Incentive Award Plan (the "Amended and Restated 2011 Plan").
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, 2021, 2,402,848 shares of common stock remain available for future issuance.
10 unchanged sentences
June 8, 2021 (1)
−Removed: $ 33.29 6,008
December 9, 2021 (4)
8 unchanged sentences
Up to one-third of the shares of restricted stock may vest based on such performance criteria determined as of November 30, 2022, 2023 and 2024, subject to the employee's continued employment on those dates.
−Removed: For the performance-based stock awards, the fair value of the awards was estimated using a Monte Carlo Simulation model.
+Added: For the 2019 grants and 2020 grants, the fair value of the awards was estimated using a Monte Carlo Simulation model.
Our stock price, along with the stock prices of the group of peer REITs, is assumed to follow the Multivariate Geometric Brownian Motion Process.
2 unchanged sentences
The expected growth rate of the stock prices over the “derived service period” of the employee is determined with consideration of the risk free rate as of the grant date.
−Removed: For the restricted stock grants that are time-vesting, we estimate the stock compensation expense based on the fair value of the stock at the grant date.
+Added: For the 2021 grants, the fair value of the awards was estimated using a Monte Carlo Simulation model.
+Added: For the 2021 grants vesting is subject to multiple vesting conditions as follows:
+Added: (1) a service condition which requires continued employment of the employee as of each vesting date during the three-year vesting term for the employee to be eligible for vesting, (2) a performance condition with respect to our FFO per share for the FFO performance periods and (3) a market condition with respect to our relative total shareholder return performance over a one-year, two-year and three-year performance period ending on November 30, 2022, 2023 and 2024 as compared to a pre-determined index.
+Added: On each measurement date the performance condition and market condition performance will determine the number of shares that vest.
+Added: We measure stock-based compensation expense based on the fair value of the award on the grant date, adjusted for changes to probabilities of achieving performance targets, and recognize expense over the vesting period.
+Added: For the restricted stock grants that are time-vesting, issued to our non-employee directors, we estimate the stock compensation expense based on the fair value of the stock at the grant date.
The following table summarizes the activity of non-vested restricted stock awards during the year ended December 31, 2021:
5 unchanged sentences
Balance at end of year 487,397 $ 23.78
−Removed: We recognize noncash compensation expense ratably over the vesting period, and accordingly, we recognized $ 6.3 million, $ 4.5 million and $ 3.0 million in noncash compensation expense for the years ended December 31, 2020, 2019 and 2018, respectively, each of which is included in general and administrative expense on the statement of income.
+Added: We recognize noncash compensation expense ratably over the vesting period, and accordingly, we recognized $ 8.5 million, $ 6.3 million and $ 4.5 million in noncash compensation expense for the years ended December 31, 2021, 2020 and 2019, respectively, each of which is included in general and administrative expense on the statement of comprehensive income.
Unrecognized compensation expense was $ 8.2 million at December 31, 2021, which will be recognized over a weighted-average period of 1.6 years .
37 unchanged sentences
Earnings per common share, diluted $ 0.47 $ 0.46 $ 0.84
−Removed: We elected to be taxed as a REIT and operate in a manner that allows us to qualify as a REIT, for federal income tax purposes commencing with our taxable year ending December 31, 2011.
−Removed: As a REIT, we are generally not subject to corporate level income tax on the earnings distributed currently to our stockholders that we derive from our REIT qualifying activities.
−Removed: Taxable income from non-REIT activities managed through our TRS is subject to federal and state income taxes.
+Added: We elected to be taxed as a REIT and operate in a manner that allows us to qualify as a REIT for federal income tax purposes commencing with our taxable year ended December 31, 2011.
+Added: As a REIT, we are generally not subject to corporate level income tax on the earnings distributed currently to our stockholders.
+Added: Our TRS is subject to federal and state income taxes.
We lease our hotel property to a wholly owned TRS that is subject to federal and state income taxes.
2 unchanged sentences
A deferred tax liability is included in our consolidated balance sheets of $ 1.0 million and $ 0.6 million as of December 31, 2021 and 2020, respectively, in relation to real estate asset basis differences and prepaid expenses for our TRS.
−Removed: The income tax provision included in other income (expense) on the consolidated statement of income is as follows (in thousands):
+Added: The income tax provision included in other (expense) income on the consolidated statement of comprehensive income is as follows (in thousands):
Year Ended December 31,
15 unchanged sentences
however, litigation is subject to inherent uncertainties.
−Removed: Also, under our leases, tenants are typically obligated to indemnify us from and against all liabilities, costs and expenses imposed upon or asserted against us as owner of the properties due to certain matters relating to the operation of the properties by the tenant.
+Added: Also, under our leases, tenants are typically obligated to indemnify us from and against all liabilities, costs and expenses imposed upon or asserted against us as owner of the properties due to certain matters relating to the tenants' operations at our properties.
See Footnote 13 for description of our leases, as a lessee.
25 unchanged sentences
Our mixed-use property located in Honolulu, Hawaii accounted for 11.3 % of total revenues for the year ended December 31, 2021.
+Added: Tenants in the office industry accounted for 49.6 % and 51.5 % of total revenues for the years December 31, 2021 and 2020, respectively.
+Added: This makes us susceptible to demand for office rental space and subject to the risks associated with an investment in real estate with a concentration of tenants in the office industry.
Tenants in the retail industry accounted for 25.2 % and 25.6 % of total revenues for the years December 31, 2021 and 2020, respectively.
1 unchanged sentence
Two retail properties, Alamo Quarry Market and Waikele Center, accounted for 9.1 % and 9.1 % of total revenues for the years ended December 31, 2021 and 2020, respectively.
−Removed: Tenants in the office industry accounted for 51.5 % and 39.5 % of total revenues for the years December 31, 2020 and 2019, respectively.
−Removed: This makes us susceptible to demand for office rental space and subject to the risks associated with an investment in real estate with a concentration of tenants in the office industry.
For the years ended December 31, 2021 and 2020, no tenant accounted for more than 10.0 % of our total rental revenue.
16 unchanged sentences
We attempt to maximize the amount we expect to derive from the underlying real estate property following the end of a lease, to the extent it is not extended.
−Removed: We maintain a proactive leasing and capital improvement program that, combined with
−Removed: the quality and locations of our properties, has made our properties attractive to tenants.
+Added: We maintain a proactive leasing and capital improvement program that, combined with the quality and locations of our properties, has made our properties attractive to tenants.
However, the residual value of a real estate property is still subject to various market-specific, asset-specific, and tenant-specific risks and characteristics.
−Removed: At December 31, 2020, our retail, office and mixed-use properties are located in five states:
+Added: At December 31, 2021, our office, retail and mixed-use properties are located in five states:
California, Oregon, Hawaii, Washington and Texas.
14 unchanged sentences
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.
−Removed: 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.
Our lease agreements do not contain any residual value guarantees or material restrictive covenants.
9 unchanged sentences
Operating lease cost $ 3,926 $ 3,902
−Removed: Variable lease cost — —
Sublease income ( 3,634 ) ( 4,297 )
10 unchanged sentences
The subleases contain extension options, subject to our ability to extend the Annex Lease, that can extend the subleases through December 31, 2039 at the fair rental value at the time the extension option is exercised.
−Removed: At Waikiki Beach Walk, we (as sublandlord) sublease a portion of the building to Quiksilver under an operating lease effective through December 31, 2021.
+Added: At Waikiki Beach Walk, we (as sublandlord) subleased a portion of the building to Quiksilver under an operating lease effective through December 31, 2021.
+Added: The operating lease and sublease were terminated, without penalty as of June 30, 2021.
COMPONENTS OF RENTAL INCOME AND EXPENSE
7 unchanged sentences
Mixed-Use 9,901 7,302 15,702
−Removed: Cost reimbursement — — 34,584
Percentage rent 4,337 3,516 2,476
15 unchanged sentences
Total rental expenses $ 86,980 $ 79,178 $ 91,967
−Removed: OTHER INCOME (EXPENSE)
−Removed: The principal components of other income (expense), net are as follows (in thousands):
+Added: OTHER (EXPENSE) INCOME
+Added: The principal components of other (expense) income, net are as follows (in thousands):
Year Ended December 31,
1 unchanged sentence
Interest and investment income $ 324 $ 436 $ 696
−Removed: Income tax benefit (expense) 9 ( 819 ) ( 327 )
−Removed: Other non-operating income
−Removed: Total other income (expense)
−Removed: $ 447 $ ( 122 ) $ ( 85 )
+Added: Income tax (expense) benefit ( 738 ) 9 ( 819 )
+Added: Other non-operating (expense) income ( 4 ) 2 1
+Added: Total other (expense) income $ ( 418 ) $ 447 $ ( 122 )
RELATED PARTY TRANSACTIONS
−Removed: 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, $ 0.0 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, $ 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.
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.
−Removed: 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.
−Removed: At Torrey Reserve Campus, we lease space to EDisability, LLC, an entity majority owned and controlled by Ernest Rady.
+Added: Rents commenced on March 1, 2021 for an initial lease term of ten years at an average annual rental rate of $ 0.2 million.
+Added: Rental revenue recognized on the leases of $ 0.3 million, $ 0.2 million and $ 0.2 million for the years ended December 31, 2021, 2020 and 2019, respectively, is included in rental income on the consolidated statements of comprehensive income.
+Added: At Torrey Reserve Campus, we lease space to EDisability, LLC, an entity majority owned and controlled by Mr.
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.
−Removed: 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: Rents under the new lease agreement commenced on June 1, 2021 for an initial three years at an average rental rate of $ 0.1 million.
Rent revenue recognized on the lease of $ 0.1 million, $ 0.2 million and $ 0.2 million for the years ended December 31, 2021, 2020 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.
−Removed: ("AAIA"), an entity owned and controlled by Ernest Rady.
+Added: ("AAIA"), an entity owned and controlled by Mr.
For the years ending December 31, 2021, 2020 and 2019, we incurred approximately $ 0.2 million, $ 0.0 million and $ 0.2 million, respectively, of expenses related to aircraft services of AAIA or reimbursement to Mr.
4 unchanged sentences
The Waikiki Beach Walk entities have a 47.7 % investment in WBW CHP LLC, an entity that was formed to, among other things, construct a chilled water plant to provide air conditioning to the property and other adjacent facilities.
−Removed: The operating expenses of WBW CHP LLC are recovered through reimbursements from its members, and reimbursements to WBW CHP LLC of $ 1.0 million, $ 1.1 million and $ 1.1 million were made for the years ended December 31, 2020, 2019 and 2018, respectively, and included in rental expenses on the statements of income.
+Added: The operating expenses of WBW CHP LLC are recovered through reimbursements from its members, and reimbursements to WBW CHP LLC of $ 1.0 million, $ 1.0 million and $ 1.1 million were made for the years ended December 31, 2021, 2020 and 2019, respectively, and included in rental expenses on the statements of comprehensive income.
SEGMENT REPORTING
11 unchanged sentences
Therefore, depreciation and amortization expense is not allocated among segments.
−Removed: General and administrative expenses,
−Removed: interest expense, depreciation and amortization expense and other income and expense are not included in segment profit as our internal reporting addresses these items on a corporate level.
+Added: General and administrative expenses, interest expense, depreciation and amortization expense and other income and expense are not included in segment profit as our internal reporting addresses these items on a corporate level.
Segment profit is not a measure of operating income or cash flows from operating activities as measured by GAAP, and it is not indicative of cash available to fund cash needs and should not be considered an alternative to cash flows as a measure of liquidity.
26 unchanged sentences
Interest expense ( 58,587 ) ( 53,440 ) ( 54,008 )
+Added: Loss on early extinguishment of debt ( 4,271 ) — —
Gain on sale of real estate — — 633
−Removed: Other income (expense), net 447 ( 122 ) ( 85 )
+Added: Other (expense) income, net ( 418 ) 447 ( 122 )
Net income 36,593 35,588 60,188
14 unchanged sentences
Office $ 111,000 $ 111,000
−Removed: Retail — 34,235
$ 111,000 $ 111,000
18 unchanged sentences
Net income attributable to restricted shares ( 147 ) ( 145 ) ( 135 ) ( 137 )
−Removed: Net income loss attributable to unitholders in the Operating Partnership
−Removed: ( 767 ) ( 1,365 ) ( 2,101 ) ( 3,312 )
+Added: Net income attributable to unitholders in the Operating Partnership ( 2,194 ) ( 2,709 ) ( 2,411 ) ( 339 )
Net income attributable to American Assets Trust, Inc.
8 unchanged sentences
Operating income 16,415 20,323 22,995 28,848
−Removed: Net income (loss) 16,485 16,519 11,941 15,243
−Removed: Net (income) loss attributable to restricted shares
−Removed: ( 104 ) ( 92 ) ( 92 ) ( 93 )
−Removed: Net (income) loss attributable to unitholders in the Operating Partnership
−Removed: ( 3,536 ) ( 3,565 ) ( 2,933 ) ( 4,055 )
−Removed: Net income (loss) attributable to American Assets Trust, Inc.
−Removed: $ 12,845 $ 12,862 $ 8,916 $ 11,095
−Removed: Net income (loss) per share attributable to common stockholders - basic and diluted
−Removed: $ 0.22 $ 0.22 $ 0.18 $ 0.24
+Added: Net income 3,788 6,490 9,826 15,484
+Added: Net income attributable to restricted shares ( 123 ) ( 87 ) ( 69 ) ( 104 )
+Added: Net income attributable to unitholders in the Operating Partnership ( 767 ) ( 1,365 ) ( 2,101 ) ( 3,312 )
+Added: Net income attributable to American Assets Trust, Inc.
+Added: stockholders $ 2,898 $ 5,038 $ 7,656 $ 12,068
+Added: Net income per share attributable to common stockholders - basic and diluted $ 0.05 $ 0.08 $ 0.13 $ 0.20
The tables below reflect selected American Assets Trust, L.P.
18 unchanged sentences
Operating income 16,415 20,323 22,995 28,848
−Removed: Net income (loss) 16,485 16,519 11,941 15,243
−Removed: Net (income) loss attributable to restricted shares
−Removed: ( 104 ) ( 92 ) ( 92 ) ( 93 )
−Removed: Net income (loss) attributable to American Assets Trust, L.P.
−Removed: $ 16,381 $ 16,427 $ 11,849 $ 15,150
+Added: Net income 3,788 6,490 9,826 15,484
+Added: Net income attributable to restricted shares ( 123 ) ( 87 ) ( 69 ) ( 104 )
+Added: Net income attributable to American Assets Trust, L.P.
+Added: unit holders $ 3,665 $ 6,403 $ 9,757 $ 15,380
Net income per unit attributable to common unit holders - basic and diluted
1 unchanged sentence
SUBSEQUENT EVENTS
−Removed: 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.
−Removed: The notes were priced at 98.935 % of the principal amount with a yield to maturity of 3.502 %.
−Removed: 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.
+Added: On January 5, 2022, we entered into the Third Amended and Restated Credit Facility, which provides for aggregate, unsecured borrowings of up to $ 500 million, consisting of a revolving line of credit of $ 400 million, the 2022 Revolver Loan, and a term loan of $ 100 million, the 2022 Term Loan A.
+Added: The 2022 Revolver Loan initially matures on January 5, 2026, subject to two , six-month extension options.
+Added: The 2022 Term Loan A matures on January 5, 2027, with no further extension options.
+Added: Additionally, on January 14, 2022, the company entered into an interest rate swap agreement that is intended to fix the interest rate associated with the 2022 Term Loan A at approximately 2.80 % through January 5, 2027, subject to adjustments based on our consolidated leverage ratio.
American Assets Trust, Inc.
22 unchanged sentences
City Center Bellevue 111,000 25,135 190,998 57,802 25,135 248,800 ( 73,173 ) 1987 8/21/2012 40 years
+Added: Eastgate Office Park — 35,822 82,737 490 35,822 83,227 ( 1,854 ) 1985 7/7/2021 40 years
+Added: Corporate Campus East III — 23,203 55,992 11 23,203 56,003 ( 681 ) 1986 9/10/2021 40 years
First & Main — 14,697 109,739 11,260 14,697 120,999 ( 37,427 ) 2010 3/11/2011 40 years
The Landmark at One Market — 34,575 141,196 32,405 34,575 173,601 ( 47,420 ) 1917/2000 6/30/2010 40 years
−Removed: Lloyd District Portfolio — 18,660 61,401 101,072 11,845 169,288 ( 43,017 ) 1940-2015 7/1/2011 40 years
+Added: Lloyd Portfolio — 18,660 61,401 104,807 11,845 173,023 ( 50,452 ) 1940-2015 7/1/2011 40 years
One Beach Street — 15,332 18,017 20,378 15,332 38,395 ( 4,456 ) 1924/1972/1987/1992 1/24/2012 40 years
−Removed: Solana Beach Corporate Centre:
−Removed: 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
−Removed: 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
−Removed: Solana Beach Corporate Centre Land — 487 — 60 547 — — N/A 1/19/2011 N/A
+Added: Solana Crossing:
+Added: Solana Crossing I-II — 7,111 17,100 8,166 7,111 25,266 ( 8,342 ) 1982/2005 1/19/2011 40 years
+Added: Solana Crossing III-IV — 7,298 27,887 6,271 7,298 34,158 ( 10,859 ) 1982/2005 1/19/2011 40 years
+Added: Solana Crossing Land — 487 — 60 547 — — N/A 1/19/2011 N/A
Torrey Reserve Campus:
15 unchanged sentences
Santa Fe Park RV Resort — 401 928 1,460 401 2,388 ( 1,613 ) 1971/2007-2008 6/1/1979 30 years
−Removed: 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.
9 unchanged sentences
Improvements Land Building and
+Added: Pacific Ridge Apartments — 47,971 178,497 2,831 47,971 181,328 ( 31,341 ) 2013 4/28/2017 30 years
Hassalo on Eighth - Multifamily — — — 178,503 6,219 172,284 ( 37,589 ) 2015 7/1/2011 30 years
25 unchanged sentences
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.