UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to AMERICAN ASSETS TRUST, INC. (Exact Name of Registrant as Specified in its Charter) Commission file number: 001-35030 AMERICAN ASSETS TRUST, L.P. (Exact Name of Re ...

American Assets Trust, Inc. (NYSE:AAT) Q3 2023 Earnings Call Transcript October 25, 2023 11:00 AM ET Company Participants Adam Wyll - President & Chief Operating Officer Ernest Rady - Chairman & Chief Executive Officer Robert Barton - EVP, Treasurer & Chief Financial Officer Steve Center - SVP, Office Properties ABIGAIL REX - Vice President, Multifamily, San Diego Conference Call Participants Ravi Vaidya - Mizuho Adam Kramer - Morgan Stanley Operator Good day and welcome to the American Assets Trust Third Q ...

Company Performance - American Assets Trust (AAT) achieved a Total Revenue Compound Annual Growth Rate (CAGR) of 6.9% from its IPO to 2022[7] - AAT's Funds From Operations (FFO) per share CAGR was 7.0% from IPO to 2022[7] - The Net Asset Value (NAV) CAGR was 7.0% from 2011 to 2022[7] - Dividends saw a CAGR of 4.4% from IPO to 2022[7] - Total Revenue in 2022 reached $423 million, reflecting a CAGR of +6.9%[8] Portfolio Composition - The company's portfolio includes 4,050 thousand square feet of office space, 3,092 thousand square feet of retail space, and 94 units/rooms of mixed-use properties[21] - The portfolio also contains 2,110 multifamily units and 369 hotel rooms[21] - Multifamily properties account for 18% of Annualized Base Rent (ABR), while retail accounts for 25%[21] - Office properties make up 57% of ABR[21] Financials - Cash balance as of March 31, 2023, was $87 million[29] - Line of Credit availability as of March 31, 2023, was $400 million[29] - Unsecured debt accounts for 96% of the debt structure[30]

[PART I. FINANCIAL INFORMATION](index=6&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements for American Assets Trust, Inc. and its Operating Partnership, including detailed notes [Consolidated Financial Statements of American Assets Trust, Inc.](index=6&type=section&id=Consolidated%20Financial%20Statements%20of%20American%20Assets%20Trust%2C%20Inc.) American Assets Trust, Inc. reported total revenues of $217.5 million and net income of $28.1 million for the six months ended June 30, 2023 Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Total Assets | $3,012,460 | $2,987,881 | | Total Liabilities | $1,836,344 | $1,802,356 | | Total Equity | $1,176,116 | $1,185,525 | Consolidated Income Statement Highlights (in thousands, except per share data) | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | $109,721 | $104,155 | $217,475 | $205,625 | | Net Income Attributable to Stockholders | $11,983 | $10,582 | $28,119 | $21,105 | | Diluted EPS | $0.20 | $0.18 | $0.47 | $0.35 | Consolidated Cash Flow Highlights - Six Months Ended June 30 (in thousands) | Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $98,118 | $86,057 | | Net cash used in investing activities | ($49,086) | ($112,479) | | Net cash used in financing activities | ($13,894) | ($52,352) | | **Net increase (decrease) in cash** | **$35,138** | **($78,774)** | [Consolidated Financial Statements of American Assets Trust, L.P.](index=11&type=section&id=Consolidated%20Financial%20Statements%20of%20American%20Assets%20Trust%2C%20L.P.) The Operating Partnership's financial statements mirror the parent company's, with key differences in the capital section's presentation - The primary distinction in the L.P.'s financial statements compared to the parent REIT is the presentation of equity, where limited partners' interests are shown as '**Limited partners' capital**' and the parent's interest as '**General partner's capital**', while in the REIT's statements, limited partners' interests are classified as '**Noncontrolling interests**'[11](index=11&type=chunk)[27](index=27&type=chunk) Consolidated L.P. Income Statement Highlights (in thousands, except per unit data) | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | $109,721 | $104,155 | $217,475 | $205,625 | | Net Income Attributable to AAT, L.P. | $15,207 | $13,434 | $35,684 | $26,793 | | Diluted EPU | $0.20 | $0.18 | $0.47 | $0.35 | [Notes to Consolidated Financial Statements](index=16&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes provide detailed explanations of accounting policies, business structure, property portfolio, debt, and segment performance - The company operates as a vertically integrated REIT with **31 properties** as of June 30, 2023, concentrated in office, retail, multifamily, and mixed-use sectors, with operations carried out through its Operating Partnership (AAT, L.P.), which is a **variable interest entity (VIE)** consolidated by the company[41](index=41&type=chunk)[42](index=42&type=chunk)[48](index=48&type=chunk) - The company operates in **four business segments**: Office, Retail, Multifamily, and Mixed-Use, with the **Office segment** generating the highest profit at **$73.5 million** for the six months ended June 30, 2023[152](index=152&type=chunk)[153](index=153&type=chunk)[155](index=155&type=chunk) - American Assets Trust, Inc. does not hold any indebtedness directly, as **all debt is held by the Operating Partnership**, though the parent company guarantees the L.P.'s obligations[80](index=80&type=chunk) Total Debt of American Assets Trust, L.P. (in thousands) | Debt Type | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Secured notes payable, net | $74,623 | $74,578 | | Unsecured notes payable, net | $1,613,663 | $1,539,453 | | Unsecured line of credit, net | $0 | $34,057 | | **Total Debt** | **$1,688,286** | **$1,648,088** | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=36&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance, including revenue growth, operational results, leasing, liquidity, capital resources, and non-GAAP measures [Results of Operations](index=40&type=section&id=Results%20of%20Operations) Total property revenues increased by 5% for Q2 2023 and 6% for the six-month period, driven by retail and mixed-use segments Comparison of Q2 2023 vs Q2 2022 (in thousands) | Metric | Q2 2023 | Q2 2022 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Total Property Revenues | $109,721 | $104,155 | $5,566 | 5% | | Total Property Expenses | $39,797 | $37,140 | $2,657 | 7% | | Net Income | $15,397 | $13,588 | $1,809 | 13% | Comparison of Six Months 2023 vs 2022 (in thousands) | Metric | Six Months 2023 | Six Months 2022 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Total Property Revenues | $217,475 | $205,625 | $11,850 | 6% | | Total Property Expenses | $78,934 | $72,714 | $6,220 | 9% | | Net Income | $36,063 | $27,102 | $8,961 | 33% | - The significant increase in 'Other income, net' for the six-month period was primarily due to a net settlement payment of approximately **$6.3 million** received in January 2023 related to building systems at the Hassalo on Eighth property[239](index=239&type=chunk) [Leasing Activity](index=39&type=section&id=Leasing%20Activity) Q2 2023 saw significant office and retail leasing activity, with varied changes in cash and GAAP rental rates - **Office Leasing (Q2 2023):** Signed **120,365 sq. ft**. Comparable renewal leases (**119,307 sq. ft.**) saw a cash rental rate decrease of **3.5%** and a GAAP basis increase of **4.5%**[179](index=179&type=chunk) - **Retail Leasing (Q2 2023):** Signed **121,955 sq. ft**. Comparable renewal leases (**96,955 sq. ft.**) saw a cash and GAAP rental rate increase of **2.9%** and **2.1%**, respectively[180](index=180&type=chunk) [Liquidity and Capital Resources](index=50&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity relies on L.P. distributions, with the L.P. maintaining strong cash reserves and access to an ATM program - American Assets Trust, Inc. (the REIT) is dependent on distributions from the Operating Partnership (L.P.) to fund its primary cash requirement: paying dividends to stockholders[241](index=241&type=chunk)[243](index=243&type=chunk) - The Operating Partnership had **$84.7 million** in cash and cash equivalents as of June 30, 2023, with short-term liquidity met by cash from operations and its credit facility[251](index=251&type=chunk)[252](index=252&type=chunk) - The company has an active at-the-market (ATM) equity program with the capacity to issue up to **$250 million** in common stock, though no shares were sold in the six months ended June 30, 2023[106](index=106&type=chunk)[249](index=249&type=chunk) [Non-GAAP Financial Measures (NOI & FFO)](index=53&type=section&id=Non-GAAP%20Financial%20Measures) The company utilizes NOI and FFO as key supplemental performance measures, reporting increases for the six months ended June 30, 2023 NOI Reconciliation (in thousands) | Period | Net Operating Income (NOI) | Net Income (GAAP) | | :--- | :--- | :--- | | **Three Months Ended June 30, 2023** | $69,924 | $15,397 | | **Three Months Ended June 30, 2022** | $67,015 | $13,588 | | **Six Months Ended June 30, 2023** | $138,541 | $36,063 | | **Six Months Ended June 30, 2022** | $132,911 | $27,102 | Funds from Operations (FFO) (in thousands, except per share data) | Period | FFO Attributable to Common Stock & Units | FFO per Diluted Share/Unit | | :--- | :--- | :--- | | **Three Months Ended June 30, 2023** | $45,034 | $0.59 | | **Six Months Ended June 30, 2023** | $95,414 | $1.25 | [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=55&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's primary market risk is interest rate risk, with most debt fixed or hedged by swap agreements - As of June 30, 2023, the company had **$1.4 billion** of fixed-rate debt, where a **1.0%** increase in interest rates would decrease its fair value by approximately **$39.3 million**[269](index=269&type=chunk) - The company had **$325.0 million** of variable-rate debt outstanding, but its interest rate risk is managed as this debt is effectively fixed by interest rate swap agreements[269](index=269&type=chunk)[271](index=271&type=chunk) [Item 4. Controls and Procedures](index=56&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2023, with no material changes to internal controls - Management concluded that as of June 30, 2023, the disclosure controls and procedures for both American Assets Trust, Inc. and American Assets Trust, L.P. were effective[273](index=273&type=chunk)[276](index=276&type=chunk) - No material changes to internal control over financial reporting occurred during the quarter for either entity[274](index=274&type=chunk)[277](index=277&type=chunk) [PART II. OTHER INFORMATION](index=57&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=57&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any legal proceedings expected to have a material effect on its business - The company states it is not currently involved in any material legal proceedings[278](index=278&type=chunk) [Item 1A. Risk Factors](index=57&type=section&id=Item%201A.%20Risk%20Factors) No material changes to previously disclosed risk factors were reported for the quarter - No material changes to risk factors were reported for the quarter[279](index=279&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=57&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None[279](index=279&type=chunk) [Item 6. Exhibits](index=58&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including CEO/CFO certifications and XBRL data files

American Assets Trust, Inc. (NYSE:AAT) Q2 2023 Earnings Conference Call July 26, 2023 11:00 AM ET Company Participants Adam Wyll - President & Chief Operating Officer Ernest Rady - Chairman & Chief Executive Officer Robert Barton - EVP, Treasurer & Chief Financial Officer Steve Center - SVP, Office Properties Conference Call Participants Ravi Vaidya - Mizuho Todd Thomas - KeyBanc Capital Markets Operator Good day. As a reminder, today's conference call is being recorded. Please note that statements made on ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to AMERICAN ASSETS TRUST, INC. (Exact Name of Registrant as Specified in its Charter) Commission file number: 001-35030 AMERICAN ASSETS TRUST, L.P. (Exact Name of Regist ...

Financial Data and Key Metrics Changes - The company reported Q1 2023 FFO per share of $0.66, an increase of approximately $0.10 from Q4 2022, primarily due to a nonrecurring litigation settlement and better performance from the multifamily and mixed-use portfolios [14][15][16] - Same-store cash NOI growth for Q1 2023 was approximately 6.5% year-over-year, with specific growth rates of 3.2% for office, 6% for retail, 13% for multifamily, and 19% for mixed-use [16][17] - The company updated its 2023 FFO per share guidance range to $2.23 to $2.33, reflecting a 2.2% increase from previous guidance [18][19] Business Line Data and Key Metrics Changes - The retail sector experienced a 9.5% increase in comparable leasing spreads on a cash basis for Q1 deals, and a 28% increase on a straight-line basis [8] - The multifamily portfolio saw a same-store cash NOI growth of 13% in Q1 2023 compared to Q1 2022, with net effective rents for new leases in San Diego now 30% above pre-COVID levels [9][10] - The office portfolio was 88% leased at the end of Q1, with a same-store portfolio at 91.4% leased, despite challenges from rightsizing and hybrid work [21][22] Market Data and Key Metrics Changes - The company noted that office utilization is gradually increasing, particularly in San Diego, while Bellevue is still impacted by hybrid work and tech layoffs [11][12] - The multifamily communities are performing well in strong demographic areas with low unemployment and high homeownership costs [9] Company Strategy and Development Direction - The company emphasizes asset class diversity to mitigate volatility, with a portfolio that includes high-quality office, retail, multifamily, and mixed-use properties [5][6] - Strategic investments in office properties are aimed at enhancing amenities to attract tenants and capture net absorption at premium rents [23] Management's Comments on Operating Environment and Future Outlook - Management acknowledged macroeconomic headwinds such as rising interest rates and tech layoffs but expressed confidence in the company's resilience due to its diversified portfolio and conservative balance sheet [4][5] - The company remains cautiously optimistic about future leasing opportunities and is focused on maintaining a strong liquidity position [17][19] Other Important Information - The Board of Directors approved a quarterly dividend of $0.33 per share for Q2, reflecting confidence in the company's growth potential [6] - The company plans to release its 2022 sustainability report in May, highlighting its commitments to environmental and social responsibility [13] Q&A Session Summary Question: Can you comment on foot traffic and physical occupancy on your office assets? - Management noted that trends are improving, with tenants wanting employees back in the office, and occupancy is increasing [24][25] Question: What is the outlook for the weighted average lease term? - The weighted average lease term is influenced by tenant size, but larger tenants are committing to longer leases, indicating a positive trend [26][27] Question: Are you targeting biotech or pharma tenants given recent VC financing issues? - The company does not specifically target these sectors but has some life science tenants that are primarily office-based [28] Question: How does the company view share repurchases in the current market? - Management indicated that stock repurchases are not currently on the agenda as the focus is on reducing net debt to EBITDA [29][30] Question: What is the company's stance on the proposed mileage tax in San Diego? - Management expressed skepticism about the proposal's likelihood of passing, viewing it as impractical [31][32]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to AMERICAN ASSETS TRUST, INC. (Exact Name of Registrant as Specified in its Charter) Commission file number: 001-35030 AMERICAN ASSETS TRUST, L.P. (Exact Name of Registrant ...

American Assets Trust, Inc. (NYSE:AAT) Q4 2022 Earnings Conference Call February 7, 2023 11:00 AM ET Company Participants Adam Wyll - President & Chief Operating Officer Bob Barton - Chief Financial Officer Steve Center - Senior Vice President of Office Properties Abigail Rex - Vice President, Multifamily, San Diego Conference Call Participants Haendel St. Juste - Mizuho Adam Kramer - Morgan Stanley Operator Good day. As a reminder, today's conference call is being recorded. Please note that statements mad ...

[Report Information](index=1&type=section&id=Report%20Information) [Filing Details](index=1&type=section&id=Filing%20Details) This quarterly report for American Assets Trust, Inc. and its Operating Partnership as of September 30, 2022, confirms both entities have filed all required reports, with American Assets Trust, Inc. classified as a Large Accelerated Filer and the Operating Partnership as a Non-Accelerated Filer - This report is the quarterly report for American Assets Trust, Inc. and its Operating Partnership as of September 30, 2022, with both entities having filed all required reports[1](index=1&type=chunk)[3](index=3&type=chunk) Filer Categories | Entity Name | Filer Category | | :------------------------ | :--------------- | | American Assets Trust, Inc. | Large Accelerated Filer | | American Assets Trust, L.P. | Non-Accelerated Filer | Registered Securities | Registrant Name | Class | Ticker | Registered Exchange | | :------------------------ | :-------------------- | :------- | :--------------- | | American Assets Trust, Inc. | Common Stock, $0.01 par value per share | AAT | New York Stock Exchange | | American Assets Trust, L.P. | N/A | N/A | N/A | [EXPLANATORY NOTE](index=3&type=section&id=EXPLANATORY%20NOTE) [Combined Report and Entity Structure](index=3&type=section&id=Combined%20Report%20and%20Entity%20Structure) This report combines the quarterly reports of American Assets Trust, Inc. (REIT parent and sole general partner) and its Operating Partnership (holding most assets and operations) to reflect a single operating unit view, with separate disclosures for differences in non-controlling interests, capital, earnings per share/unit, and liquidity - This report combined the quarterly reports of American Assets Trust, Inc. (REIT parent company and sole general partner) and its Operating Partnership (which holds substantially all assets and conducts business operations)[7](index=7&type=chunk)[8](index=8&type=chunk)[11](index=11&type=chunk) - The combined report aims to better reflect management and analysts' view of the business as a single operating unit, enhancing efficiency and reducing redundant disclosures[9](index=9&type=chunk) - The two entities differ in non-controlling interests, equity/partners' capital, earnings per share/unit, and liquidity and capital resources, which are separately disclosed in the report[12](index=12&type=chunk)[13](index=13&type=chunk) [PART I. FINANCIAL INFORMATION](index=5&type=section&id=PART%201.%20Item%201.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) This section presents the consolidated balance sheets, comprehensive income statements, equity/partners' capital statements, and cash flow statements for American Assets Trust, Inc. and its Operating Partnership as of September 30, 2022, and December 31, 2021, with detailed notes [Consolidated Financial Statements of American Assets Trust, Inc.](index=6&type=section&id=Consolidated%20Financial%20Statements%20of%20American%20Assets%20Trust%2C%20Inc.) American Assets Trust, Inc.'s consolidated financial statements as of September 30, 2022, show a slight decrease in total assets and equity, a slight increase in total liabilities, significant growth in net income and basic EPS for the nine months, but reduced cash and cash equivalents, and a shift to net cash used in financing activities American Assets Trust, Inc. Consolidated Balance Sheet Key Data (USD thousands) | Metric | Sep 30, 2022 | Dec 31, 2021 | Change | Change % | | :------------- | :------------ | :------------- | :--------- | :------- | | Total Assets | 3,008,577 | 3,017,927 | (9,350) | -0.31% | | Total Liabilities | 1,810,854 | 1,807,804 | 3,050 | 0.17% | | Total Equity | 1,197,723 | 1,210,123 | (12,400) | -1.02% | | Net Real Estate | 2,735,784 | 2,681,981 | 53,803 | 2.00% | | Cash and Cash Equivalents | 63,431 | 139,524 | (76,093) | -54.54% | American Assets Trust, Inc. Consolidated Statements of Comprehensive Income Key Data (USD thousands, except per share data) | Metric | 3 Months Ended Sep 30, 2022 | 3 Months Ended Sep 30, 2021 | Change | Change % | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | Change | Change % | | :--------------------------------- | :------------------- | :------------------- | :------- | :------- | :------------------- | :------------------- | :------- | :------- | | Total Revenue | 111,023 | 98,286 | 12,737 | 12.96% | 316,648 | 274,081 | 42,567 | 15.53% | | Operating Income | 31,003 | 27,669 | 3,334 | 12.05% | 87,661 | 74,154 | 13,507 | 18.22% | | Net Income Attributable to American Assets Trust, Inc. Stockholders | 12,772 | 10,041 | 2,731 | 27.20% | 33,877 | 20,239 | 13,638 | 67.39% | | Basic Earnings Per Share | 0.21 | 0.17 | 0.04 | 23.53% | 0.56 | 0.34 | 0.22 | 64.71% | | Dividends Declared Per Share | 0.32 | 0.30 | 0.02 | 6.67% | 0.96 | 0.86 | 0.10 | 11.63% | American Assets Trust, Inc. Consolidated Statements of Cash Flows Key Data (USD thousands) | Metric | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | Change | Change % | | :--------------------- | :------------------- | :------------------- | :--------- | :-------- | | Net Cash Provided by Operating Activities | 140,892 | 129,632 | 11,260 | 8.69% | | Net Cash Used in Investing Activities | (139,634) | (263,345) | 123,711 | -46.98% | | Net Cash (Used in) Provided by Financing Activities | (77,351) | 168,303 | (245,654) | -145.96% | | Cash and Cash Equivalents at End of Period | 63,431 | 173,639 | (110,208) | -63.47% | [Consolidated Financial Statements of American Assets Trust, L.P.](index=11&type=section&id=Consolidated%20Financial%20Statements%20of%20American%20Assets%20Trust%2C%20L.P.) American Assets Trust, L.P.'s consolidated financial statements as of September 30, 2022, align with the parent company's assets and liabilities, differing primarily in capital structure, showing significant net income and basic EPS growth for the nine months, but reduced cash and cash equivalents, and a shift to net cash used in financing activities American Assets Trust, L.P. Consolidated Balance Sheet Key Data (USD thousands) | Metric | Sep 30, 2022 | Dec 31, 2021 | Change | Change % | | :------------- | :------------ | :------------- | :--------- | :------- | | Total Assets | 3,008,577 | 3,017,927 | (9,350) | -0.31% | | Total Liabilities | 1,810,854 | 1,807,804 | 3,050 | 0.17% | | Limited Partners' Capital | (36,542) | (30,138) | (6,404) | 21.25% | American Assets Trust, L.P. Consolidated Statements of Comprehensive Income Key Data (USD thousands, except per unit data) | Metric | 3 Months Ended Sep 30, 2022 | 3 Months Ended Sep 30, 2021 | Change | Change % | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | Change | Change % | | :--------------------------------- | :------------------- | :------------------- | :------- | :------- | :------------------- | :------------------- | :------- | :------- | | Total Revenue | 111,023 | 98,286 | 12,737 | 12.96% | 316,648 | 274,081 | 42,567 | 15.53% | | Net Income Attributable to American Assets Trust, L.P. | 16,214 | 12,750 | 3,464 | 27.17% | 43,007 | 25,698 | 17,309 | 67.36% | | Basic Earnings Per Unit | 0.21 | 0.17 | 0.04 | 23.53% | 0.56 | 0.34 | 0.22 | 64.71% | | Distributions Declared Per Unit | 0.32 | 0.30 | 0.02 | 6.67% | 0.96 | 0.86 | 0.10 | 11.63% | American Assets Trust, L.P. Consolidated Statements of Cash Flows Key Data (USD thousands) | Metric | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | Change | Change % | | :--------------------- | :------------------- | :------------------- | :--------- | :-------- | | Net Cash Provided by Operating Activities | 140,892 | 129,632 | 11,260 | 8.69% | | Net Cash Used in Investing Activities | (139,634) | (263,345) | 123,711 | -46.98% | | Net Cash (Used in) Provided by Financing Activities | (77,351) | 168,303 | (245,654) | -145.96% | | Cash and Cash Equivalents at End of Period | 63,431 | 173,639 | (110,208) | -63.47% | [Notes to Consolidated Financial Statements](index=16&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes to consolidated financial statements detail significant accounting policies, real estate acquisitions, lease intangibles, fair value of financial instruments, derivatives, other assets/liabilities, debt, capital, equity, income taxes, commitments, leases, rental income/expense, related party transactions, and segment reporting - The company is a vertically integrated REIT, owning and managing 31 office, retail, multifamily, and mixed-use properties across Southern California, Northern California, Washington, Oregon, Texas, and Hawaii[42](index=42&type=chunk)[44](index=44&type=chunk) - On March 8, 2022, the company acquired the multi-tenant office park, Bel-Spring 520, in Bellevue, Washington, for **$45.5 million** in cash[58](index=58&type=chunk)[59](index=59&type=chunk) - As of September 30, 2022, the Operating Partnership repaid **$111 million** of the mortgage loan on the City Center Bellevue property and obtained a new **$75 million** five-year non-recourse mortgage loan at a fixed rate of **5.08%**[81](index=81&type=chunk) - As of September 30, 2022, the Operating Partnership complied with all financial covenants in its loan agreements[82](index=82&type=chunk)[86](index=86&type=chunk)[93](index=93&type=chunk) Segment Profit (Nine Months Ended September 30, USD thousands) | Segment | 2022 | 2021 | Change | Change % | | :------- | :----- | :----- | :------- | :------- | | Office | 111,468| 100,438| 11,030 | 10.98% | | Retail | 51,908 | 49,374 | 2,534 | 5.13% | | Multifamily | 23,680 | 21,179 | 2,501 | 11.81% | | Mixed-Use | 16,963 | 9,564 | 7,399 | 77.36% | | **Total** | **204,019** | **180,555** | **23,464** | **12.99%** | Capital Expenditures (Nine Months Ended September 30, USD thousands) | Segment | 2022 | 2021 | Change | Change % | | :------- | :----- | :----- | :------- | :------- | | Office | 80,824 | 48,471 | 32,353 | 66.75% | | Retail | 9,422 | 4,817 | 4,605 | 95.60% | | Multifamily | 3,572 | 4,117 | (545) | -13.24% | | Mixed-Use | 649 | 1,392 | (743) | -53.38% | | **Total** | **94,467** | **58,797** | **35,670** | **60.67%** | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=38&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses the company's financial condition and operating results for the three and nine months ended September 30, 2022, covering forward-looking statements, business overview, acquisitions, key accounting policies, same-store results, outlook, COVID-19 impact, leasing, capitalized costs, operating performance, liquidity, off-balance sheet arrangements, cash flows, and non-GAAP financial measures - The company anticipates growth in earnings, Funds From Operations, and cash flow through same-store portfolio growth, property development and redevelopment, and property acquisitions[159](index=159&type=chunk)[160](index=160&type=chunk)[161](index=161&type=chunk) - In Q3 2022, office leasing saw cash and GAAP average rent growth rates of **23.7%** and **34.7%**, respectively; retail leasing had cash average rent growth of **6.8%** and GAAP growth of **27.7%**[164](index=164&type=chunk)[165](index=165&type=chunk) Total Property Revenue (USD thousands) | Period | 2022 | 2021 | Change | Change % | | :------------------- | :----- | :----- | :------- | :------- | | 3 Months Ended Sep 30 | 111,023| 98,286 | 12,737 | 12.96% | | 9 Months Ended Sep 30 | 316,648| 274,081| 42,567 | 15.53% | Total Property Expenses (USD thousands) | Period | 2022 | 2021 | Change | Change % | | :------------------- | :----- | :----- | :------- | :------- | | 3 Months Ended Sep 30 | 39,915 | 33,110 | 6,805 | 20.55% | | 9 Months Ended Sep 30 | 112,629| 93,526 | 19,103 | 20.43% | Net Income Attributable to American Assets Trust, Inc. Stockholders (USD thousands) | Period | 2022 | 2021 | Change | Change % | | :------------------- | :----- | :----- | :------- | :------- | | 3 Months Ended Sep 30 | 12,772 | 10,041 | 2,731 | 27.20% | | 9 Months Ended Sep 30 | 33,877 | 20,239 | 13,638 | 67.39% | Funds From Operations (FFO) Attributable to Common Stockholders and Unitholders (USD thousands) | Period | 2022 | 2021 | | :------------------- | :----- | :----- | | 3 Months Ended Sep 30 | 47,945 | N/A | | 9 Months Ended Sep 30 | 136,240| N/A | [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=60&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section discloses the company's market interest rate risk, including sensitivity analysis for fixed and variable-rate debt, and strategies to manage these risks through interest rate swap and lock agreements - As of September 30, 2022, the company had **$1.38 billion** in fixed-rate debt, with an estimated fair value of **$1.24 billion**[271](index=271&type=chunk) - If interest rates increased by **1.0%**, the fair value of fixed-rate debt would decrease by approximately **$51.2 million**; if rates decreased by **1.0%**, fair value would increase by approximately **$66.5 million**[271](index=271&type=chunk) - As of September 30, 2022, the company had **$250 million** in variable-rate debt, but its interest rate was effectively fixed due to interest rate swap agreements, so a **1.0%** change in market interest rates would not alter annual interest expense[272](index=272&type=chunk) - On July 25, 2022, the company entered into a **$75 million** interest rate lock agreement for the City Center Bellevue property's mortgage loan, at a fixed rate of **5.08%**[273](index=273&type=chunk) [Item 4. Controls and Procedures](index=61&type=section&id=Item%204.%20Controls%20and%20Procedures) This section discloses the effectiveness of disclosure controls and procedures for American Assets Trust, Inc. and its Operating Partnership as of September 30, 2022, with management concluding they are effective and no material changes to internal control over financial reporting occurred during the period - American Assets Trust, Inc. and its Operating Partnership's disclosure controls and procedures were assessed as effective as of September 30, 2022[275](index=275&type=chunk)[279](index=279&type=chunk) - During the reporting period, neither entity identified any changes that materially affected internal control over financial reporting[276](index=276&type=chunk)[280](index=280&type=chunk) [PART II. OTHER INFORMATION](index=62&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=62&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any legal proceedings deemed to materially impact its business, financial condition, or results of operations, though it anticipates various claims in the ordinary course of business - The company is not currently involved in any legal proceedings deemed to have a material impact on its business, financial condition, or results of operations[281](index=281&type=chunk) [Item 1A. Risk Factors](index=62&type=section&id=Item%201A.%20Risk%20Factors) During this reporting period, there were no material changes to the risk factors disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2021 - There were no material changes to the risk factors disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2021, during this reporting period[282](index=282&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=62&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During this reporting period, the company had no unregistered sales of equity securities or use of proceeds - During this reporting period, there were no unregistered sales of equity securities or use of proceeds[282](index=282&type=chunk) [Item 3. Defaults Upon Senior Securities](index=63&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) During this reporting period, the company had no defaults upon senior securities - During this reporting period, there were no defaults upon senior securities[284](index=284&type=chunk) [Item 4. Mine Safety Disclosures](index=63&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This disclosure item is not applicable to the company - This disclosure item is not applicable to the company[284](index=284&type=chunk) [Item 5. Other Information](index=63&type=section&id=Item%205.%20Other%20Information) During this reporting period, there was no other information requiring disclosure - During this reporting period, there was no other information requiring disclosure[285](index=285&type=chunk) [Item 6. Exhibits](index=63&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q report, including an amended credit agreement, CEO and CFO certifications, and XBRL interactive data files - Exhibits include the Third Amended and Restated Credit Agreement dated January 5, 2022[286](index=286&type=chunk)[287](index=287&type=chunk) - Exhibits also include certifications of the Chief Executive Officer and Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act and 18 U.S.C. §1350[286](index=286&type=chunk) - XBRL Interactive Data Files (including instance document, taxonomy extension schema document, calculation linkbase document, label linkbase document, presentation linkbase document, and definition linkbase document) are also filed as exhibits[286](index=286&type=chunk) [SIGNATURES](index=64&type=section&id=SIGNATURES) [Report Signatures](index=64&type=section&id=Report%20Signatures) This report was signed by Ernest Rady, Chairman and CEO, and Robert F. Barton, Executive Vice President and CFO, on behalf of American Assets Trust, Inc. and its Operating Partnership on October 28, 2022 - This report was signed by Ernest Rady (Chairman and Chief Executive Officer) and Robert F. Barton (Executive Vice President and Chief Financial Officer) on behalf of American Assets Trust, Inc. and its Operating Partnership[289](index=289&type=chunk) - The signing date is October 28, 2022[290](index=290&type=chunk)