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Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

May 10, 2011

 

 

American Assets Trust, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   001-35030   27-3338708

(State or other jurisdiction

of incorporation)

 

(Commission

File No.)

 

(I.R.S. Employer

Identification No.)

11455 El Camino Real, Suite 200

San Diego, California 92130

  92130
(Address of principal executive offices)   (Zip Code)

(858) 350-2600

Registrant’s telephone number, including area code:

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.02 Results of Operations and Financial Condition.

On May 10, 2011, American Assets Trust, Inc. (the “Company”) issued a press release regarding its financial results for the period ended March 31, 2011. Also on May 10, 2011, the Company made available on its website at www.americanassetstrust.com certain supplemental information concerning the Company’s financial results and operations for the period ended March 31, 2011. Copies of the press release and supplemental information are attached hereto as Exhibits 99.1 and 99.2, respectively.

Exhibits 99.1 and 99.2, are being furnished pursuant to Item 2.02 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 7.01 Regulation FD Disclosure.

As discussed in Item 2.02 above, the Company issued a press release regarding its financial results for the period ended March 31, 2011 and made available on its website certain supplement information relating thereto.

The information being furnished pursuant to Item 7.01 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

  (a) Financial statements of business acquired: None

 

  (b) Pro forma financial information: None

 

  (c) Shell company transactions: None

 

  (d) Exhibits:

The following exhibits are furnished with this Current Report on Form 8-K:

 

Exhibit
Number

 

Exhibit Description

99.1**   Press release issued by American Assets Trust, Inc. on May 10, 2011.
99.2**   American Assets Trust, Inc. Supplemental Information for the period ended March 31, 2011.

 

** Furnished herewith


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

American Assets Trust, Inc.
By:   /s/    Robert F. Barton
Robert F. Barton
Executive Vice President, CFO

May 10, 2011


EXHIBIT INDEX

 

Exhibit
Number

  

Exhibit Description

99.1    Press release issued by American Assets Trust, Inc. on May 10, 2011.
99.2    American Assets Trust, Inc. Supplemental Information for the period ended March 31, 2011.
Press Release

Exhibit 99.1

LOGO

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

Company Release – 5/10/11

SAN DIEGO –American Assets Trust, Inc. (NYSE: AAT) (the “Company”) today reported financial results for its first quarter ended March 31, 2011.

Financial Results

 

   

Funds From Operations as adjusted of $0.28 per diluted share/unit

 

   

Acquisition of 364,000 square foot LEED platinum office tower in Portland, Oregon

During the first quarter 2011, following the Company’s initial public offering (“IPO”) on January 19, 2011, American Assets generated funds from operations as adjusted (“FFO as adjusted”) for common stockholders and unitholders of $12.8 million or $0.28 per diluted share/unit. FFO as adjusted includes adjustments to FFO for both nonoperational items and items directly related to the IPO.

Net loss attributable to common stockholders was $(0.7) million or $(0.02) per basic and diluted share for the quarter ended March 31, 2011. FFO for common stockholders was $9.8 million or $0.21 per diluted share/unit for the period January 19, 2011 to March 31, 2011.

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

Acquisitions

On March 11, 2011, the Company completed the acquisition of “First & Main,” a newly constructed, approximately 364,000 square foot, 16-story, LEED Platinum office building located in downtown Portland, Oregon at 100 SW Main Street. The purchase price was approximately $129 million, which was paid with proceeds from the Company’s IPO. The property is located along the Willamette River, less than one block from the Hawthorne Bridge entrance, and within walking distance to downtown Portland’s retail core, including Pioneer Place mall. Approximately 96% of the building’s rentable square feet are leased, and approximately 74% of the building’s rentable square feet are leased to federal government agencies. The transaction was structured to accommodate a possible tax deferred exchange pursuant to the provisions of Section 1031 of the Internal Revenue Code of 1986 and applicable state revenue and taxation code sections.


Balance Sheet and Liquidity

At March 31, 2011, the Company had gross real estate assets of $1.6 billion, and liquidity of $383.2 million comprised of cash and cash equivalents of $100.4 million, marketable securities of $32.8 million, and $250 million of availability on its line of credit. Additional liquidity is expected from both the recycling of one or more assets identified for a potential reverse tax deferred exchange in connection with the First & Main acquisition and the proceeds from placing a mortgage on First & Main. The Company has entered into negotiations for an $84.5 million five-year non-recourse interest only mortgage loan at a fixed rate of 3.965% to be secured by First & Main that it expects to close during the second quarter of 2011. The Company can offer no assurances that it will be able to obtain the mortgage loan on the terms described, or at all.

Portfolio Results

For the first quarter 2011, same-store property operating income increased approximately 2% on a GAAP basis compared to the first quarter 2010. The same-store property operating income by segment was as follows (in thousands):

 

     Three Months Ended March 31,  
     2011      2010      Change  

Retail

   $ 14,575       $ 14,096         3.4

Office

     4,750         4,406         7.8   

Multifamily

     2,132         2,480         (14.0

Mixed Use:

     —           —           —     
                          
   $ 21,457       $ 20,982         2.3
                          

Same-store property operating income does not include income from First & Main, which was acquired during the quarter, or from The Landmark at One Market, Solana Beach Town Centre, Solana Beach Corporate and Waikiki Beach Walk as these properties represented noncontrolled properties that were not consolidated at March 31, 2010. The increase in same-store property operating income is due to increases in the average percentage leased for the office and retail portfolios. This was offset by decreased property operating income for the multifamily portfolio due to lower average occupancy during the first quarter of 2011 compared to average occupancy during the first quarter of 2010.

The overall portfolio (including the non-same store properties) leased status as of the end of the indicated quarter was as follows:

 

     March 31, 2011     December 31, 2010     March 31, 2010  

Retail

     94.3     94.5     96.0

Office

     93.4     91.8     91.4

Mixed Use:

      

Retail

     97.8     97.4     97.4

Hotel

     87.6     87.2     85.1

Multifamily

     92.1     87.4     92.7

During the first quarter of 2011, the Company signed 26 leases for approximately 75,000 square feet of retail and office space, and 223 multifamily apartment leases. Renewals accounted for 91% of the comparable retail leases, 80% of the comparable office leases and 43% of the residential leases.

Retail

On a comparable space basis (i.e. leases for which there was a former tenant), the Company leased 29,165 square feet of retail space at an average cash-basis contractual rent decrease of 3%. The average contractual rent on this comparable space for the first year of the new leases is $26.14 per square foot, compared to an average contractual rent of $27.04 per square foot for the last year of the prior leases. On a GAAP basis (including the impact of straight-line rents), average rent per square foot for the comparable retail space increased 9% for the first quarter 2011.


Office

On a comparable space basis, the Company leased 31,298 square feet of office space at an average cash-basis contractual rent decrease of 12%. The average contractual rent on this comparable space for the first year of the new leases is $32.88 per square foot, compared to an average contractual rent of $37.54 per square foot for the last year of the prior leases. On a GAAP basis, average rent per square foot for the comparable office space decreased 2% for the first quarter 2011.

Multifamily

At March 31, 2011, the average monthly base rent per leased unit was $1,318 compared to an average monthly base rent per leased unit of $1,366 at December 31, 2010.

Dividends

During the first quarter of 2011, the Company declared dividends on its shares of common stock of $0.17 per share for the period from and including January 19, 2011 to March 31, 2011. The dividends were declared on March 4, 2011 to holders of record on March 15, 2011, and were paid on March 31, 2011.

Conference Call

The Company will hold a conference call to discuss the results for the first quarter 2011 on Wednesday, May 11, 2011 at 10:00 a.m. Pacific Daylight Time (“PDT”). To participate in the event by telephone, please dial 1-888-680-0879 and use the pass code 23907171. A telephonic replay of the conference call will be available beginning at 1:00 p.m. PDT on Wednesday, May 11, 2011 through Wednesday, May 25, 2011. To access the replay, dial 1-888-286-8010 and use the pass code 48213639. A live on-demand audio webcast of the conference call will be available on the Company’s website at www.americanassetstrust.com. A replay of the call will also be available on the Company’s website.

Supplemental Information

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


Financial Information

American Assets Trust, Inc.

Consolidated Balance Sheets

(In Thousands, Except Share Data)

 

     March 31,
2011
    December 31,
2010
 
     (unaudited)        

Assets

    

Real estate, at cost

    

Operating real estate

   $ 1,631,703      $ 1,156,091   

Construction in progress

     1,472        925   

Held for development

     8,678        8,081   
                
     1,641,853        1,165,097   

Accumulated depreciation

     (230,377     (221,997
                

Net real estate

     1,411,476        943,100   

Cash and cash equivalents

     100,396        41,953   

Restricted cash

     6,271        4,729   

Marketable securities

     32,838        —     

Accounts receivable, net

     4,913        1,573   

Deferred rent receivables, net

     20,631        20,051   

Notes receivable from affiliate

     —          21,769   

Investment in real estate joint ventures

     —          39,816   

Prepaid expenses and other assets

     75,957        44,366   
                

Total assets

   $ 1,652,482      $ 1,117,357   
                

Liabilities and equity

    

Liabilities:

    

Secured notes payable

   $ 860,127      $ 851,547   

Unsecured notes payable

     —          38,013   

Notes payable to affiliates

     —          5,266   

Accounts payable and accrued expenses

     20,444        11,644   

Security deposits payable

     4,187        2,648   

Other liabilities and deferred credits

     59,509        39,058   

Distributions in excess of earnings on real estate joint ventures

     —          14,060   
                

Total liabilities

     944,267        962,236   
                

Commitments and contingencies

    

Equity:

    

Owners’ equity

     —          121,874   

American Assets Trust, Inc. stockholders’ equity

    

Common stock $0.01 par value, 490,000,000 authorized, 39,283,790 outstanding at March 31, 2011

     393        —     

Additional paid-in capital

     644,864        —     

Accumulated deficit

     (612     —     
                

Total American Assets Trust, Inc. stockholders’ equity

     644,645        —     

Noncontrolling interests

    

Owners in consolidated real estate entities

     —          33,247   

Unitholders in the Operating Partnership

     63,570        —     
                
     63,570        33,247   
                

Total equity

     708,215        155,121   
                

Total liabilities and equity

   $ 1,652,482      $ 1,117,357   
                


American Assets Trust, Inc.

Consolidated Statements of Operations

(Unaudited)

(In Thousands, Except Shares and Per Share Data)

 

     Three Months Ended
March 31,
 
     2011     2010  

Revenue:

    

Rental income

   $ 46,119      $ 28,095   

Other property income

     1,653        837   
                

Total revenue

     47,772        28,932   

Expenses:

    

Rental expenses

     11,832        4,994   

Real estate taxes

     4,049        2,956   

General and administrative

     3,610        1,587   

Depreciation and amortization

     12,490        7,230   
                

Total operating expenses

     31,981        16,767   

Operating income

     15,791        12,165   

Interest expense

     (13,079     (10,654

Early extinguishment of debt

     (25,867     —     

Loan transfer and consent fees

     (9,019     —     

Gain on acquisition

     46,371        —     

Other income (expense), net

     (601     (987
                

Net income

     13,596        524   

Net income attributable to restricted shares

     (86     —     

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

     2,458        430   

Net income attributable to Predecessor’s controlled owners’ equity

     (16,995     (954

Net loss attributable to unitholders in the Operating Partnership

     329        —     
                

Net loss attributable to American Assets Trust, Inc. stockholders

   $ (698   $ —     
                

Net loss attributable to common shareholders per share - basic and diluted

   $ (0.02  
          

Weighted average shares of common stock outstanding basic and diluted

     30,924,067     
          


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

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

 

     Three Months Ended  
     March 31, 2011  

Funds from Operations (FFO)

  

Net income

   $ 13,596   

Depreciation and amortization of real estate assets

     12,490   

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

     688   
        

FFO

     26,774   
        

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

     (16,973

Less: Nonforfeitable dividends on incentive stock awards

     (50
        

FFO attributable to common stock and units

   $ 9,751   
        

FFO per diluted share/unit

   $ 0.21   
        

Weighted average number of common shares and units, diluted

     45,734,618   
        

FFO As Adjusted

  

FFO

   $ 26,774   

Early extinguishment of debt

     25,867   

Loan transfer and consent fees

     9,019   

Gain on acquisition of controlling interests

     (46,371
        

FFO as adjusted

     15,289   
        

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

     (2,462

Less: Nonforfeitable dividends on incentive stock awards

     (50
        

FFO as adjusted attributable to common stock and units

   $ 12,777   
        

FFO as adjusted per diluted share/unit

   $ 0.28   
        

Weighted average number of common shares and units, diluted

     45,734,618   
        

Reported results are preliminary and not final until the filing of our Form 10-Q with the SEC and, therefore, remain subject to adjustment.

Use of Non-GAAP Information

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

FFO and FFO as adjusted are supplemental non-GAAP financial measures. Management uses FFO and FFO as adjusted as supplemental performance measures because it believes that FFO and FFO as adjusted are beneficial to investors as a starting point in measuring our operational performance. Specifically, in excluding real estate related depreciation and


amortization and gains and losses from property dispositions, which do not relate to or are not indicative of operating performance, FFO provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We also believe that, as a widely recognized measure of the performance of REITs, FFO will be used by investors as a basis to compare our operating performance with that of other REITs. However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effects and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited. In addition, other equity REITs may not calculate FFO in accordance with the NAREIT definition as we do, and, accordingly, our FFO may not be comparable to such other REITs’ FFO. FFO as adjusted reflects certain additional adjustments for items that management believes do not reflect the operational performance of our properties. Accordingly, FFO and FFO as adjusted should be considered only as supplements to net income as measures of our performance. FFO and FFO as adjusted should not be used as measures of our liquidity, nor are they indicative of funds available to fund our cash needs, including our ability to pay dividends or service indebtedness. FFO also should not be used as a supplement to or substitute for cash flow from operating activities computed in accordance with GAAP.

About American Assets Trust, Inc.

American Assets Trust, Inc. is a full service, vertically integrated and self-administered real estate investment trust, or REIT, that owns, operates, acquires and develops high quality retail and office properties in attractive, high-barrier-to-entry markets primarily in Southern California, Northern California, Hawaii and Oregon. The Company was formed to succeed to the real estate business of American Assets, Inc., a privately held corporation founded in 1967 and, as such, has significant experience, long-standing relationships and extensive knowledge of its core markets, submarkets and asset classes. The Company’s retail portfolio comprises approximately 3.0 million rentable square feet, and its office portfolio comprises approximately 1.8 million square feet. In addition the company owns one mixed-use property (including approximately 97,000 rentable square feet of retail space and a 369-room all-suite hotel) and over 900 multifamily units. The Company intends to elect to be treated as a real estate investment trust, or REIT, for U.S. federal income tax purposes, commencing with the taxable year ending December 31, 2011. For additional information, visit www.americanassetstrust.com.

Forward Looking Statements

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


the Securities and Exchange Commission. The Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes.

Source: American Assets Trust, Inc.

Investor and Media Contact:

American Assets Trust

Robert F. Barton

Executive Vice President and Chief Financial Officer

858-350-2607

Supplemental Information
FIRST QUARTER 2011
Supplemental Information
Exhibit 99.2
Investor and Media Contact:
American Assets Trust
Robert F. Barton
Executive Vice President and Chief Financial Officer
858-350-2607


First Quarter 2011 Supplemental Information
Page 2
INDEX
PAGE
1.
FIRST QUARTER 2011 EARNINGS PRESS RELEASE
2.
FINANCIAL HIGHLIGHTS
Consolidated Statements of Operations
4
Consolidated Balance Sheets
5
Funds From Operations , FFO As Adjusted & Funds Available For Distribution
7
Same-Store Portfolio Net Operating Income (NOI)
9
Same-Store Portfolio NOI Comparison
10
Property Revenue and Operating Expenses
11
Segment Capital Expenditures
13
Summary of Outstanding Debt
14
Market Capitalization
15
Summary of Redevelopment Opportunities
16
3.
PORTFOLIO DATA
Property Report
18
Retail Leasing Summary
20
Office Leasing Summary
21   
Lease Expirations
22
Portfolio Leased Statistics
24
Top Tenants –
Retail
25
Top Tenants –
Office
26
4.APPENDIX
Glossary of Terms
28
This Supplemental Information contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended,
or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act). Forward-looking statements involve numerous risks and uncertainties and you should not rely
on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise and we may not be able to realize them. We do not
guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ
materially from those set forth or contemplated in the forward-looking statements: adverse economic or real estate developments in our markets; our failure to generate sufficient cash flows to service our
outstanding indebtedness; defaults on, early terminations of or non-renewal of leases by tenants, including significant tenants; difficulties in identifying properties to acquire and completing acquisitions; our
failure to successfully operate acquired properties and operations; fluctuations in interest rates and increased operating costs; risks related to joint venture arrangements; our failure to obtain necessary outside
financing; on-going litigation; general economic conditions; financial market fluctuations; risks that affect the general retail environment; the competitive environment in which we operate; decreased rental rates
or increased vacancy rates; conflicts of interests with our officers; lack or insufficient amounts of insurance; environmental uncertainties and risks related to adverse weather conditions and natural disasters;
other factors affecting the real estate industry generally; limitations imposed on our business and our ability to satisfy complex rules in order for us to continue to qualify as a REIT for U.S. federal income tax
purposes; and changes in governmental regulations or interpretations thereof, such as real estate and zoning laws and increases in real property tax rates and taxation of REITs.
While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect
changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could impact our future results, refer
to our Annual Report on Form 10-K filed with the Securities and Exchange Commission.


FINANCIAL HIGHLIGHTS
First Quarter 2011 Supplemental Information


First Quarter 2011 Supplemental Information
Page 4
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except shares and per share data)
Three Months Ended
March 31,
2011
2010
Revenue:
Rental income
$  46,119
$  28,095
Other property income
1,653
837
Total revenue
47,772
28,932
Expenses:
Rental expenses
11,832
4,994
Real estate taxes
4,049
2,956
General and administrative
3,610
1,587
Depreciation and amortization
12,490
7,230
Total operating expenses
31,981
16,767
Operating income
15,791
12,165
Interest expense
(13,079)
(10,654)
Early extinguishment of debt
(25,867)
-
Loan transfer and consent fees
(9,019)
-
Gain on acquisition
46,371
-
Other income (expense), net
(601)
(987)
Net income
13,596
524
Net income attributable to restricted shares
(86)
-
Net loss attributable to Predecessor's noncontrolling interests in consolidated real estate entities
2,458
430
Net income attributable to Predecessor's controlled owners' equity
(16,995)
(954)
Net loss attributable to unitholders in the Operating Partnership
329
-
Net loss attributable to American Assets Trust, Inc. stockholders
$      (698)
$        -
Net loss attributable to common stockholders per share -
basic and diluted
$     (0.02)
Weighted average shares of common stock outstanding basic and diluted
30,924,067


First Quarter 2011 Supplemental Information
Page 5
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share data)
March 31,
2011
December 31,
2010
Assets
Real estate, at cost
Operating real estate
1,631,703
$  
1,156,091
$  
Construction in progress
1,472
925
Held for development
8,678
8,081
1,641,853
1,165,097
Accumulated depreciation
(230,377)
(221,997)
Net real estate
1,411,476
943,100
Cash and cash equivalents
100,396
41,953
Restricted cash
6,271
4,729
Marketable securities
32,838
-
Accounts receivable, net
4,913
1,573
Deferred rent receivables, net
20,631
20,051
Notes receivable from affiliate
-
21,769
Investment in real estate joint ventures
-
39,816
Prepaid expenses and other assets
75,957
44,366
Total assets
$1,652,482
$1,117,357


First Quarter 2011 Supplemental Information
Page 6
CONSOLIDATED BALANCE SHEETS (CONTINUED)
(Amounts in thousands, except share data)
March 31,
2011
December 31,
2010
Liabilities and equity
Liabilities:
Secured notes payable
860,127
$    
851,547
$    
Unsecured notes payable
-
38,013
Notes payable to affiliates
-
5,266
Accounts payable and accrued expenses
20,444
11,644
Security deposits payable
4,187
2,648
Other liabilities and deferred credits
59,509
39,058
Distributions in excess of earnings on real estate joint ventures
-
14,060
Total liabilities
944,267
962,236
Commitments and contingencies
Equity:
Owners' equity
-
121,874
American Assets Trust, Inc. stockholders' equity
Common stock $0.01 par value, 490,000,000 authorized, 39,283,790
outstanding at March 31, 2011
393
-
Additional paid-in capital
644,864
-
Accumulated deficit
(612)
-
Total American Assets Trust, Inc. stockholders' equity
644,645
-
Noncontrolling interests
Owners in consolidated real estate entities
-
33,247
Unitholders in the Operating Partnership
63,570
-
63,570
33,247
Total equity
708,215
155,121
Total liabilities and equity
1,652,482
$  
1,117,357
$  


First Quarter 2011 Supplemental Information
Page 7
FUNDS FROM OPERATIONS, FFO AS ADJUSTED & FUNDS AVAILABLE FOR
DISTRIBUTION
(Amounts in thousands, except per share and share data)
Three Months Ended
March 31, 2011
Funds
from
Operations
(FFO)
(1)
Net income
Depreciation and amortization of real estate assets
Depreciation and amortization on unconsolidated real estate joint ventures (pro rata)
FFO
Less: FFO attributable to Predecessor’s controlled and noncontrolled owners' equity
Less: Nonforfeitable dividends on incentive stock awards
FFO
attributable
to
common
stock
and
units
FFO per diluted share/unit
Weighted
average
number
of
common
shares
and
units,
diluted
(2)
FFO
As
Adjusted
(1)
FFO
Early extinguishment of debt
Loan transfer and consent fees
Gain
on
acquisition
of
controlling
interests
(3)
FFO as adjusted
Less: FFO as adjusted attributable to Predecessor’s controlled and noncontrolled owners' equity
Less: Nonforfeitable dividends on incentive stock awards
FFO as adjusted attributable to common stock and  units
FFO as adjusted per diluted share/unit
Weighted
average
number
of
common
shares
and
units,
diluted
(2)
Dividends and Payout Ratios
Dividends declared and paid
Dividend declared and paid per share/unit
$          26,774
25,867
9,019
(46,371)
15,289
(2,462)
(50)
$          12,777
$              0.28
45,734,618
$            9,784
$              0.17
$           13,596
12,490
688
26,774
(16,973)
(50)
$            9,751
$              0.21
45,734,618


First Quarter 2011 Supplemental Information
Page 8
Tenant improvements, leasing commissions and maintenance capital expenditures
FUNDS
FROM
OPERATIONS,
FFO
AS
ADJUSTED
&
FUNDS
AVAILABLE
FOR
DISTRIBUTION
(CONTINUED)
(Amounts in thousands)
Notes:
(1)
See Glossary of Terms
(2)
(3)
(4)
(5)
Represents the adjustment related to the acquisition of buildings with above (below) market rents.
(6)
Represents the straight-line rent income recognized during the period offset by cash received during the period  and the provision for bad debts recorded
for deferred rent receivable balances.
For the three months ended March 31, 2011, the weighted average common shares and units used to compute FFO per diluted share/unit includes operating
partnership units and unvested restricted stock awards that are subject to time vesting.  The weighted average shares and units outstanding have been
weighted for the full quarter, not the date of our initial public offering.
Represents adjustments related to amortization of lease incentives paid to tenants and amortization of lease intangibles and straight-line rent expense for
our leases of the Annex at The Landmark at One Market and retail space at Waikiki Beach Walk - Retail.
Represents the gain recognized upon acquisition of the outside ownership interests in the Solana Beach entities and the Waikiki Beach Walk entities on
January 19, 2011, in which we previously held a noncontrolling interest.
Three Months Ended
March 31, 2011
Funds Available for Distribution (FAD)
(1)
FFO as adjusted
$15,289
Adjustments:
Net effect of straight-line rents
(4)
(354)
Amortization of net above (below) market rents
(5)
395
Net effect of other lease intangibles
(6)
270
Amortization of debt issuance costs and debt fair value adjustment
865
Non-cash compensation expense
491
Unrealized losses on marketable securities
265
FAD
$15,776
Summary of Capital Expenditures
Tenant improvements and leasing commissions
$   1,148
(1,445)
Maintenance capital expenditures
297
$   1,445


First Quarter 2011 Supplemental Information
Page 9
SAME-STORE PORTFOLIO NET OPERATING INCOME (NOI)
(Amounts in thousands)
Three Months Ended March 31, 2011
Office
Retail
Multifamily
Mixed-Use
Total
Real estate rental revenue
Same-store portfolio
$
6,453
$ 19,779
$3,293
-
$29,525
Non-same
store portfolio
7,963
1,573
-
8,711
18,247
Total
14,416
21,352
3,293
8,711
47,772
Real estate expenses
Same-store portfolio
1,703
5,204
1,161
-
8,068
Non-same
store
portfolio
2,353
242
-
5,218
7,813
Total
4,056
5,446
1,161
5,218
15,881
Net Operating Income (NOI), GAAP basis
Same-store portfolio
4,750
14,575
2,132
-
21,457
Non-same
store
portfolio
5,610
1,331
-
3,493
10,434
Total
$15,906
$10,360
$2,132
$3,493
$31,891
Same-store portfolio NOI, GAAP basis
$
4,750
$14,575
$2,132
-
$21,457
Net effect of straight-line rents
(2)
(177)
146
-
-
(31)
Amortization of net above (below) market rents
(3)
343
(182)
-
-
161
Net effect of other lease intangibles
(4)
93
-
-
-
93
Same-store portfolio NOI, cash basis
$
5,009
$14,539
$2,132
-
$21,680
Notes:
(1)
(2)
(3)
Represents the adjustment related to the acquisition of buildings with above (below) market rents.
(4)
Same-store portfolio and non-same store portfolio are determined based on properties held on March 31, 2011 and 2010. See Glossary of terms.
Represents adjustments related to amortization of lease incentives paid to tenants.
(1)
Represents the straight-line rent income recognized during the period offset by cash received during the period and the provision for bad debts recorded for deferred rent receivable balances.
(1)


First Quarter 2011 Supplemental Information
Page 10
SAME-STORE PORTFOLIO NOI COMPARISON
(Amounts in thousands)
Three Months Ended March 31,
2011
2010
Change
Cash Basis:
Retail
$14,539
$13,976
4.0%
Office
5,009
4,649
7.7
Multifamily
2,132
2,480
(14.0)
Mixed-Use
-
-
-
$21,680
$21,105
2.7%
GAAP Basis:
Retail
$14,575
$14,096
3.4%
Office
4,750
4,406
7.8
Multifamily
2,132
2,480
(14.0)
Mixed-Use
-
-
-
$21,457
$20,982
2.3%


First Quarter 2011 Supplemental Information
Page 11
PROPERTY REVENUE AND OPERATING EXPENSES
(Amounts in thousands)
Three Months Ended March 31, 2011
Additional
Property
Property
Billed Expense
Operating
Base Rent
(1)
Income
(2)
Reimbursements
(3)
Expenses
(4)
Retail Portfolio
Carmel Country Plaza
$
868
$
21
$
167
$
(139)
Carmel Mountain Plaza
2,229
50
636
(671)
South Bay Marketplace
509
1
141
(187)
Rancho Carmel Plaza
182
12
47
(59)
Lomas Santa Fe Plaza
1,297
55
203
(282)
Solana
Beach
Towne
Centre
(5)
1,330
18
348
(279)
Del Monte Center
2,079
171
809
(1,002)
The Shops at Kalakaua
384
20
40
(65)
Waikele Center
4,205
327
1,050
(1,375)
Alamo Quarry Market
2,990
51
1,277
(1,479)
Subtotal Retail Portfolio
$16,073
$726
$4,718
$(5,538)
Office Portfolio
Torrey Reserve
$
3,614
(7)
$  87
$
121
$
(802)
Solana
Beach
Corporate
Centre
(5)
1,540
15
31
(359)
Valencia Corporate Center
1,113
-
2
(341)
160 King Street
1,360
252
261
(534)
The Landmark at One Market
5,812
107
(8)
298
(1,776)
First
&
Main
(6)
595
3
-
(90)
Subtotal Office Portfolio
$14,034
$464
$
713
$(3,902)
Multifamily Portfolio
Loma Palisades
$
2,274
$170
$   -
$   (773)
Imperial Beach Gardens
575
43
-
(173)
Mariner's Point
276
26
-
(101)
Santa Fe Park RV Resort
176
16
-
(114)
Subtotal Multifamily Portfolio
$  3,301
$255
$   -
$ (1,161)
Property


First Quarter 2011 Supplemental Information
Page 12
PROPERTY REVENUE AND OPERATING EXPENSES (CONTINUED)
(Amounts in thousands)
Three Months Ended March 31, 2011
Additional
Property
Property
Billed Expense
Operating
Base Rent
(1)
Income
(2)
Reimbursements
(3)
Expenses
(4)
Mixed-Use Portfolio
Waikiki Beach Walk -
Retail
(5)
$2,332
$732
$871
$(1,562)
Waikiki Beach Walk -
Embassy Suites™
(5)
6,824
162
-
(4,870)
Subtotal Mixed-Use Portfolio
$9,156
$894
$871
$(6,432)
Total
$42,564
$2,339
$6,302
$(17,033)
Notes:
(1)
(2)
(3)
(4)
(5)
(6)
Represents property revenue and operating expenses from March 11, 2011 (acquisition) through March 31, 2011.
(7)
(8)
Includes approximately $88 of lease termination fees.
Property
Base rent shown includes amounts related to American Assets Trust, Inc.'s lease at ICW Plaza.  This intercompany rent is eliminated in the consolidated statement of
operations.  The base rent was $43 and abatements were $43 for the three months ended March 31, 2011.
Base rent for our retail and office portfolio and the retail portion of our mixed-use portfolio represents base rent for the three months ended March 31, 2011 (before
abatements) and excludes impact of straight line rent and FAS 141 adjustments. Total abatements for our retail and office portfolio were $22 and $320, respectively, for the
three
months
ended
March
31,
2011.
There
were
no
abatements
for
the
retail
portion
of
our
mixed-use
portfolio
for
the
three
months
ended
March
31,
2011.
In
the
case
of
triple net or modified gross leases, annualized base rent does not include tenant reimbursements for real estate taxes, insurance, common area or other operating expenses. 
Multifamily
portfolio
base
rent
represents
base
rent
(including
parking,
before
abatements)
less
vacancy
allowance
and
employee
rent
credits
and
includes
additional
rents
(additional rents include insufficient notice penalties, month-to-month charges and pet rent).  Total abatements for our multifamily portfolio were $263 for the three months
ended
March
31,
2011.
For
Waikiki
Beach
Walk
-
Embassy
Suites
,
base
rent
is
equal
to
the
actual
room
revenue
for
the
three
months
ended
March
31,
2011.
Represents
billed
tenant
expense
reimbursements
relating
to
the
three
months
ended
March
31,
2011.
Includes
accrued
amount
to
be
billed
of
approximately
$475
for
Macy's
cost reimbursements at Del Monte Center.
Represents additional property-related income for the three months ended March 31, 2011, which includes (i) percentage rent, (ii) other rent (such as storage rent, license
fees, license fees and association fees) and (iii) other property income (such as late fees, default fees, lease termination fees, parking revenue, the reimbursement of general
excise taxes, laundry income and food and beverage sales).
Although we did not obtain a controlling interest in Solana Beach Towne Centre, Solana Beach Corporate Centre and Waikiki Beach Walk until January 19, 2011, property
revenue and operating expenses have been shown for the full three month period ending March 31, 2011.
Represents property operating expenses for the three months ended March 31, 2011. Property operating expenses includes all rental expenses, except non-cash rent
expense and the provision for bad debt recoreded for deferred rent receivables.
TM


First Quarter 2011 Supplemental Information
Page 13
SEGMENT CAPITAL EXPENDITURES
(Amounts in thousands)
Three Months Ended March 31, 2011
Retail Portfolio
$      378
Office Portfolio
770
Multifamily Portfolio
-
Mixed-Use Portfolio
-
Total
$   1,148
Tenant
Improvements and
Leasing
Commissions
Segment
$     74
$     452
74
939
54
54
95
95
$   297
$   1,540
Maintenance
Capital
Expenditures
Total Capital
Expenditures
$     -
-
95
-
$     -
Redevelopment
and
Expansions
New
Development
-
$     -
-
-
$     95


First Quarter 2011 Supplemental Information
Page 14
SUMMARY OF OUTSTANDING DEBT
(Amounts in thousands)
Amount
Outstanding at
Annual Debt
Balance at
March 31, 2011
Interest Rate
Service
Maturity Date
Maturity
Alamo Quarry Market
(1)(2)
$  97,507
5.67%
$7,567
January 8, 2014
$91,717
160 King Street
(3)
32,560
5.68%
3,350
May 1, 2014
27,513
Waikele Center
(4)
140,700
5.15%
7,360
November 1, 2014
140,700
The Shops at Kalakaua
(4)
19,000
5.45%
1,053
May 1, 2015
19,000
The Landmark at One Market
(2)(4)
133,000
5.61%
7,558
July 5, 2015
133,000
Del Monte Center
(4)
82,300
4.93%
4,121
July 8, 2015
82,300
Imperial Beach Gardens
(4)
20,000
6.16%
1,250
September 1, 2016
20,000
Mariner's Point
(4)
7,700
6.09%
476
September 1, 2016
7,700
South Bay Marketplace
(4)
23,000
5.48%
1,281
February 10, 2017
23,000
Waikiki Beach Walk -
Retail
(4)
130,310
5.39%
7,020
July 1, 2017
130,310
Solana Beach Corporate Centre III-IV
(5)
37,330
6.39%
2,418
August 1, 2017
35,136
Loma Palisades
(4)
73,744
6.09%
4,553
July 1, 2018
73,744
Torrey Reserve -
North Court
(1)
22,106
7.22%
1,836
June 1, 2019
19,443
Torrey Reserve -
VCI, VCII, VCIII
(1)
7,440
6.36%
560
June 1, 2020
6,439
Solana Beach Corporate Centre I-II
(1)
11,894
5.91%
855
June 1, 2020
10,169
Solana  Beach Towne Centre
(1)
39,648
5.91%
2,849
June 1, 2020
33,898
Total / Weighted Average
$878,239
5.59%
$54,107
$854,069
Unamortized fair value adjustment
(18,112)
Debt Balance
$860,127
Fixed Rate Debt Ratio
Fixed rate debt
100%
Variable rate debt
-
Notes:
(1)
Principal payments based on a 30-year amortization schedule.
(2)
Maturity
date
is
the
earlier
of
the
loan
maturity
date
under
the
loan
agreement,
or
the
“Anticipated
Repayment
Date”
as
specifically
defined
in
the
loan
agreement,
which
is
the
date
after
which
substantial
economic penalties apply if the loan has not been paid off.
(3)
Principal payments based on a 20-year amortization schedule.
(4)
Interest only.
(5)
Loan is interest only through August 2012.  Beginning in September 2012, principal payments are based on a 30-year amortization schedule.
Debt


First Quarter 2011 Supplemental Information
Page 15
MARKET CAPITALIZATION
(Amounts in thousands, except per share data)
March 31, 2011
Market data
Common shares outstanding
39,284
Units outstanding
18,396
Common shares and units outstanding
57,680
Market price per common share
$21.27
Market capitalization
$1,226,851
Total debt
$878,239
Total capitalization
$2,105,090
Less: Cash on hand
$(133,234)
(1)
Total enterprise value
$1,971,856
Total debt/Total capitalization
41.7%
Total debt/Total enterprise value
44.5%
Net debt/Total enterprise value
37.8%
Total
debt/Adjusted
EBITDA
(2)
7.9x
Net
debt/
Adjusted
EBITDA
6.7x
Fixed charge coverage ratio
2.3x
$0
$0
$0
$260
(6)
$234
$28
$188
$74
$19
$51
$0
$50
$100
$150
$200
$250
$300
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
Weighted Average Interest Rate
5.39%    5.36%   6.14%   5.59%   6.09%   7.22%   5.97%
Debt Maturity Schedule
(1) The cash balance includes marketable trading securities of $32.8 million.
(3) See Glossary of Terms for discussion of Adjusted EBITDA.
(4) As used here, adjusted EBITDA represents the actual for the three months ended March 31, 2011 annualized.
(5)
Calculated
as
Adjusted
EBITDA
divided
by
interest
expense,
excluding
amortization
of
debt
issuance
costs
and
debt
fair
value
adjustments.
(6) The revolving line of credit, which has a capacity of $250 million, matures in 2014, but at March 31, 2011, it has no outstanding balance and is not included herein.
(2) Net debt is equal to total debt less cash on hand.
Interest coverage ratio
(5)
2.3x
Net real estate assets
Total assets, gross
$1,411,476
$1,882,859
Total debt/Total assets, gross
46.6%
(3)(4)
(5)
(3)(4)


First Quarter 2011 Supplemental Information
Page 16
SUMMARY OF REDEVELOPMENT OPPORTUNITIES
(Dollar amounts in thousands)
Potential Future Development/Redevelopment Pipeline
Estimated
Cost
Property
Location
Opportunity
Construction Cost
to Date
Solana Beach Corporate Centre (Building 5)
Solana Beach, CA
5,800
$                  
-
Lomas Santa Fe Plaza Expansion
Solana Beach, CA
17,000
$                
-
Torrey Reserve Phase III
San Diego, CA
17,200
$                
-
Torrey Reserve Phase IV
San Diego, CA
17,000
$                
-
Sorrento Pointe
San Diego, CA
30,300
$                
-
Solana Beach Towne Centre II
Solana Beach, CA
2,000
$                  
-
Total
89,300
$                
-
$                     
Expansion of 30,700 square feet and the renovation
of 14,787 square feet for a combined project of
45,487 square feet, plus structured parking.
Construction of three additional commercial
buildings (retail, restaurant, office and medical) for
a total of 41,692 square feet, and a 34,603 square
foot underground parking structure.
Completion
of
facade
improvements
to
the
Solana
Beach Towne Centre.
Construction of two class "A" office buildings for a
total of 79,053 square feet with subterranean
parking.
Construction of two 20,000 square foot commercial
buildings (restaurant and office) for a total of 40,000
square feet atop subterranean parking.
Construction of a new 10,300 square foot building
and structured parking for retail/restaurant use
oriented toward the Solana Beach Towne Centre.


First Quarter 2011 Supplemental Information
PORTFOLIO DATA


First Quarter 2011 Supplemental Information
Page 18
PROPERTY REPORT
As of March 31, 2011
Net
Annualized
Number
Rentable
Base Rent
Year Built/
of
Square
Percentage
Annualized
per Leased
Location
Renovated
Buildings
Feet
(1)
Leased
(2)
Base Rent
(3)
Square Foot
(4)
Retail Properties
Carmel Country Plaza
San Diego, CA
1991
9
77,813
100.0%
$3,473,151
$44.63
Sharp Healthcare, Frazee Industries Inc.
Carmel Mountain
(7)
San Diego, CA
1994
13
520,228
82.6
8,915,956
20.75
Sears
Sports Authority, Reading Cinemas
South Bay Marketplace
(7)
San Diego, CA
1997
9
132,873
100.0
2,036,884
15.33
Office Depot Inc., Ross Dress for Less
Rancho Carmel Plaza
San Diego, CA
1993
3
30,421
74.5
733,521
32.37
Oggi's Pizza & Brewing Co., Sprint PCS Assets
Lomas Santa Fe Plaza
Solana Beach, CA
1972/1997
9
209,569
96.6
5,115,486
25.27
Vons, Ross Dress for Less
Del Monte Center
(7)
Monterey, CA
1967/1984/2006
16
674,224
97.3
8,804,402
13.42
Macy's
Century Theatres, Macy's Furniture Gallery
The Shops at Kalakaua
Honolulu, HI
1971/2006
3
11,671
100.0
1,535,028
131.52
Whalers General Store, Diesel U.S.A. Inc.
Waikele Center
Waipahu, HI
1993/2008
9
538,024
94.8
16,930,680
33.19
Lowe's, Kmart, Sports Authority,
Foodland Super Market
Old Navy, Officemax
Alamo Quarry Market
(7)
San Antonio, TX
1997/1999
16
589,479
97.5
11,959,469
20.81
Regal Cinemas
Bed Bath & Beyond, Whole Foods Market
Subtotal/Weighted Average Retail Portfolio
87
2,784,302
94.3%
$59,504,577
$22.66
Office Properties
Torrey Reserve Campus
San Diego, CA
1996-2000
9
456,801
92.7%
$14,773,127
$34.89
Valencia Corporate Center
Santa Clarita, CA
1999-2007
3
194,268
80.9
4,493,081
28.59
160 King Street
San Francisco, CA
2002
1
167,986
95.2
5,463,637
34.16
Subtotal/Weighted Average Office Portfolio
13
819,055
90.4%
$24,729,845
$33.40
Total/Weighted Average Retail and Office Portfolio
100
3,603,357
93.2%
$84,234,422
$25.08
Average
Number
Monthly
Year Built/
of
Percentage
Annualized
Base Rent per
Location
Renovated
Buildings
Units
Leased
(2)
Base Rent
(3)
Leased Unit
(4)
Loma Palisades
San Diego, CA
1958/2001-2008
80
548
94.7%
$9,285,516
$1,491
Imperial Beach Gardens
Imperial Beach, CA
1959/2008-present
26
160
88.8
2,255,172
1,323
Mariner's Point
Imperial Beach, CA
1986
8
88
97.7
1,087,104
1,054
Santa Fe Park RV Resort
(8)
San Diego, CA
1971/2007-2008
1
126
81.0
801,120
654
Total/Weighted Average Multifamily Portfolio
115
922
92.1%
$13,428,912
$1,318
Net
Annualized
Number
Rentable
Base Rent
Year Built/
of
Square
Percentage
Annualized
per Leased
Location
Renovated
Buildings
Feet
(1)
Leased
(2)
Base Rent
(3)
Square Foot
(4)
Retail Property
Solana Beach Towne Centre
Solana Beach, CA
1973/2000/2004
12
246,730
97.7%
$5,300,689
$21.99
Dixieline Probuild, Marshalls
Office Properties
Solana Beach Corporate Centre
Solana Beach, CA
1982/2005
4
211,971
87.6%
$5,829,266
$31.39
The Landmark at One Market
(9)
San Francisco, CA
1917/2000
1
421,934
100.0
23,442,652
55.56
First & Main
Portland, OR
2010
1
363,701
95.9
10,548,509
30.24
Subtotal/Weighted Average Office Portfolio
6
997,606
95.9%
$39,820,427
$41.62
Total/Weighted Average Retail and Office Portfolio
18
1,244,336
96.2%
$45,121,116
$37.69
Other Principal Retail Tenant(s)
(6)
Same-Store Retail and Office Portfolios
Property
Same-Store Multifamily Portfolio
Retail Anchor Tenant(s)
(5)
Non-Same Store Retail and Office Portfolios
Retail Anchor Tenant(s)
(5)
Other Principal Retail Tenant(s)
(6)
Property
Property


First Quarter 2011 Supplemental Information
Page 19
PROPERTY REPORT (CONTINUED)
As of March 31, 2011
Net
Annualized
Number
Rentable
Base Rent
Year Built/
of
Square
Percentage
Annualized
per Leased
Location
Renovated
Buildings
Feet
(1)
Leased
(2)
Base Rent
(3)
Square Foot
(4)
Waikiki Beach Walk - Retail
Honolulu, HI
2006
3
96,569
97.8%
$9,400,582
$99.54
Yardhouse, Ruths Chris
Annualized
Number
Revenue per
Year Built/
of
Average
Average
Available
Location
Renovated
Buildings
Units
Occupancy
(10)
Daily Rate
(10)
Room
(10)
Waikiki Beach Walk - Embassy Suites™
Honolulu, HI
2008
2
369
87.6%
$234.40
$205.45
Notes:
(1)
(2)
(3)
(4)
(5)
Retail anchor tenants are defined as retail tenants leasing 50,000 square feet or more.
(6)
Other principal retail tenants are defined as the two tenants leasing the most square footage, excluding anchor tenants.
(7)
Net rentable square feet at certain of our retail properties includes pad sites leased pursuant to the ground leases in the following table:
Square Footage
Aggregate
Number of Ground
Leased Pursuant
Annualized
Property
Leases
to Ground Leases
Base Rent
Carmel Mountain Plaza
6
127,112
                      
1,020,900
$      
South Bay Marketplace
1
2,824
                          
81,540
$           
Del Monte Center
2
295,100
                      
201,291
$         
Alamo Quarry Market
4
31,994
                        
428,250
$         
(8)
(9)
(10)
This property contains 421,934 net rentable square feet consisting of The Landmark at One Market (377,714 net rentable square feet) as well as a separate long-term leasehold interest in
approximately 44,220 net rentable square feet of space located in an adjacent six-story leasehold known as the Annex. We currently lease the Annex from Paramount Group pursuant to a long-term
master lease effective through June 30, 2016, which we have the option to extend until 2031 pursuant to three five-year extension options.
The net rentable square feet for each of our retail properties and the retail portion of our mixed-use property is the sum of (1) the square footages of existing leases, plus (2) for available space, the
field-verified square footage. The net rentable square feet for each of our office properties is the sum of (1) the square footages of existing leases, plus (2) for available space, management’s
estimate of net rentable square feet based, in part, on past leases. The net rentable square feet included in such office leases is generally determined consistently with the Building Owners and
Managers Association, or BOMA, 1996 measurement guidelines.
Percentage leased for each of our retail and office properties and the retail portion of the mixed-use property includes square footage under leases as of March 31, 2011, including leases which may
not have commenced as of March 31, 2011. Percentage leased for our multifamily properties includes total units rented as of March 31, 2011.
Annualized base rent is calculated by multiplying base rental payments (defined as cash base rents (before abatements)) for the month ended March 31, 2011, by 12. In the case of triple net or
modified gross leases, annualized base rent does not include tenant reimbursements for real estate taxes, insurance, common area or other operating expenses.
Annualized base rent per leased square foot is calculated by dividing annualized base rent, by square footage under lease as of March 31, 2011. Annualized base rent per leased unit is calculated by
dividing annualized base rent, by units under lease as of March 31, 2011.
Non-Same Store Mixed-Use Portfolio
Retail Portion
Retail Anchor Tenant(s)
(5)
Average occupancy represents the percentage of available units that were sold during the 3-month period ended March 31, 2011, and is calculated by dividing the number of units sold by the product
of the total number of units and the total number of days in the period. Average daily rate represents the average rate paid for the units sold and is calculated by dividing the total room revenue (i.e.,
excluding food and beverage revenues or other hotel operations revenues such as telephone, parking and other guest services) for the 3-month period ended March 31, 2011, by the number of units
sold. Revenue per available room, or RevPAR, represents the total unit revenue per total available units for the 3-month period ended March 31, 2011 and is calculated by multiplying average
occupancy by the average daily rate. RevPAR does not include food and beverage revenues or other hotel operations revenues such as telephone, parking and other guest services.
Other Principal Retail Tenant(s)
(6)
The Santa Fe Park RV Resort is subject to seasonal variation, with higher rates of occupancy occurring during the summer months. During the 12 months ended March 31, 2011, the highest average
monthly occupancy rate for this property was 98.0%, occurring in July 2010, and the lowest average monthly occupancy rate for this property was 60.0%, occurring in November 2010. The number
of units at the Santa Fe Park RV Resort includes 122 RV spaces and four apartments.
Hotel Portion


First Quarter 2011 Supplemental Information
Page 20
RETAIL LEASING SUMMARY
As of March 31, 2011
Total
Lease
Summary
-
Comparable
(1)
Tenant
Net Rentable
Contractual
Cash Basis
Straight-Line
Tenant
Improvements
Number of
% of Comparable
Square Feet
Rent
Prior Rent
% Change
Basis % Change
Improvements
& Incentives
Quarter
Leases Signed
Leases Signed
Signed
Per Sq. Ft.
(2)
Per Sq. Ft.
(3)
in Rent
Over Prior Rent
Over Prior Rent
Lease Term
(4)
& Incentives
Per Sq. Ft.
1st Quarter 2011
11
100%
29,165
$26.14
$27.04
$(26,428)
(3.4)%
8.9%
2.7
$16,800
$0.58
New
Lease
Summary
-
Comparable
(1)
Tenant
Net Rentable
Contractual
Cash Basis
Straight-Line
Tenant
Improvements
Number of
% of Comparable
Square Feet
Rent
Prior Rent
% Change
Basis % Change
Improvements
& Incentives
Quarter
Leases Signed
Leases Signed
Signed
Per Sq. Ft.
(2)
Per Sq. Ft.
(3)
in Rent
Over Prior Rent
Over Prior Rent
Lease Term
(4)
& Incentives
Per Sq. Ft.
1st Quarter 2011
1
9%
1,200
$48.00
$51.92
2.2%
5.0
-
-
Renewal
Lease
Summary
-
Comparable
(1)(5)
Tenant
Net Rentable
Contractual
Cash Basis
Straight-Line
Tenant
Improvements
Number of
% of Comparable
Square Feet
Rent
Prior Rent
% Change
Basis % Change
Improvements
& Incentives
Quarter
Leases Signed
Leases Signed
Signed
Per Sq. Ft.
(2)
Per Sq. Ft.
(3)
in Rent
Over Prior Rent
Over Prior Rent
Lease Term
(4)
& Incentives
Per Sq. Ft.
1st Quarter 2011
10
91%
27,965
$25.20
$25.98
$(21,728)
(3.0)%
9.5%
2.6
$16,800
$0.60
Total
Lease
Summary
-
Comparable
and
Non-Comparable
Tenant
Net Rentable
Contractual
Tenant
Improvements
Number of
Square Feet
Rent
Improvements
& Incentives
Quarter
Leases Signed
Signed
Per Sq. Ft.
(2)
Lease Term
(4)
& Incentives
Per Sq. Ft.
1st Quarter 2011
12
31,389
$26.20
2.7
$36,800
$1.17
(1) Comparable leases represent those leases signed on spaces for which there was a previous lease.
(2) Contractual rent represents contractual minimum rent under the new lease for the first twelve months of the term.
(3) Prior rent represents the minimum rent paid under the previous lease in the final twelve months of the term.
(4) Weighted average is calculated on the basis of square footage.
(5) Excludes renewals at fixed contractual rates specified in the lease.
Weighted
Average
Annual
Change
Annual
Change
Annual
Change
Weighted
Average
Weighted
Average
Weighted
Average
(7.5)%
$(4,700)


First Quarter 2011 Supplemental Information
Page 21
OFFICE LEASING SUMMARY
As of March 31, 2011
Total
Lease
Summary
-
Comparable
(1)
Tenant
Net Rentable
Contractual
Cash Basis
Straight-Line
Tenant
Improvements
Number of
% of Comparable
Square Feet
Rent
Prior Rent
% Change
Basis % Change
Improvements
& Incentives
Quarter
Leases Signed
Leases Signed
Signed
Per Sq. Ft.
(2)
Per Sq. Ft.
(3)
in Rent
Over Prior Rent
Over Prior Rent
Lease Term
(4)
& Incentives
Per Sq. Ft.
1st Quarter 2011
10
100%
31,298
$32.88
$37.54
$(145,946)
(12.4)%
(2.3)%
2.5
$57,520
$1.84
New
Lease
Summary
-
Comparable
(1)(6)
Tenant
Net Rentable
Contractual
Cash Basis
Straight-Line
Tenant
Improvements
Number of
% of Comparable
Square Feet
Rent
Prior Rent
% Change
Basis % Change
Improvements
& Incentives
Quarter
Leases Signed
Leases Signed
Signed
Per Sq. Ft.
(2)
Per Sq. Ft.
(3)
in Rent
Over Prior Rent
Over Prior Rent
Lease Term
(4)
& Incentives
Per Sq. Ft.
1st Quarter 2011
2
20%
5,066
$33.90
$42.78
$ (44,982)
(20.8)%
(14.0)%
4.2
$5,938
$1.17
Renewal
Lease
Summary
-
Comparable
(1)(5)
Tenant
Net Rentable
Contractual
Cash Basis
Straight-Line
Tenant
Improvements
Number of
% of Comparable
Square Feet
Rent
Prior Rent
% Change
Basis % Change
Improvements
& Incentives
Quarter
Leases Signed
Leases Signed
Signed
Per Sq. Ft.
(2)
Per Sq. Ft.
(3)
in Rent
Over Prior Rent
Over Prior Rent
Lease Term
(4)
& Incentives
Per Sq. Ft.
1st Quarter 2011
8
80%
26,232
$32.68
$36.53
$(100,964)
(10.5)%
0.5%
2.2
$51,582
$1.97
Total
Lease
Summary
-
Comparable
and
Non-Comparable
Tenant
Net Rentable
Contractual
Tenant
Improvements
Number of
Square Feet
Rent
Improvements
& Incentives
Quarter
Leases Signed
Signed
Per Sq. Ft.
(2)
Lease Term
(4)
& Incentives
Per Sq. Ft.
1st Quarter 2011
14
43,502
$32.44
2.7
$141,420
$3.25
(1) Comparable leases represent those leases signed on spaces for which there was a previous lease.
(2) Contractual rent represents contractual minimum rent under the new lease for the first twelve months of the term.
(3) Prior rent represents the minimum rent paid under the previous lease in the final twelve months of the term.
(4) Weighted average is calculated on the basis of square footage.
(5) Excludes renewals at fixed contractual rates specified in the lease.
(6) Excludes 4,922 square feet of temporary space agreements (for typically less than 120 days) for potential permanent tenants.
Weighted
Average
Annual
Change
Weighted
Average
Annual
Change
Weighted
Average
Annual
Change
Weighted
Average


First Quarter 2011 Supplemental Information
Page 22
LEASE EXPIRATIONS
As of March 31, 2011
Assumes no exercise of lease options
Office
Retail
Mixed-Use (Retail Portion Only)
Total
% of
% of
Annualized
% of
% of
Annualized
% of
% of
Annualized
% of
Annualized
Expiring
Office
Total
Base Rent
Expiring
Retail
Total
Base Rent
Expiring
Mixed-Use
Total
Base Rent
Expiring
Total
Base Rent
Sq. Ft.
Sq. Ft.
Sq. Ft.
Per Sq. Ft.
(1)
Sq. Ft.
Sq. Ft.
Sq. Ft.
Per Sq. Ft.
(1)
Sq. Ft.
Sq. Ft.
Sq. Ft.
Per Sq. Ft.
(1)
Sq. Ft.
Sq. Ft.
Per Sq. Ft.
(1)
25,950
1.4%
0.5%
$12.18
12,053
0.4%
0.2%
$18.60
7,818
8.1%
0.2%
$43.91
45,821
0.9%
$19.28
33,032
1.8
0.7
38.95
71,785
2.4
1.5
35.60
360
0.4
-
194.80
105,177
2.1
37.20
213,263
11.7
4.3
37.24
358,413
11.8
7.2
23.76
6,184
6.4
0.1
163.76
577,860
11.7
30.23
188,542
10.4
3.8
31.60
519,515
17.1
10.5
24.07
7,065
7.3
0.1
143.73
715,122
14.5
27.24
86,175
4.7
1.7
34.88
401,889
13.3
8.1
27.91
1,959
2.0
-
114.16
490,023
9.9
29.48
207,619
11.4
4.2
37.26
222,332
7.3
4.5
25.37
12,697
13.1
0.3
153.03
442,648
9.0
34.61
161,296
(2)
8.9
3.3
30.29
115,067
(6)
3.8
2.3
38.03
10,191
10.6
0.2
171.11
286,554
5.8
38.41
120,901
(3)
6.7
2.4
38.74
111,249
3.7
2.3
25.00
4,628
4.8
0.1
134.78
236,778
4.8
34.16
36,226
2.0
0.7
45.39
737,758
24.3
14.9
15.40
4,673
4.8
0.1
139.02
778,657
15.7
17.54
168,716
9.3
3.4
48.98
70,197
2.3
1.4
26.80
11,690
12.1
0.2
51.73
250,603
5.1
42.90
225,108
(4)
12.4
4.6
40.19
118,506
3.9
2.4
8.79
17,843
18.5
0.4
41.30
361,457
7.3
29.95
Thereafter
208,215
(5)
11.5
4.2
46.97
110,251
(7)
3.7
2.2
24.54
9,382
9.7
0.2
46.20
327,848
6.6
39.41
Signed Leases
22,112
1.2
0.4
-
9,573
0.3
0.2
-
-
-
-
-
31,685
0.6
-
Not Commenced
-
Available
119,506
6.6
2.4
-
172,444
5.7
3.5
-
2,079
2.2
-
-
294,029
5.9
-
Total
1,816,661
100.0%
36.7%
$35.53
3,031,032
100.0%
61.3%
$21.38
96,569
100.0%
1.9%
$97.35
4,944,262
100.0%
$28.06
Assumes all lease options are exercised
Office
Retail
Mixed-Use (Retail Portion Only)
Total
% of
% of
Annualized
% of
% of
Annualized
% of
% of
Annualized
% of
Annualized
Expiring
Office
Total
Base Rent
Expiring
Retail
Total
Base Rent
Expiring
Mixed-Use
Total
Base Rent
Expiring
Total
Base Rent
Sq. Ft.
Sq. Ft.
Sq. Ft.
Per Sq. Ft.
(1)
Sq. Ft.
Sq. Ft.
Sq. Ft.
Per Sq. Ft.
(1)
Sq. Ft.
Sq. Ft.
Sq. Ft.
Per Sq. Ft.
(1)
Sq. Ft.
Sq. Ft.
Per Sq. Ft.
(1)
25,950
1.4%
0.5%
$12.18
12,053
0.4%
0.2%
$18.60
7,818
8.1%
0.2%
$43.91
45,821
0.9%
$19.28
22,294
1.2
0.5
38.97
55,874
1.8
1.1
34.57
360
0.4
-
194.88
78,528
1.6
36.55
71,964
4.0
1.5
35.42
112,657
3.7
2.3
29.62
4,093
4.3
0.1
135.53
188,714
3.8
34.13
87,648
4.8
1.8
36.06
100,737
3.3
2.0
36.80
7,065
7.3
0.1
143.73
195,450
4.0
40.33
14,845
0.8
0.3
35.16
203,529
6.7
4.1
30.23
1,959
2.0
-
114.16
220,333
4.5
31.31
107,157
5.9
2.2
36.59
46,264
1.5
0.9
37.20
12,697
13.1
0.3
153.03
166,118
3.4
45.66
143,548
7.9
2.9
29.82
62,321
(6)
2.1
1.3
28.18
7,227
7.5
0.1
211.53
213,096
4.3
35.50
122,065
6.7
2.5
41.37
77,858
2.6
1.6
30.52
4,615
4.8
0.1
144.47
204,538
4.1
39.57
96,210
5.3
1.9
27.48
187,802
6.2
3.8
23.26
4,673
4.8
0.1
139.02
288,685
5.8
26.54
55,454
3.1
1.1
35.32
145,460
4.8
2.9
24.39
-
-
-
-
200,914
4.1
27.41
88,652
4.9
1.8
33.24
304,072
10.0
6.1
16.16
1,951
2.0
-
123.56
394,675
8.0
20.53
Thereafter
839,256
(2)(3)(4)(5)
46.2
17.0
43.29
1,540,388
(7)
50.9
31.2
19.97
42,032
43.5
0.9
51.49
2,421,676
49.0
28.60
Signed Leases
22,112
1.2
0.4
-
9,573
0.3
0.2
-
-
-
-
-
31,685
0.6
-
Not Commenced
Available
119,506
6.6
2.4
-
172,444
5.7
3.5
-
2,079
2.2
-
-
294,029
5.9
-
Total
1,816,661
100.0%
36.7%
$35.53
3,031,032
100.0%
61.3%
$21.38
96,569
100.0%
1.8%
$97.35
4,944,262
100.0%
$28.06
2014
2015
2016
2017
2013
2014
2020
Month to Month
Year
2011
2012
2013
Month to Month
2012
Year
2018
2019
2011
2019
2020
2015
2016
2017
2018


First Quarter 2011 Supplemental Information
Page 23
LEASE EXPIRATIONS (CONTINUED)
Notes:
(1)
(2)
(3)
(4)
(5)
(6)
(7)
Annualized base rent per leased square foot is calculated by dividing (i) annualized base rent for leases expiring during the applicable period, by (ii) square footage under such expiring leases. Annualized base rent is calculated by multiplying (i)
base
rental
payments
(defined
as
cash
base
rents
(before
abatements))
for
the
month
ended
March
31,
2011
for
the
leases
expiring
during
the
applicable
period,
by
(ii)
12.
The expirations include 84,298 square feet leased by the Del Monte Corporation at The Landmark at One Market through March 31, 2011, for which salesforce.com has signed an agreement to lease the space from June 1, 2011 through May 31,
2021 with options to extend the lease through May 31, 2031.
The
expirations
include
5,000
square
feet
leased
by
Sleep
Train
Mattress
through
April
30,
2011
at
Carmel
Mountain
Plaza,
for
which
Chick-Fil-A
has
signed
an
agreement
to
lease
the
space
from
August
2,
2011
through
August
31,
2026.
The expirations include 3,346 square feet leased by Wella Corporation through March 31, 2011 at The Landmark at One Market, for which Pigment Cosmetics, Inc. has signed an agreement to lease the space from April 1, 2011 through March 31,
2016 with an option to extend the lease through March 31, 2021.
The expirations include 45,795 square feet currently leased by Microsoft at The Landmark at One Market, for which Autodesk has signed an agreement to lease the space upon Microsoft's lease termination on December 31, 2012 through
December 31, 2017 with an option to extend the lease through December 31, 2024.
The expirations include 8,812 square feet leased by the Del Monte Corporation at The Landmark at One Market through March 31, 2011, for which salesforce.com has signed an agreement to lease the space from June 1, 2011 through April 30,
2020 with options to extend the lease through April 30, 2030.
The expirations include 1,200 square feet leased by San Diego Wireless through October 31, 2011 at Carmel Mountain Plaza, for which T-Mobile has signed an agreement to lease the space from November 1, 2011 through October 31, 2016.


First Quarter 2011 Supplemental Information
Page 24
PORTFOLIO LEASED STATISTICS
Size
Leased
(1)
Leased %
Size
Leased
(1)
Leased %
Overall Portfolio Statistics
Retail Properties (square feet)
3,031,032
2,858,588
94.3%
2,784,243
2,622,433
94.2%
Office Properties (square feet)
1,816,661
1,697,155
93.4%
1,240,989
1,160,729
93.5%
Mixed-Used Properties (square feet)
96,569
94,490
97.8%
-
-
-
Mixed-Used Properties (units)
369
323
(6)
87.6%
-
-
-
Multifamily Properties (units)
922
849
92.1%
922
806
87.4%
Same-Store     Statistics
Retail Properties (square feet)
2,784,302
(3)
2,617,523
94.0%
2,784,243
2,622,433
94.2%
Office Properties (square feet)
1,240,989
(4)
1,162,503
93.7%
1,240,989
1,160,729
93.5%
Mixed-Used Properties (square feet)
-
(5)
-
-
-
-
-
Mixed-Used Properties (units)
-
(5)
-
-
-
-
-
Multifamily Properties (units)
922
849
92.1%
922
806
87.4%
Notes:
(3) Excludes Solana Beach Towne Centre as the controlling interest in this entity was acquired on January 19, 2011.
(4) Excludes
Solana
Beach
Corporate
Centre
as
the
controlling
interest
in
this
entity
was
acquired
on
January
19,
2011.
First
&
Main
is
excluded
as
it
was
acquired
on
March
11,
2011.
(5) Excludes the Waikiki Beach Walk property as the controlling interest in this entity was acquired on January 19, 2011.
(6) Represents average occupancy for the quarter.
(1) Leased square feet includes square feet under lease as of each date, including leases which may not have commenced as of that date. Leased units for our multifamily properties include total units
rented as of that date.
At March 31, 2011
At December 31, 2010
Type
(2) See Glossary of Terms.
(2)


First Quarter 2011 Supplemental Information
Page 25
TOP TENANTS -
RETAIL
As of March 31, 2011
Tenant
Property(ies)
Lease
Expiration
Total
Leased
Square
Feet
Rentable Square
Feet as a
Percentage of
Retail
Rentable Square
Feet as a
Percentage of
Total Retail and
Office
Annualized
Base Rent
Annualized
Base Rent as a
Percentage of
Retail
Annualized
Base Rent as a
Percentage of
Total
1
Lowe's
Waikele Center
5/31/18
155,000
5.4%
3.4%
$3,992,647
6.2%
3.1%
2
Kmart
Waikele Center
6/30/18
119,590
4.2
2.6
3,826,880
5.9
3.0
3
Foodland Super Market
Waikele Center
1/25/14
50,000
1.8
1.1
2,337,481
3.6
1.8
4
Sports Authority
Carmel Mountain Plaza, Waikele Center
11/30/13
7/18/13
90,722
3.2
2.0
2,076,602
3.2
1.6
5
Ross Dress for Less
South Bay Marketplace, Lomas Santa Fe Plaza,
Carmel Mountain Plaza
1/31/13
1/31/14
81,125
2.8
1.8
1,595,826
2.5
1.2
6
Borders
Alamo Quarry Market, Del Monte Center, Waikele
Center
11/30/12
1/31/13
1/31/14
(1)
59,615
2.1
1.3
1,324,500
2.0
1.0
7
Officemax
Alamo Quarry Market, Waikele Center
11/30/12
1/31/2014
47,962
1.7
1.1
1,164,761
1.8
0.9
8
Old Navy
Waikele Center, Alamo Quarry Market, South Bay
Marketplace
7/31/12
9/30/12
4/30/13
59,780
2.1
*
*
*
*
9
Marshalls
Solana Beach Towne Centre, Carmel Mountain Plaza
1/13/15
1/31/19
68,055
2.4
1.5
1,106,146
1.7
0.9
10
Vons
Lomas Santa Fe Plaza
12/31/17
49,895
1.8
1.1
1,058,000
1.6
0.8
Top 10 Retail Tenants Total
781,744
27.5%
15.9%
$18,482,843
28.5%
14.3%
*
Data withheld at tenant's request.
(1)
The
Borders
lease
at
Waikele
Center
expires
on
January
31,
2014.
However,
Borders
will
close
the
store
as
of
May
15,
2011
at
which
time,
they
will
likely
terminate
the
lease.


First Quarter 2011 Supplemental Information
Page 26
TOP TENANTS -
OFFICE
As of March 31, 2011
Tenant
Property(ies)
Lease
Expiration
Total
Leased
Square
Feet
Rentable Square
Feet as a
Percentage of
Office
Rentable Square
Feet as a
Percentage of
Total Retail and
Office
Annualized
Base Rent
Annualized
Base Rent as a
Percentage of
Office
Annualized
Base Rent as a
Percentage of
Total
1
salesforce.com
The Landmark at One Market
6/30/19
4/30/20
133,782
8.0%
3.0%
$7,801,308
12.1%
6.0%
2
Del Monte Corporation
The Landmark at One Market
3/31/11
93,110
5.6
2.1
7,521,086
11.7
5.8
3
Insurance Company Of The West
Torrey Reserve, Valencia Corporate Center
12/31/16
6/30/19
147,196
8.8
3.3
4,426,695
6.9
3.4
4
DLA Piper Rudnick Gray Cary
160 King Street
2/28/12
69,656
4.2
1.5
3,247,852
5.0
2.5
5
Veterans Benefits Administrations
First & Main
8/31/20
93,572
5.6
2.1
3,006,453
4.7
2.3
6
Microsoft
The Landmark at One Market
12/31/12
45,795
2.7
1.0
2,930,880
4.5
2.3
7
Autodesk
The Landmark at One Market
12/31/15
12/31/17
68,869
4.1
1.5
2,847,100
4.4
2.2
8
Treasury Tax Administration
First & Main
8/31/15
70,660
4.2
1.6
2,583,330
4.0
2.0
9
Treasury Call Center
First & Main
8/31/20
63,648
3.8
1.4
2,184,302
3.4
1.7
10
California Bank & Trust
Torrey Reserve
5/31/2019
10/31/2019
29,985
1.8
0.7
1,323,222
2.0
1.0
Top 10 Office Tenants Total
816,273
48.8%
18.2%
$37,872,228
58.7%
29.2%


First Quarter 2011 Supplemental Information
APPENDIX


First Quarter 2011 Supplemental Information
Page 28
EBITDA:
Adjusted EBITDA:
GLOSSARY OF TERMS
Three Months Ended
March 31, 2011
Net income
13,596
$          
Depreciation and amortization
12,490
Interest expense
13,079
Income tax expense
251
EBITDA
39,416
$          
Three Months Ended
March 31, 2011
EBITDA
39,416
$          
Early extinguishment of debt
25,867
Loan transfer and consent fees
9,019
Gain on acquisition
(46,371)
Adjusted EBITDA
27,931
$          
                EBITDA is a non-GAAP measure that means net income or loss plus depreciation and amortization, net interest expense, income taxes, gain or loss on sale of
real estate and impairments of real estate, if any. EBITDA is presented because it approximates a key performance measure in our debt covenants, but it should  not  be
considered an alternative measure of operating results or cash flow from operations as determined in accordance with GAAP. The reconciliation of net income to
EBITDA for the three months ended March 31, 2011 is as follows:
                                 Adjusted EBITDA is a non-GAAP measure that begins with EBITDA and includes adjustments for certain items that we believe are not
representative of ongoing operating performance. We use Adjusted EBITDA as a supplemental performance measure because losses from early extinguishment of
debt, loan transfer and consent fees and gains on acquisitions of controlling interests create significant earnings volatility which in turn results in less comparability
between reporting periods and less predictability regarding future earnings potential. The adjustments noted resulted from our initial public offering and formation
transactions.
                                                        FFO is a supplemental measure of real estate companies' operating performances. The National Association of Real Estate
Investment Trusts (NAREIT) defines FFO as follows: net income, computed in accordance with GAAP plus depreciation and amortization of real estate assets and
excluding extraordinary items and gains and losses on sale of real estate. NAREIT developed FFO as a relative measure of performance and liquidity of an equity
REIT in order to recognize that the value of income-producing real estate historically has not depreciated on the basis determined under GAAP. However, FFO does
not represent cash flows from operating activities in accordance with GAAP (which, unlike FFO, generally reflects all cash effects of transactions and other events in
the determination of net income); should not be considered an alternative to net income as an indication of our performance; and is not necessarily indicative of cash
flow as a measure of liquidity or ability to pay dividends. We consider FFO a meaningful, additional measure of operating performance primarily because it excludes
the assumption that the value of real estate assets diminishes predictably over time, and because industry analysts have accepted it as a performance measure.
Comparison of our presentation FFO to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in the application of the
NAREIT definition of FFO used by such REITs.
Funds From Operations (FFO):


First Quarter 2011 Supplemental Information
Page 29
FFO As Adjusted as a supplemental performance measure because losses from early extinguishment of debt, loan transfer and consent fees and gains on acquisitions of
controlling interests create significant earnings volatility which in turn results in less comparability between reporting periods and less predictability regarding future
earnings potential. The adjustments noted resulted from our initial public offering and formation transactions.  However, other REITs may use different methodologies for
defining adjustments and, accordingly, our FFO As Adjusted may not be comparable to other REITs.
leasing commissions and maintenance capital expenditures, eliminating the net effect of straight-line rents, amortization of above (below) market rents for acquisition
properties, the effects of other lease intangibles, adding noncash amortization of deferred financing costs and debt fair value adjustments, adding noncash compensation
expense, and adding (subtracting) unrealized losses (gains) on marketable securities. FAD provides an additional perspective on our ability to fund cash needs and make
distributions by adjusting FFO for the impact of certain cash and noncash items, as well as adjusting FFO for recurring capital expenditures and leasing costs. However,
other REITs may use different methodologies for calculating FAD and, accordingly, our FAD may not be comparable to other REITs.
expenses (property expenses and real estate taxes). Other REITs may use different methodologies for calculating NOI, and accordingly, our NOI may not be comparable
to other REITs. Since NOI excludes general and administrative expenses, interest expense, depreciation and amortization, acquisition-related expenses, other
nonproperty income and losses, gains and losses from property dispositions, and extraordinary items, it provides a performance measure that, when compared year over
year, reflects the revenues and expenses directly associated with owning and operating commercial real estate and the impact to operations from trends in occupancy
rates, rental rates, and operating costs, providing a perspective on operations not immediately apparent from net income. However, NOI should not be viewed as an
alternative measure of our financial performance since it does not reflect general and administrative expenses, interest expense, depreciation and amortization costs,
other nonproperty income and losses, the level of capital expenditures and leasing costs necessary to maintain the operating performance of the properties, or trends in
development and construction activities which are significant economic costs and activities that could materially impact our results from operations.
GLOSSARY OF TERMS (CONTINUED)
Reconciliation of NOI to Net Income
2011
2010
Total NOI
$ 31,891
$ 20,982
General and administrative
(3,610)
(1,587)
Depreciation and amortization
(12,490)
(7,230)
Interest expense
(13,079)
(10,654)
Early extinguishment of debt
(25,867)
-
Loan transfer and consent fees
(9,019)
-
Gain on acquisition
46,371
-
Other income (expense), net
(601)
(987)
Net income
13,596
524
Net income attributable to restricted shares
(86)
-
Net loss attributable to Predecessor's noncontrolling interests in consolidated real estate entities
2,458
430
Net income attributable to Predecessor's controlled owners' equity
(16,995)
(954)
Net loss attributable to unitholders in the Operating Partnership
329
-
Net loss attributable to American Assets Trust, Inc. stockholders
$      (698)
$        -
Three Months Ended March 31,
FFO As Adjusted is a supplemental measure of real estate companies' operating performances. We use
FAD is a supplemental measure of our liquidity. We compute FAD by subtracting from FFO As Adjusted tenant improvements,
We define NOI as operating revenues (rental income, tenant reimbursements and other property income) less property and related
Funds From Operations As Adjusted (FFO As Adjusted):
Funds Available for Distribution (FAD):
Net Operating Income (NOI):


First Quarter 2011 Supplemental Information
Page 30
GLOSSARY OF TERMS (CONTINUED)
Overall Portfolio:
Includes all operating properties owned by us as of March 31, 2011.
Comparison of Q1 2011 to Q1 2010
Comparison of Q1 2011 to Q4 2010
Same-Store
Non-Same Store
Same-Store
Non-Same Store
Carmel Country Plaza
X
X
Carmel Mountain
X
X
South Bay Marketplace
X
X
Rancho Carmel Plaza
X
X
Lomas Santa Fe Plaza
X
X
Solana Beach Towne Centre
X
X
Del Monte Center
X
X
The Shops at Kalakaua
X
X
Waikele Center
X
X
Alamo Quarry Market
X
X
Torrey Reserve
X
X
Solana Beach Corporate Centre
X
X
Valencia Corporate Center
X
X
160 King Street
X
X
The Landmark at One Market
X
X
First & Main
X
X
Waikiki Beach Walk -
Retail
X
X
Waikiki Beach Walk -
Embassy Suites™
X
X
Loma Palisades
X
X
Imperial Beach Gardens
X
X
Mariner's Point
X
X
Santa Fe Park RV Resort
X
X
Sorrento Pointe -
Land
X
X
Torrey Reserve -
Land
X
X
Solana Beach -
Land
X
X
Tenant Improvements and Incentives:
Represents not only the total dollars committed for the improvement (fit-out) of a space as it relates to a specific lease but may
also include base building costs (i.e. expansion, escalators or new entrances) which are required to make the space leasable. Incentives include amounts paid to tenants as
an inducement to sign a lease that do not represent building improvements.
Retail Properties
Office Properties
Mixed-Use Properties
Multifamily Properties
Development Properties
Same-Store
Portfolio
and
Non-Same Store
Portfolio:
Information
provided
on
a
same-store
basis
is
provided
for
only
those
properties
that
were
owned
and
operated
for
the
entirety
of
both
periods
being
compared
and
excludes
properties
that
were
redeveloped,
expanded
or
under
development
and
properties purchased
or
sold
at
any
time during the periods being compared.  The following  table shows the properties included in same-store and non-same store portfolio for the comparative periods
presented.