Thank you, operator. Good morning, everyone.

Welcome to American Assets Trust Inc's second quarter 2021 earnings call. Yesterday afternoon our earnings release and supplemental information were furnished to the SEC on Form 8-K.

Both are now available on the Investors section of our website, americanassetstrust.com. A telephonic replay and on-demand webcast will also be available for this call over the next week.

During this call we will discuss non-GAAP financial measures, which are reconciled to our GAAP financial results in our earnings release and supplemental information. We will also be making forward-looking statements based on our current expectations, which statements are subject to risks and uncertainties discussed in our SEC filings.

You are cautioned not to place undue reliance on these forward-looking statements. Actual events could cause our results to differ materially from these forward-looking statements for a number of reasons, including as it may relate to the continuing impact from COVID-19.

And with that, I'll turn the call over to Ernest Rady, our Chairman and CEO, to begin the discussion of our second quarter 2021 results. Ernest?

Thanks, Adam, and good morning everyone. We are making great progress on all fronts as we focus our efforts on our rebound from COVID-19 impact by enhancing and amenitizing existing properties, acquiring new accretive properties like Eastgate Office Park in Bellevue, which the team will talk about more in a bit, retaining and adding new customers to our portfolio, furthering our development of La Jolla Commons of which we recently bottomed out our excavation and otherwise remain on time and on budget and of course growing our earnings and net asset value for our stockholders.

We have been through hard times before and each time we have emerged stronger with remains our expectations and mine now. I want to mention that the board of directors has approved a quarterly dividend of $0.30 per share for the third quarter, an increase of $0.02 per share, or 7% from the second quarter, which as we believe is supported by our increased collection efforts in the second quarter, improving traffic in Waikiki at our Embassy Suites and our expectation for operations to continue trending favorably in the near-term.

I'm also pleased to announce that the board has appointed Adam Wyll to the position of President in addition to his Chief Operating Officer role and title. As many of you know, Adam is a valuable and hard-working member of our executive team and this title describes the breadth of responsibilities and leadership that he has successfully taken on prior to, and during the pandemic, as well as the confidence, our board and myself and our management team has in him to manage in partnership with our excellent executive team, the day-to-day operations of AAT.

I personally am blessed with excellent health and this company is very important to me. I intend to continue my role as Chairman and CEO for the foreseeable future.

However, it is very important to our board, myself and shareholders that this company will always remain in very capable hands and that we are fortunate to have such a great management team and group of associates at AAT, all of whom work together as we continue on as a best-in-class REIT. Adam, Bob, and Steve will go into more detail on our various asset management segments, collections, and financial results.

And we will be available for any questions you may have at the conclusion of our prepared remarks. On behalf of all of American Assets Trust, we thank you for confidence and allowing us to manage your company and for your continued support now more than ever.

And now, I'm going to return it back to our newly elected President, Adam.

Thanks, Ernest. I very much appreciate the kind words and leadership opportunities, none of which would have been possible without your mentorship, not to mention the daily collaboration with such an incredible management team and top-notch team members and colleagues.

We continue to feel bullish about our portfolio, particularly with government restrictions lifted in all of our Mainland markets and Hawaii having lightened its reopening restrictions considerably, and we're seeing firsthand consumer behavior reverting to pre-pandemic levels with packed parking lots and tons of shoppers at all our retail properties. We're already seeing many of our retailers with gross sales above pre-pandemic levels and our restaurants recovering, which is obviously very encouraging.

Our collections have continued to improve each quarter with a collection rate north of 96% for the second quarter. Furthermore, we had approximately $850,000 of deferred rent due from tenants in Q2 based on COVID-19 related lease modifications and we have collected approximately 94% of those deferred amounts, further validating our strategy of supporting our struggling retailers through the government mandated closures.

Remaining collection challenges at this point are primarily with a handful of local retailers at our Waikiki Beach Walk property, but with Hawaii tourism back in large numbers, we think we'll have an opportunity to rebound to be viable long-term even more so once Asian countries relaxed their travel restrictions to Hawaii later this year or early next. Additionally, we are seeing positive activity engagement with new retailers, including mid-box retailers, about half of our over 250,000 square feet of vacant retail space are in lease negotiations or LOI stage, deals that we believe we have a good likelihood have been finalized.

And the vast majority of our retailers are renewing their leases at flat to modest rent increases. On the multifamily front with new management in place of Hassalo, we are currently 99% leased and asking rents are trending up almost 20% since December 2020.

Multifamily collections have been more challenging in Portland due to eviction protection still in place through the next month or so, but we are doing everything we can to stay on top of that, which include government rental assistance programs that we expect meaningful disbursements from soon. In San Diego, our multifamily properties are currently 97% leased and we have leased approximately 90% of the 133 master lease units that expired less than two months ago and expect the remaining to be leased over the next few weeks.

Asking rents at our multifamily properties are trending up as well in San Diego, almost 10% since December 2020. With that, I'll turn the call over to Bob to discuss Q2 financial results in more detail.

Good morning. And thank you, Ernest and Adam.

Last night were reported second quarter 2021 FFO per share of $0.51 and second quarter 2021 net income attributable to common stockholders per share of $0.15. From my perspective, I believe we are seeing the beginning of the recovery story for AAT that we have been talking about for the last six months with embedded growth into 2022 and beyond.

As we have previously shared with you on our bridge in our investor presentations, which you can find on our website. Let me share with you several data points that support my belief.

First, as Ernest previously mentioned, the board has approved an increase in the dividend to its pre-COVID amount of $0.30 per share based on the continued improvement in our collections as expected. But the overwriting factor was the strong results we're seeing at the Embassy Suites Hotel in Waikiki, beginning in mid-June and increasing into July with the strong pent-up demand.

Q2 paid occupancy was 67% and the month of June by itself reached approximately 83%. The average daily rate was $274 for Q2 and approximately $316 for the month of June.

RevPAR or revenue per available room was $184 for Q2 and approximately $262 million for the month of June. It is definitely heading in the right direction.

Effective July 8, all travelers into Hawaii who are vaccinated in the U.S. can skip quarantine without getting a pre-travel COVID test by uploading proof of their vaccination to the state of Hawaii safe travel website.

The Oahu is still under Tier 5 of its reopening plan until Hawaii’s total population is 70% fully vaccinated, which should occur in the next month or two. Bars and restaurants in Oahu can be at 100% capacity as long as all customers show their vaccination card or a negative COVID test on entry.

The Japanese wholesale market had accounted for approximately 35% to 40% of our customer base pre-COVID. Japan is currently just 9% fully vaccinated, though with its current pace of over 1 million vaccines a day, Japan is expected to be completing vaccinations by this November and to start issuing vaccine passports in the next 30 days, in anticipation of opening up international travel.

In the meantime, there is a pent-up demand from U.S. West and Canada that is expected to keep the hotel occupied and on track with this recovery.

Secondly, looking at our consolidated statement of operations for the three months ended June 30, our total revenue increased approximately $7.8 million over Q1, which is approximately a 9.3% increase, approximately 37% of that was the outperformance of the Embassy Suites Hotel as California and Hawaii began to open up travel. Additionally, our operating income increased approximately $6.3 million over Q1 2021, which is approximately an increase of 31%.

Third, same-store cash NOI overall was strong at 23% year-over-year, with office consistently strong before during and post-COVID and retail showing strong signs of recovery. Multi-family was down primarily as a result of Pacific Ridge Apartments at 71% leased at the end of Q2, due to the recurring seasonality of students leaving in May, including the expiration of the USD master lease and new students leasing over the summer before school starts in late August.

Generally, approximately 60% of our 533 units at Pacific Ridge are leased by students with the USD campus right across the street. As of this week, we are approximately 90% leased at Pacific Ridge with approximately 150 students moving in over the next several weeks in August.

Hassalo on Eighth in the Lloyd District of Oregon is a 657 multifamily campus. At the end of Q1, occupancy was approximately 84% due to the lingering impact of COVID and political challenges in the prior months.

As of Q2, we have increased the occupancy to approximately 95%, but in doing so, we had to adjust the rent and increase concessions. Pacific Ridge and Hassalo on Eighth are the two factors that impacted our multifamily same-store this quarter.

As Adam mentioned, asking rates have been trending favorably on our multifamily properties recently, which we expect to provide meaningful growth going forward. Note that our same-store cash NOI does not include our mixed use sector, which will return with Q3 and Q4 2021, after completing the renovation of the Embassy Suites Hotel during COVID.

And fourth, as previously disclosed, we acquired Eastgate Office Park on July 7, comprised of approximately 280,000 square foot multi-tenant office campus in the premier I-90 corridor submarket of Bellevue, Washington. One of the top performing markets in the nation, east side market is anchored by leading tech, life science, biotech and telecommunication companies.

The four building Eastgate Park is currently greater than 95% lease to a diversified tenant base with in-place contractual lease rates that we believe are 10% to 15% below prevailing market rates for the submarket. Additionally, Eastgate Park recently obtained municipal approval for rezoning, increasing the floor area ratio from 0.5 to 1.0, which will allow for additional development opportunities.

The purchase price of approximately $125 million was paid with cash on the balance sheet. The going in cap rate was approximately 6% with an unlevered IRR north of 7%.

We believe this transaction will be accretive to FFO by approximately $0.05 for the remainder of 2021 and $0.10 for the entire year of 2022. These four items are the data points that are pointing to the beginning of AAT’s recovery story, starting to unfold.

One last point of interest is that on Page 16 of the supplemental total cash net operating income, which is a non-GAAP supplemental earnings measure, which the company considers meaningful in measuring its operating performance is shown for the three months, ended June 30, at approximately $58.7 million. If you use this run rate going forward, it would be approximately $234 million, which would exceed 2019 pre-COVID cash NOI of approximately $212 million.

A reconciliation of total cash NOI to net income is included in the glossary of terms in the supplemental. Moving on, at the end of the second quarter, we had liquidity of approximately $718 million comprised of $368 million in cash and cash equivalents and $350 million of availability on our line of credit.

Our leverage, which we measure in terms of net debt to EBITDA was 6.0 times. Our focus is to maintain our net debt to EBITDA at 5.5 or below.

Our interest coverage and fixed charge coverage ratio end of the quarter at 3.7 times. As far as guidance goes, we are in the middle of budget season now for 2022.

We hope to beginning begin issuing formal guidance again for 2022 on our Q3 2021 earnings. I'll now turn the call over to Steve Center, our Vice President of Office Properties for a brief update on our office segment.

Steve?

Thanks, Bob. At the end of the second quarter, excluding One Beach, which is under redevelopment, our office portfolio stood at approximately 93% leased with less than 1% expiring through the end of 2021.

Our top ten office tenants represented 51% of our total office space rent. Given the quality of our assets and the strength of the markets in which they are located with technology and life sciences, the key market drivers, our office portfolio is poised to capitalize on improving dynamics, especially in Bellevue in San Diego.

Q2 portfolio stats by region were as follows. Our San Francisco and Portland office portfolios were stable at 100% and 97% leased respectively.

City Center Bellevue was 93% least net of a new amenities space under development. And San Diego was 91% leased net of new amenities space as being added to Torrey Reserve.

We had continued success in Q2 preserving pre-COVID rental rates with 13 comparable new and renewal leases totaling approximately 50,000 rentable square feet with an over 9% increase over prior rent on a cash basis and almost 15% increase on a straight-line basis. The weighted average lease term on these leases was 3.6 years with just over $7 per rentable square foot and TI’s incentives.

We experienced some modest small tenant attrition during the quarter due to COVID resulting in a net loss of approximately 16,000 rentable square feet or less than a half a point of occupancy, none of which was lost to a competitor. Our outlook moving forward is one of the positive net absorption, with two of our proposal activity picking up significantly.

At this point in time, we were seeing smaller tenants willing to commit to longer term leases at favorable rental rates. Even more exciting as the push to return to the office, and the emerging large tenant activity and competition for quality larger blocks of space in select markets, including San Diego and Bellevue of which we have current availability and active prospects.

Our continued strategic investments in our current portfolio will position us to capture more than our fair share of net absorption as the markets improve. The renovation of two buildings at Torrey Reserve is near completion.

We have aggregated large blocks of space to meet demand and take advantage of pricing power. And we have active large deals in negotiations on both buildings.

The final phase of the renovation will include a new state-of-the-art fitness complex and conference center, both serving the entire 14-building Torrey Reserve Campus. Construction is in full swing on the redevelopment of One Beach Street in San Francisco, but delivering the first half of 2022 and construction is nearly complete on the redevelopment of 710 Oregon Square in the Lloyd submarket of Portland.

One Beach will grow to over 103,000 square feet and 710 Oregon Square will add another 32,000 square feet to the office portfolio. As Ernest mentioned, construction is well underway on Tower 3 at La Jolla Commons with expected completion in Q2, Q3 of 2023.

And we are encouraged by the emerging large tenant activity and competition for quality large blocks of space in UTC. Finally, leasing activity is robust for upcoming availability at Eastgate Office Park in suburban Bellevue, even prior to executing the exciting renovation plans under development to take this special property to the next level of quality and customer experience.

In summary, our office port portfolio is on offense as we move forward into the rest of 2021 and beyond. Operator, I'll now turn the call over to you for questions.

Hi, this is Lydia on behalf of Haendel. Congratulations Adam.

My first question is can you discuss the status of La Jolla Commons, your new UTC development, and also the decision to build spec? And how are you thinking about the UTC market and expected return?

Why don't you handle the construction and then Steve will handle the leasing opportunity?

Sure, sure. I think so right now we are at the bottom of the hole as Ernest mentioned earlier, and we are beginning the first phases of pouring our math foundations.

To Ernest point we remain on schedule, and on-time, and on-budget. Our first concrete pour is going to be over 3,500 cubic yards of concrete and almost 430,000 pounds of rebar.

So, there is a lot of work to do between now and August 14, but we remain pretty confident in our ability to execute this.

And I think as we pointed out before we were fortunate enough to buy it out during the last quarter of last year and construction costs have escalated since, so it would cost us more substantially if we were to buy it today. And Steve, why don’t you describe your strategy of holding out for the right tenant.

Well, as we've said before, you have not only life science venture capital flowing into San Diego at record rates, but also technology venture capital is flowing in as well. You've got Apple, Amazon, Google, Facebook, you've got the big tech companies taking advantage of the quality, student population that's we've been net exports of talent for years.

And now these big companies are coming to take advantage of that. The market dynamics are in our favor.

We're the only pure office development coming out of the ground, the rest of the new developments are life science or lab targeted buildings. Furthermore in the three adjacent sub markets of Del Mar Heights, UTC and Sorrento Mesa, approximately 3 million square feet of office product has been, or is being converted to lab.

So that's taking away competing inventory. So we think we're well positioned to take advantage of that.

The market demand continues to be strong for those big users, and there's not going to be much available product. That's the prediction for 2023 when we're delivering this building to the marketplace.

So we're confident we're going to do well in leasing that building.

Lydia, I hope that answers your question and please say hi to handle for us.

Yes, that's very helpful. Thank you.

And as a quick followup with office being the largest percent of ABR and NOI, are you at all worried about work from home and adding to your offices exposure at this time?

I think our strategy is to be in markets that are buoyant. I think if we were in markets that were not buoyant, I would really have more concerns than we do now.

But I think our strategy of having a top notch office in the best – in some of the best markets in the country will allow us to perform better than many of the markets that we have not performed as well, because growth has growth and we're in the path of growth.

Anybody want to add anything to that?

I think, he covered it well.

Yes. Okay.

It's a good question though. Everybody's asking what's going to happen if people return or don't return to office.

It will be different, but I think that well located office and the path of growth will do extremely well and that's our strategy.

Hi, thanks.

Good morning, Todd.

Good morning. First question I have is on the mixed use on the hotel and hotel retail.

Bob, I appreciate the color on June and it sounded like performance has continued into July. Can you just provide some additional detail around July and maybe talk about the outlook for August and September in terms of bookings and I guess the outlook for occupancy and rates?

Yes, good morning, Todd. In terms of the data points for July, we're still getting that in.

But what we can see is we can see the pent-up demand. We can see the pace of bookings that are generally we can see, we have a vision into about 90 days out.

So, July, August, September is the high season for the Embassy Suites hotel. So, it is seasonal.

So then it will generally go down a little bit in the fourth quarter and then pick up at the end of December. But for July, August, and September, we are expecting a similar, if not greater breakout at the Embassy that we've seen at just the last half of June.

Just as an additional color, if you recall, Todd, we use the pandemic downside to refresh the rooms, paint the exterior and deal with the spalling. So we're ready when the tourism market does recover and we expect a strong recovery.

Okay. And I guess, how should we think about the results in the quarter and I guess sort of thinking about what you're experiencing there relative to what you were expecting for 2021 or 2022, when we look at that NOI bridge that you've provided has the outlook for the mixed use asset changed as we've moved further into the year?

Well, on that bridge that we've shared with our investors and research analysts over the last year or so is that we tend to update that at the next conference or the next presentation. But basically my comment in there, Todd, was that if you look at the cash – total cash NOI and you just use that to as a run rate and you're about 238, and you can adjust that down for some non-recurring collections that occurred in the second quarter.

So even then, even after the adjustments to that, you're still significantly higher than our 2019 cash NOI that we ended with. So really all we're doing is say, hey, this, we are seeing the recovery.

We are now ahead of 2019, pre-COVID cash NOI. And from here, we expect to build upon that.

Bob's bridge has given me a great confidence in saying that we're going to come out of this better off than ever. So here we come.

[ph]

All right. And then on the – in the retail portfolio, I was wondering if you could comment on the negative leasing spreads in the quarter and talk about the outlook for leasing going forward.

Bob, you want to handle that?

No – he just went out for a cup of coffee. Got to the main room – Todd, your question was a little low of the negative lesions.

Can you hear that talk because he's quite a ways from the microphone?

Yes. I was just looking for a little bit of a detail on the negative leasing spreads in the retail segment during the quarter and if you could talk about?

Joining those numbers are as, because you're not buying that much Quiksilver these days. Quiksilver’s had some struggles out there at Beach Walk with us, so their lease was coming to an end and we were having troubles with them.

We replaced them with the First Hawaiian Bank until there was a drop in the beach rate between those, because those rates were done at a time when they were historically very high. And so, as we brought in the new kind of lease rates with First Hawaiian Bank, there was a drop there.

We also, I know, Beach Walk in the middle of Beach Walk where you had – that art gallery there, it was off the lender and historically a pretty high lease rate. And we had an opportunity to bring another quality gallery and to cover that space and a good market rate.

I don't remember exactly what it was, but that covered that whole, that would have been in our 50 yard line and reoccupied it. So unfortunately as least it has picked up and things have definitely gotten better, when you take out a couple key deals or lease rates, it can leave a mark.

I was surprised that the mark there left, but fortunately I think that's a temporary even just because of the two beach position is out.

Also to what Chris was saying, Todd is that when we replaced Quiksilver on the end cap of Kalakaua on Waikiki Beach Walk and Waikiki, the net impact to bring it in the bank was, less than $0.5 about that both. And the reason for that is because by replacing Quiksilver, we also terminated our – I think our, we terminated the sublease that we had with the bank at that point in time.

The sublease rent on that was $1.7 million a year. So that goes away.

So it's actually a win-win on that transaction.

Just from a macro point of view. We've always said that 75% of all the properties right are subject to a ground lease.

We had one ground lease about the sizes of the room, we're in now. Now a 100% of our property has, we have be simple and titled, so very high quality portfolio.

Okay. And, and just looking, looking ahead, are you expecting more roll downs within retail?

Or do you think you're through that? It sounds like in, retail just more broadly rents affirmed, firmed up and, fundamentals affirms up quite a bit.

Are you seeing that across your retail portfolio as well?

Yes. Todd, for the most part, things are starting to stabilize.

There's still going to be hit and miss there's still, there's still some categories that are still suffering as we're going through the turbulence of COVID, which unfortunately is not over, but looking out, we're in pretty good shape, but there's still going to be a little bit of turbulence. And, I know you've been to our Beach Walk property and get out there to lie, but it really isn't impressive, rebounds that we're seeing I'm pretty bullish.

I always say, as we sit in this new conference room and I look out on that freeway and I see it get more and more jammed, it was school coming back on and back to school is coming up. It's going to be very big order for retailers.

So I'm very bullish been around – a year ago.

All right. Thank you.

Thank you, Todd. Thanks for your interest.

Good morning, Craig.

Thank you. Good morning.

I was wondering when you think occupancy may return to 4Q, 2019 levels by the different sectors?

For which property you're talking about?

Retail for all property types. Yes.

Yes. Well, multi-family is going to be there.

It's almost there now as a matter of now. Yes.

It's one of our properties, which we're repositioning is a 100% leased rehab, the move ins, at Pacific Ridge, Portland your guests as good as mine, but things are getting better and not worse, which is the right direction. As far as office goes, we've never had a decline really in occupancy to speak up if anything, it's on the upswing.

We've had, some attrition over the last year and I can go into detail on that. But if you want so, looking from Q2, 2021 to, Q2, 2020, it was about 139,000 feet of attrition about 21,000 feet, our amenities spaces that will be absorbed if you will, in the next two quarters where we're taking spaces and adding amenities to buildings, but we've remeasured buildings as well.

We just remeasured two projects in our portfolio. One's growing by 26,000 feet and the other is growing by 11,000 feet, so that'll work itself out.

Some was just transitioned or strategic, but in terms of losing tenants, we had 23 tenants averaging 4,000 feet that let either downsize in place or left, about a third was related to COVID. But two-thirds was, what, I'll call cycle, it’s part of the office cycle.

So we had a big institutional financial firm at City Center Bellevue that had been a 4.5 for over 20 years. They renewed their lease at rents that were 65% higher on one floor, and they just gave back in June 9,400 foot suite on the 20 floor and we're actively touring that space right now.

And we think we're going to achieve the $65 rent versus a $39 ending rent. So these vacancies part of the business cycle provide opportunity to rents up further.

That's why you see our NOI continue to grow, even though we've had some attrition in square footage at least. So that's kind of the take on, it's been largely smaller tenants, we had another law firm, the two named partners decided to retire after four years.

The silver lining of that is they vacated 16,000 feet, we did a new 5,000 foot lease with their younger partners. So our portfolio is solid, we have great assets and we continue to generate increasing rents even through COVID and as I said in our remarks, I expect a debt absorption in our office portfolio moving forward, substantial debt absorption.

So we're bullish.

I think that strategy is going to produce substantial shareholder accretion to value. And that's our strategy.

In order to achieve these increased rents, we have improved the properties. And we manage the properties better, thanks to Steve's leadership.

So we're optimistic about our office and are putting our money where our – as they say in fringe. And Sullivan, do you want to answer something on retail?

I mean, it's a steady climb, but I can't say whether we're going to recover to where we were at Q4 2019, it could be a year out a year and a half, sometimes it's one step forward two steps back, three steps forward, one step back. It's going to revolve on consumer spending, which I think will be good, but it will get there.

Our retail properties are well positioned. Our management in spite of Chris is excellent.

And I say that in retail we’ll do as well as anybody because of a, the management and b, the locations. So if you look at the industry, we'll do as well as anybody in the industry and of course you know, as well as I, that there is a fair amount of uncertainty.

That's a great question, Craig.

Great. And then just maybe just a little more color.

Is there enough pent up demand on domestic travel to Hawaii to make up for Japan, which – it doesn't sounds like it could get really started until November or later. It sounds like, just given the short time of the reopening you've done so well.

I'm just wondering if you think there is enough domestic demand to compensate for the absence of Japan.

Well, that embassy suites has been a very pleasant surprise. During the COVID, it broke even, and that was so much better than all of us expected.

There has been a rebound now from domestic demand, but the way I described domestic demand, that's the cake. The icing on the cake is Asia.

And so as that unfolds, we will return to pre-COVID levels.

Yes. Let me add to that, Craig is that yes – to answer your question, yes, there is sufficient demand on U.S.

West and Canada to maintain a high 80% occupancy. Our strategy at the embassy is to keep it around 87%, 88% occupancy, and then we push rate.

And there is less, what I want to call it, it's less waring on the host, if you have 100% occupied, if you have something 100% occupied, whether it's a hotel or apartments, you're not charging enough. So we keep it at 88% for the most part and then push the rate.

But June was all U.S. West and I can see on our star report and I can see on our bookings 90 days out, that's where it continues to be.

Great. Thanks for the color guys.

Bye.

Thank you, Craig.

Again, thanks for your patience. We're glad to have the dividend back to where it was pre-COVID.

We wish we didn't have to go through this COVID and reduce the dividend. We're glad to have it back, we’re upset that we had to, but we thought that survival was – and conserving the cash was most important.

As you all know, we had a bond offering, which was 4.5 times oversubscribed, we now have substantial liquidity, we'll look forward to employing it in projects that will continue to increase our net asset value and shareholder wealth. Thank you for your confidence and we look forward to a great future.

Thank you.