Good day ladies and gentlemen, and welcome to the Third Quarter 2018 American Assets Trust Incorporated Earnings Conference Call. At this time, all participants are in a listen only mode. Later we will conduct a question-and-answer session and instructions will be given at that time. [Operator Instructions] As a reminder, this conference call may be recorded. I would now like to turn the conference over to Adam Wyll, Senior Vice President and General Counsel. You may begin.

Good morning. I'd like to thank everyone for joining us today for American Assets Trust 2018 Third Quarter Earnings Conference Call. Joining me on the call are Ernest Rady and Bob Barton. These and other members of our management team are available to take your questions at the conclusion of our prepared remarks. For 2018 third quarter supplemental disclosure package provides a significant amount of valuable information with respect to the company's operating and financial performance. The document is currently available on our Web site. Certain matters discussed on this call may be deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include any annualized or projected information as well as statements referring to expected or anticipated events or results. Although, we believe the expectations reflected in such forward-looking statements are based on reasonable assumptions, our future operations and our actual performance may differ materially from the information contained in our forward-looking statements. We can give no assurance that these expectations will be attained. Risks inherent in these assumptions include, but are not limited to, future economic conditions, including interest rates, real estate conditions and the risks and cost of constructions. Earnings release and supplemental reporting package that we issued yesterday and our annual report filed on Form 10-K and our other financial disclosure documents provide a more in-depth discussion of risk factors that may affect our financial conditions and results of operations. Additionally, this call will contain non-GAAP financial information, including funds from operations, or FFO; earnings before interest, taxes, depreciation and amortization, or EBITDA; and net operating income, or NOI. American Assets is providing this information as a supplement to information prepared in accordance with generally accepted accounting principles. Explanations of such non-GAAP items and reconciliations to net income are contained in the company's supplemental operating and financial data for the second quarter of 2018 furnished to the Securities and Exchange Commission and this information is available on the company's Web site at www.americanassetstrust.com. I'll now turn the call over to our Chairman, President and CEO, Ernest Rady, to begin our discussion of third quarter results. Ernest?

Thanks, Adam, and good morning everyone and welcome. Thank you for joining American Assets Trust third quarter 2018 earnings call. We continue to make good progress on all fronts as we continue to focus our efforts on earnings growth combined with growth in net asset value for our stockholders. The company's Board of Directors has declared a dividend on its common stock of $0.28 per share for the quarterly period ended December 31, 2018, which is approximately a 4% increase over the prior quarterly dividend. The dividend will be paid on December 27, 2018 to stockholders of record December 30, 2018. I'm going to keep my introductory comments short since Bob is going to introduce our 2019 guidance, which will focus on the [billion stream] [ph] of our very high quality coastal West Coast high barrier to entry portfolio. Again, on behalf of all of us of America Assets Trust, we thank for your confidence and allowing us to manage your company and we look forward to your continued support. And now, I will turn it over to Bob Barton, our Executive Vice President and CFO. Bob, take it away please.

Good morning and thank you, Ernest. Last night we reported third quarter 2018 FFO of $0.53 per share and net income attributable to common stockholders of $0.22 per share for the third quarter. Third quarter results are primarily comprised of five highlights which are as follows. Number one, FFO exceeded consensus by approximately $0.03 in Q3 primarily from A) Approximately $0.01 from retail, B) Approximately $0.01 from office and C) Approximately $0.01 from multi-family. Number two, our cash basis releasing spreads for retail were approximately 18% in Q3 and 10% for the trailing 4 quarters. For office, cash basis releasing spreads were approximately 11% in Q3 and 12% for the trailing 4 quarters. Straight-line basis releasing spreads are even higher. Number three, we increased the 2018 guidance by $0.01 at the midpoint as a result of Q3 results and our expectations for Q4. Number four, as Ernest mentioned, we've increased the quarterly dividend by a $0.01 per share beginning on December 27, 2018 to stockholders of record as of December 30, 2018 approximately a 4% increase. And number five, 2019 guidance range midpoint of $2.16 is approximately a 3% increase over the revised 2018 guidance midpoint. However, excluding 2018 non-recurring termination fees of approximately $3.9 million in the second quarter, the 2019 guidance midpoint would be approximately a 6% increase over 2018 at the revised midpoint. Let's take a deeper dive into the details behind these highlights. Our retail portfolio ended the quarter at 98.5% leased, combined with the highest annualized base rents amongst our peers. On a year-over-year basis, our retail occupancy was up approximately 154 basis points from the third quarter of 2017 leaving approximately 44,600 square feet vacant in our 3 million plus square foot retail portfolio. Our office portfolio ended the quarter at approximately 91.4% lease,…

Thank you. [Operator Instructions] Our first question comes from the line of Craig Schmidt of Bank of America. Your line is now open.

Thank you. Hey, what is some of the bigger challenges for leasing up Torrey Point? I saw that you plan to make some progress in '19, but just wondering what are the challenges?

First of all, the area itself has one of the highest vacancy rates in San Diego County for office space. Second of all, that's probably the best building or I believe the best building with the best location, the best views in that market. So it's been a little slow, it's been slower than we'd like, the building is still well received and it's becoming a very visible landmark from the freeway, and it's just taken longer than we thought because frankly, we're asking rents probably close to the top of the market. But it's a special building and we want special rents. And by the way, while I've got you, I want to compliment Bob on his transparency and the way he -- what he presented, this is why, Forbes Magazine recognizes as one of the most trusted institutions. So, Bob, thank you. Good job. Craig, anything else?

When will be the Kmart repurposing at Waikele start to hit your summary of development, and do you have a rough sense of what the total cost of that repurposing is?

We don't have an estimate of the total cost and it is an ongoing jigsaw puzzle to put it together and Chris is doing a great job to handling it, do you want to add something that Chris?

Yes, Craig. We're actively working with numerous retailers, kind of as I refer to as the usual suspects on trying to land them on their seats out there. So, it's taking a little more time than we'd thought, we all know the retail environment is a little more choppy than it was several years ago, but on a time and I couldn't really give you a solid sense of time and I think we're looking at probably 2020, I think…

Yes, Craig. In our guidance, what our assumption is that this will be -- the redevelopment subject to the leasing that Chris is working on, we should expect to be finished late in the fourth quarter of 2020.

Great.

Everything just seems to take longer than you'd like and that particularly in Hawaii. So, it's something we have to deal with, but it's still half-a-mile of frontage on the H1 and 43 acres, I think it's a great piece of property. And also when we are under construction with the same way TI, out there that backfill the sports storage space.

Okay. Thank you.

Thank you, Craig. Thanks for your interest.

Thank you. Our next question comes from the line of Todd Thomas of KeyBanc Capital Markets. Your line is now open.

Hi, good morning guys. This is Drew on for Todd. Hey, Bob, it's Drew. Just wanted to see, Bob, thanks for the detail, but could you run through what's going on at Landmark with Salesforce and what exactly is in your guidance and what your expectations are for new rents there and the arrangement that you might have with Salesforce, just a little more granular detail there would be great.

Drew, let me handle that, it's Ernest. We're not in a position to comment on that. It's a great building. We love the building. We hate to see Salesforce go. We think there is a lot of interest, it's more likely than not that we will be able to be successful in releasing it, but we're not in a position to make any more detailed comment, but I do appreciate the question.

Okay, understood. And then, it sounds like from your prepared remarks that things are going well at Pacific Ridge. Is there any way that you could talk about what you think is left to be done and what -- if you could quantify that in any way, that would be great.

Pacific Ridge is a great property, but it's really three properties; it's view -- properties overlooking the ocean. It's a great property for the adjoining students at USD and then there is the part of the property that is available to community as a whole. It's now stabilized and we've improved the operations dramatically and now we're going to explore how successful we can be and maximizing the revenue from that. So we're happy with where we are and we're looking forward to where we are going.

Got it. All right. Thank you, guys. Appreciate it.

Thank you, Drew.

Thank you. Our next question comes from the line of Rich Hill of Morgan Stanley. Your line is now open.

Hey guys, good morning out in San Diego.

Good morning, Rich.

Wanted to drill down into guidance, both full year 2018, and then, maybe 2019 a little bit more. And by the way, kudos on a good quarter. I was a little bit surprised to see your guidance increase, maybe not a little bit higher, and I think back to the last quarter when you had a fair amount of lease termination income and then you handily beat your own guide this quarter. So where is that money going in and how should we think about the fourth quarter because it seems like if I'm doing my math right or maybe implying $0.47 or $0.48 a share of FFO in 4Q, is that right?

Yes. That's the difference that gets you to $2.10 I believe, and that's where we should be coming. That's our expectation, the $2.10 mid-point. We feel comfortable on that for a midpoint for guidance. I mean, if you think about -- we did guide on the last earnings call to -- I think it was $0.50, and if you remember, we were at $0.58 in Q2, the termination fees we deducted which was $0.05, Kmart was another $0.02 we deducted and we had other items and got you down to $0.50, that's where we believe we would end up in Q3. And we were happy to see that we gained on -- through our operations a retail office and multifamily, we increased $0.01 in each of those sectors. So, we ended up at $0.53. And as a result, we've increased our guidance to $2.10.

Okay. All right. Well, I look forward to another beat next quarter, then. Hey, Ernest, I wanted to come back and talk about Salesforce and may be ask the question, maybe a little bit differently. If I heard you correctly, in your prepared remarks, you did increase your guidance for Salesforce, and if I go back and look at your prior presentations, it looks like maybe you're assuming $75 to $80 a square foot for releasing of Salesforce. So I'm not asking for any leasing updates, but I want to make sure those numbers are correct, number one. And then number two, if I'm thinking about this correctly, is it fair to think that there's some upside from that $75 to $80 a square foot in leasing, that seems sort of conservative relative to market rates.

We hope we are conservative. We certainly work at it because we want under-promise and over-deliver. And I think Bob did put something in this guidance for that. And perhaps you can explain, Bob, how you arrived at that number.

Yes, we have -- we mentioned that we've included in our straight line, well, let me back up, in our 2019 guidance, we included, I believe I said $0.19 of straight-line rents coming in in 2019. And of that $0.19, approximately 8% relates to the Landmark. We know that the in-place rents are probably $57 to $60. And you can make your own assumption in terms of where the rents are. We picked up some of that based on the natural expiration on June 30th, I believe of Salesforce.com, our existing tenant. So, we've captured some upside in those numbers for 2019.

Just to round out the discussion, as soon as we know exactly where we're going, we are going to let everybody know because it's important to us and important to our investors, but any comment at the moment would be more speculative than we would like to be in our presentation, but I do appreciate your interest.

Got it, Ernest. Thanks, guys and congrats on another good quarter. Look forward to chatting with you next quarter.

Thanks for your interest.

Thank you, Rich.

Thank you. Our next question comes from the line of Haendel St. Juste of Mizuho. Your line is now open.

Good morning, Haendel.

Hey, good morning out there.

Good morning.

Lots of detail in your remarks there, so I appreciate that. Just one or two for me here, then. I see you just have one Sears box in your portfolio, I think at Carmel Mountain Plaza, curious what you’re thinking there is? I understand, I think you on the dirt Sears went to the box, but just how you're thinking about that space and maybe timing or plans to get hold of, I mean, what's your thinking.

You know, Haendel, Chris can handle this, but the person who owns the company -- who owns the improvements, exercise their options to renew. So we're not quite sure where we are going or where they're going, you want to add something to that, Chris?

Yes. Hi, Haendel. As you know, Lexington owns, there is the tenant on that ground lease there. So, Sears' lease burns off at the end of this year, and [Nordstrom] [ph] to make those rental payments. We'll see what happens. I think that there's probably a day when we could potentially acquire that building at a reasonable price, but we're just going to have to wait it out.

Hi Haendel, let me add something to that, if you recall back in 2010, 2011, we acquired the Mervyns building in that same shopping center. And -- when it went bankrupt. And what we did is, we divided that, demised that into two separate buildings, which we released a Saks Off Fifth and Nordstrom Rack. We also increased the parking field by adding a Jared Jewelers and a Verizon building. So that market is a special market and the demographics are strong, we would love to get the building back and we just got to kind of play that out.

Okay. So for now, what’s, I guess consumed in your guidance, it is just a continuation of some rent from someone?

Right. And just to reconfirm, we have no contractual relationship with Sears or Kmart in any of our properties.

Understood, understood. Okay. And then, I guess more broadly, a question on labor inflation, availability of labor, any impact on your redev projects? Now we've talked about it in the past, just curious if any more pressure on yields of what's in your current pipeline? Any color on that would be appreciated. Thanks.

No. I could answer the question but you would you accuse me of being too negative and a complainer. So I don't want to be that, so I'll let Jerry who can give you the real goods. This is Jerry Gammieri, who heads our construction.

Yes. Haendel, we are still experiencing strain in the construction market for labor and materials, but we're allotting adequate time for our build-outs and everything else to make it happen. And we're leveraging our relationships with different builders and suppliers, but it is a challenging time right now.

Jerry does a great job on it and he is the only person who gets to the office ahead of me because he got so much to do. I got you second this time, because I got my car washed.

Smart man, Jerry. Thank you, guys.

Thank you, Haendel for your interest.

Thank you. Our next question comes from the line of Mitch Germain of JMP Securities. Your line is now open.

At least you got the cleanest car in the office.

I better, I paid $8 running it through the car wash.

Exactly. I want to ask that question about some of the Landmark and some of the other leases that -- Bob, you pointed out, I think it was around $0.20 of straight-line revenues. I guess I'm curious, how much of that $0.20 is basically locked in place as of today?

I would say a good portion of that, I'd say probably 70% of it.

And the one that -- and the portion that's not is really the Landmark, is that the way to think about it?

Yes. I mean at City Center Bellevue, it's the remaining straight-line rent from the leases that we've done up there, I mean, we're 97% leased, so that will tail off. Lloyd Center, you have the straight line rent related to Genentech that's replacing FamilyCare and so you have probably eight months -- you got a good portion of 2019 that's abated even though the FFO will start earlier in the year.

Understood. That's very helpful. I think there was some term fees this quarter, I noticed in the same-store. I don't think it was a real needle mover, but was there anything that we should be pointing out?

No. It's nothing significant. I mean, we picked up 200,000 or less of term fees from Aaron Brothers but that's it. I mean, we only had two Aaron Brothers in our portfolio.

Got you. And then last question, I know that the long-term strategy to take is basically shave at least a turn from debt to EBITDA. In your mind, Bob, kind of what's the strategy to get there? Is it really just the commencement of these leases and the increase in rents in i.e., EBITDA or is there a plan to also take leverage down a bit?

Well, we're looking at all fronts. I mean, that's an ongoing discussion, Ernest and I have and Adam and our Board. And our focus, we understand it and we get it that you need, as a public company, you need to keep your leverage low. And you get paid for the low leverage in the form of a multiple. But at the same time, we just think from a risk standpoint, it's important to keep your leverage down. Having said that, what's the quickest way to get that down, you could take a slug of equity, which makes no sense whatsoever in today's marketplace. You can increase your EBITDA and we think that Landmark, regardless of which tenant is interested in leasing the Salesforce space down the road during their natural expiration, we think we can have at least a 10% increase in our EBITDA and that's -- over time. So, we think there's ways to do that and we think the growth of some of these leases, I mean, you look at City Center Bellevue that starts coming online after the abatements during 2018. Every one of those leases were at higher rents, the market has strengthened up there. So, if you look around our portfolio, we think that EBITDA over time is going to increase and so that'll be another way to get it down.

Bob is a very strong advocate for getting that ratio in line, I can tell you.

Understood, and I actually had one more question. Who else is in the Landmark asset other than Salesforce?

We have both Autodesk and Salesforce, the two primary tenants in that building.

Great. That’s what I wasn't sure. Thank you so much, guys.

Thank you, Mitch.

Mitch, you should be a lawyer. You asked really good questions.

Thank you. Our next question comes from the line of Michael Carroll of RBC Capital Markets. Your line is now open.

Good morning.

Yes, good morning. Thanks. I actually wanted to touch on the base of what you're including from Landmark in guidance. And I think Bob, you kind of referenced it's about $0.08 of accretion, now does that really to adjust the tranche from Salesforce that's expiring this year or is it related to all three tranches?

This is me speaking on behalf of Bob, I'm his attorney. We're just reluctant to discuss it if you want to know. There's too much going on, but we also understand that our responsibility, but when that information becomes available, we make it available to everybody as promptly as possible. But at the moment, we just assume not discuss that in any more detail than we've already discussed it.

Okay, good, that's fair enough. And then related to the multifamily portfolio, I know there was a little bit of a drop in occupancy in the third quarter related to some deployments in San Diego. How quickly does that usually come back online and can you talk a little bit about that recovery in occupancy?

Well, Abigail is responsible and she's sitting here. And she hasn't had to say anything until now. So let's see if she earns her cup of coffee this morning. Abigail, how soon do you think that will be occupied?

Good morning. So those occupancies have picked up here in the latter part of September and moving into October. So we usually look at about a 30-day recovery from deployment.

The ships go out, ships come in, but there's always ships and then that's a portion of the occupancy in those properties.

Abigail, has the occupancy increased since September 30?

It has. So, portfolio-wide we're sitting just at about 95.5% occupied and these lease percentage is just slightly higher, so actually picked up.

She did a good job answering that. From here on in, we're going to have to ask her more questions.

Thank you. And that is all the questions, I'm showing at this time. I'd like to hand the call back over to Ernest Rady for any closing remarks.

Okay. Well, Jerry brought up the fact that inflation is such a factor in construction that I think this bodes well for their portfolio in the long-run because the replacement cost of all these properties is higher. And they are irreplaceable in terms of their locations. The most frustrating part of our business is the price of the stock, it just never seems to reflect the value of the portfolio and the excellent performance that we are able to produce. But given that we are grateful for our stockholders, we're grateful for all your interest and we're very grateful for the great portfolio we have. And we hope to continue to perform. On all our behalf, thank you for your interest.

Ladies and gentlemen, thank you for participating in today's conference. That does conclude today's program. You may all disconnect. Everyone, have a great day.