Ladies and gentlemen, thank you for standing by, and welcome to the Q2 2020 American Assets Trust, Inc. Earnings Call. [Operator Instructions] After the speakers' presentation, there will be a question-and-answer session. [Operator Instructions] I would now like to hand the conference call to your speaker today, Mr. Adam Wyll. You may begin, sir.

Thank you. Good morning, everyone. Welcome to American Asset Trust, Inc. second quarter 2020 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 Investor 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. These statements are subject to risks, 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, which we undertake no duty to update. And with that, I'll turn the call over to Ernest Rady, our Chairman and CEO to begin the discussion of our second quarter 2020 results. Ernest?

Thank you, Adam. That was well done as always. These have been unprecedented times that I've never seen before in my lifetime. When COVID-19 began, I honestly didn't know how that it would be. We expect it to be catastrophic, but we just didn't know how bad it would be, now that the second quarter is behind us. I can tell you that it is not as catastrophic as our worst case projections. It still has been no fun. Office has performed extremely well, unless in the shining light in our portfolio, with high credit tenants in strong markets and that we would like to continue. Multifamily has also performed well better than we expected. Occupancy has been slightly lower, but collections have been strong in the mid '90s and we expect a meaningful uptick in occupancy in August 1, as a local private university takes possession of approximately 130 units and our San Diego multi-family portfolio, at good rents by a master lease that has recently been executed. Retail as expected has been very tough. Every deal, feels like a street fight in retail. We try to balance what is best for the company and its shareholders with how to maintain the long-term [Technical Difficulty] of these retail tenants that are so important to our shopping centers. We know that some are not going to make it. Of course, we are hopeful that most will make it. In that factor, we're hopeful that all will make it. We have a committee comprised of myself, Chris Sullivan and Adam Wyll that review every tenant requests. If a tenant ask for deferral, we ask for something from a tenant and return as well. Each one is a negotiation and we try to make sure that we're getting something fair in return…

Thanks, Ernest. From an operations perspective as coronavirus infection continue to increase in many of our markets. We remain hyper-focused on the safety and well-being of our personnel tenants and vendors, as 100% of our properties remain open and accessible by our tenants. We remain committed to ensuring full compliance with the ever-changing regulatory mandates from all levels of government, not to mention, staying in front of and working against proposed regulations that we think would do damage to our industry and economy. Like SB 939 in California, which did not pass. In the proposed repeal of Prop 13 for commercial properties in California, which we believe is essentially a targeted tax increase on business, which would ultimately be passed on to tenants and customers most of whom can absorb such increases and could lead to even more business failure. As Ernest mentioned, we continue to work with our tenants on rent deferments and other lease modifications to assist those tenants as best we can, whose business have been significantly impacted by COVID-19. We've also renegotiated or bid out most of our vendor contracts to meaningfully reduce operating expenses, many of such reductions on a long-term basis, all the while maintaining our best-in-class properties. And we've leverage the high unemployment rates in our markets to hire top caliber associates to fill open positions at AAT. Finally, we appreciate more than ever, the positive impact that ESG including fostering a culture of diversity and inclusion has on the strengthening of our business, our economy and our society. Particularly in light of current events, our focus on human capital and physical and mental wellbeing both within our company and in our communities, has never been stronger and represents the foundation that our culture was built on. For more insight on our ESG efforts please take a look at our recently published 2019 sustainability report, which can be found on the sustainability page of our website. With that, I'll turn the call over to Bob to discuss Q2 results and the impact from COVID-19. Bob?

Good morning, and thank you, Ernest and Adam. Last night, we reported second quarter 2020 FFO of $0.48 per share and net income attributable to common shareholders of $0.13 per share for the second quarter. Let's look at the results of the second quarter for each property segment. Our office property segment continues to perform well during these uncertain times. Office properties excluding our One Beach Street property located on the North Waterfront in San Francisco which is under redevelopment. We're at 96% occupancy at the end of the second quarter, an increase of approximately 3% from the prior year. More importantly, same-store cash NOI increased 16% in Q2 over the prior year, primarily from City Center Bellevue in Washington, Lloyd District Campus, Office Campus in Oregon and Torrey Reserve Campus here in San Diego. Our retail properties have not fared as well during the pandemic. Retail properties were at 95% occupancy at the end of the second quarter, a decrease of approximately 2% from the prior year. However, retail collections have been difficult during the pandemic, as reflected in our negative same-store cash NOI. Additionally, due to COVID-19, we have taken reserve for bad debts against the outstanding retail accounts receivable and straight-line rents receivable at the end of the second quarter of approximately 14% and 7% respectively. From a dollar perspective, this translates into approximately $2 million and $1.4 million respectively, for a total of $3.4 million reserve related to our retail sector, which is approximately $0.045 of FFO. We intend to continue evaluating and potentially revising these reserves each quarter as we monitor the ever-changing viability and solvency of each of our retail tenants. Our multifamily properties we're at an 85% occupancy at the end of the second quarter, a decrease of approximately 8% from the prior…

Thank you, Bob. At the end of the second quarter, net of One Beach, which is under redevelopments. Our office portfolio stood at approximately 96% leased, with approximately 6% expiring through the end of 2021. We were fortunate to renew the IRS and veterans benefits administration leases early in 2020, the First & Main in Portland in a total of 131,000 feet at start rates nearly 20% above the rates of exploration. Given the quality of our assets and the strength of the markets in which they are located with technology and life science as key market drivers. We continue to execute new and renewal leases at favorable run rates delivering continued NOI growth. With leases already signed, we have locked in approximately $29.6 million of NOI growth comprised of $6 million in 2020, $14 million in 2021 and $9.6 million in 2022 in our office segment. We anticipate significant additional NOI growth in 2022 through the redevelopment and leasing of One Beach Street in San Francisco and 710 Oregon Square in the Lloyd submarket Portland, along with the repositioning of two buildings at Torrey Reserve in the Del Mar Heights submarket of San Diego. In addition, we can grow our Office portfolio by up to 768,000 rentable square feet or 22% on sites we already owned by building Tower 3 at La Jolla Commons, which is 213,000 feet and Blocks 90 and 103 at Oregon Square totaling up to 555,000 square feet. Tower 3 at La Jolla Commons is into the city of San Diego for permits and we continue evaluating market condition, prospective tenant interest and hopefully decrease in construction costs, leading to are upcoming commencing construction. Next, schematic design has completed for Blocks 90 and 103 at Oregon Square with design development of 50% complete. We are scheduled for our first hearing with the design review committee in Portland on August 20. We currently have two active request for proposals from prospective tenants for Blocks 90 and 103 totaling 422,000 square feet, but again we will be evaluating market conditions, tenant interest and construction cost prior to commencing construction. We have a stable office portfolio with little near term rollover, significant built in NOI growth and additional upside through repositioning redevelopment within our existing portfolio plus substantial new development on sites we already own. Operator, I'll now turn the call over to you for questions.

Very good, Steve. Thanks.

[Operator Instructions] Our first question comes from Richard Hill with Morgan Stanley.

Hey. You got -- you got Ron Kamdem on the line for Richard. Just a couple --

We can tell Richard, we're glad to have you, Ron. So, welcome.

That's the right. Just a couple, couple of quick ones from me. The first is, just going back to sort of the reserves taken on the uncollected rents in the retail portfolio. I guess, the question is trying to get an understanding of how much conservatism is baked into that and how confident do you feel that there is not, maybe more reserves coming down the line as sort of the pandemic unfold? So trying to get a sense of the conservatism in the numbers that you guys took.

Yes. Ron, thanks for the question. We record those reserves in accordance with generally accepted accounting principles. And under that there is a section called 842. And what it says is that we have to be 75% confident that we're going to receive 95% of the cash flows. And in layman's terms, what we look at it is, is a tenant going to survive or not survive. And so we have a group of about eight people, including Adam who is involved with the leases, Chris Sullivan, heads up our Retail, our Controller, it's a whole team effort. And what we do is, we try to be -- we're not trying to be aggressive at all. What we're trying to do is be conservative and -- but in this pandemic, it changes daily. And what we do is, we continue to evaluate that on a month-to-month basis and as new developments happen, we'll -- with the reserves increase over time, as a pandemic continues to linger there will probably be more fallout. And as a result we'll probably have to add to reserves. But at this point in time, I feel that those reserves that we've put on the books are adequately represented on a conservative basis.

Our strategy has always been to try and overpromise, underpromise our overdeliver. And there is no pressure to have those reserves less than they are to be. And so, as Bob says that committee has looked at it carefully and that's our best bet under these present circumstances, Ron, and thank you for asking.

Just a couple more quick ones. Just on the dividend, I think you decided to raise in 3Q about $0.05. I think you cited just better, better rent collections. I'm just trying to get a little more color on what went into that decision because it feels like maybe the Board, think that the worst is behind them and you feel like you sort of have a handle on the pandemic and the fallout to be able to sort of do that. So what went into that decision? What gave you confidence to boost? And how should we think about that going forward?

No. As I said earlier, Ron, going into this pandemic. Frankly I was close to panic because I've never seen circumstances like this and I thought that we are in for a catastrophic situation. The situation has not been as bad as our worst case thoughts led us to. And so when we presented to the Board, a quarter ago to cut from $0.30 to $0.20 we took into account our view of the unknowns that we were facing. But as we've come face to face with those unknowns while they been very upsetting and very difficult, they haven't been as catastrophic as we expected. So we suggested to the Board that they look at this with a more balanced approach and rather the catastrophic approach that we had suggested at the last quarter. And so we would, we paid the cutting dividend if you want to know the truth. We would love to have maintain the dividend at the same level we have since we went public and increase it as we have over the 11 or 12 years since we've been public. That is just not in the cards given the circumstances that we're presently facing. And we'll just have to see how it unfolds. The Board will make a decision quarter-by-quarter, but I would think that based on the projections we have now and the field we have in the marketplace that the $0.25 should be able to be continued. And with any good luck hopefully, we'll get back to where we'd like to be, which is the same dividend as in prior years and even a small increase, if at all possible feasible.

And then my last one, if I may. I think one of the questions we're getting the most on the desk is just about sort of work from home and the implications, right. And when they think about your portfolio and just a great amount of demand, the tenants and I think the numbers a sort of shown that. The question is really, what's the possibility of sort of the office market turning into haves and have-nots, right? When you think about some of maybe the older stock out there compared to sort of your, your sort of Class A stuff? Is there, what's the possibility maybe those assets being just before so impacted from work-from-home? And what are you hearing on from tenants on the work from home front. What sort of thinking do you face? Thank you.

Well, I think when this started everybody said well, who needs office. But I'd tell you as somebody who is involved in business on a day-to-date basis. We miss people coming into the office and all the result, good results that flow from that, the idea flow, the training. And so I know the theory is, you don't need office. The practice is office is a valuable a way to operate the business and I'm looking forward to people coming back. How this is all going to come about? I don't know, but I have confidence that the office portfolio we have in the high quality, high-growth markets where there is innovation and job creation. We will have a market for our office and I hopefully even a growing market. That's my best guess I mean, I don't know what the answer is, but if you probably hear from lots of people if they, If it was New York City, I would be more frightened. [Indecipherable] West Coast markets are very vibrant, and I think we have a good future with the portfolio we have.

Our next question comes from Todd Thomas with KeyBanc Capital Markets.

Just first question, I guess, following up on that, just wondering if you had any update specifically from Google, regarding their plan to move in and occupancy at Landmark just given their latest announcement about not bringing back employees until at least the summer of '21.

Jerry Gammieri is going to answer that. He is in constant contact with them and we'll update you. Yeah. And thanks for the question, Todd.

Yes. Good morning, Todd. So, at our landmark project in San Francisco in March, we basically stopped construction at that point. And at that point we had two of the seven floors completed. They have remobilized this week and they are proceeding with the work on during the break, I'll call it. There was a lot of discussion about what they would do with the space whether they would reprogram, whether they would change their layout or their floor plan. The decision has been made to proceed with the plans as originally contemplated. So they are moving ahead, full steam now starting again this week and expecting to complete somewhere around the first quarter of '21.

Okay. And then Ernest, I appreciate your perspective sort of longer term, but curious in the interim here, as you're moving forward with a number of leasing initiatives in the office segment. Are you seeing any, any changes in demand across your markets, any changes in conversations with tenants about how they're thinking about office space rents or their decision and sort of willingness to sign leases today?

I'll tell you, unless somebody's dead, dumb and deaf, they're thinking about the circumstances that they're operating under now, but Steve Center is in constant contact with the agents and the prospective tenants and you probably best able to handle that, Steve.

Yeah. We're seeing tenants proceed with their plans. One example is Smartsheet just recently signing a deal to accelerate taking two additional floors at City Center Bellevue by 14 months. As Jerry pointed out Google, they are proceeding with their plans. It's not a matter of, and they're moving back in, it's a matter of when. And what I liked about the message from Jerry is that they're going with the design that they previously come up with pre-COVID. So that's a, it indicates me if that's a believe that we're going to return to some semblance of normal and get back to business. And so we've got two deals we're in discussions with in Portland for 2023 deliveries. And those are businesses looking through the noise and looking into the future and they've got to grow, and they need a home for all those employees. So far so good, especially with our technology and life science companies.

Okay. And then shifting over to the multifamily segment, the occupancy decline there was a little bit greater than we expected, but it seems like occupancy is going to get a boost with the master lease at Pacific Ridge. What's the term of that master lease? And is the master lease representative of market rents and then when that kicks in on August 1, where would you expect multifamily occupancy to be?

Well, if the master leases for two projects along as Loma Palisades and Pacific Ridge. And Abigail, why don't you take that. Abigail and Adam did a great job in negotiating this transaction.

Sure. Good morning. So that master lease agreement will span between Loma Palisades and Pacific Ridge and consist of about 130 units. A little bit above market rate, because it's an all-inclusive rental rate package for the university that will be for a 10-month term starting August 1 and then go through May 31 of 2021. Excuse me, and we anticipate that come August when all of the move-ins take place not only in addition to this master lease but with other renters as well. We'll probably be back to the low to mid '90s, as Bob mentioned earlier.

But one thing that you have to consider is that the government's now are extending the terms that tenants have to pay the rent with this lease it's collectible and that's a huge difference. So in addition to the rates being acceptable and perhaps even a bit more than acceptable. The quality of the payment is assured and that's a big deal in this crazy market.

Okay. All right. Great. Thank you.

Thank you, Todd. Thanks for your interest.

Our next question comes from Craig Schmidt with Bank of America.

Good morning, Craig.

Good morning to you. I was just wondering what you're seeing regarding the California efforts to roll back reopenings on the retail real estate, whether in terms of impact to traffic or possible impact on rent collection?

Chris, you want to handle. Yes. I mean, this thing changes day by day. So maybe you have a view that you can to share.

The largest impact that came back, as you remember right after Memorial Day that restaurants were allowed to start reopening inside, That only last for a couple of weeks or so depending on what county you are in. And then when they shutdown restaurants to operate inside dining that really threw a wrench in the system. So as you drive around your own town and where you are, you can see the restaurateurs have to try sidewalk dining or patios if they had. And unfortunately, when that lowered the occupancy so much that they're all fighting just to cover their cost and keep their remaining chefs and some staff on. So that really threw a monkey wrench into it. This is most of our shopping center guys have we might have 10% to 15% foodservice in your properties. The other piece is that really hurt was all of the salons -- nail salons and quite a bit of the service providers that were no longer able to have folks come inside, get a haircut or have their nails done. So it's the constant little chipping away that has certainly had an effect on retail, so that's the biggest piece I've seen besides all the other problems of the tourism and the rest of it, the whole country and world spacing.

Thanks, Chris. Thank you, Craig. Any more questions, Craig.

I guess, I know that in terms of university housing for the students, they're changing the densities that they are allowing, is that having any impact positive or negative on you, in terms of your multifamily leasing?

Yes. I think that was the genesis for the lease that we signed with the local university as they were dedensifying, if that's a word, their dorms and they needed more space. Unfortunately that lease expires just at the heavy rental season. So we'll have a better opportunity to fill those leases up. Hopefully when the market is more normal, there is a vaccine that world has returned to normal and our properties, we will have the opportunity to fill them up again. But in the meantime, it's a great stop beyond measure collectible.

Thank you. And I'm not showing any further questions at this time, I'd like to turn the call back over to Chairman, Ernest Rady for concluding remarks.

Again to sum it all up, this is a very difficult time. American Assets Trust has great properties, a great team and liquidity. It's certain that we will see the other side of this pandemic and we will come out of this, at least as good as we were coming into this and hopefully better with all of the opportunities that are available to us. So thank you all for your interest and we hope to talk to you 90 days from now.

Ladies and gentlemen, that concludes today's presentation. You may now disconnect and have a wonderful day.