Ladies and gentlemen, thank you for standing by, and welcome to the Third Quarter 2020 American Assets Trust, Inc. Earnings Conference Call. At this time, all participants are in a listen only mode. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Adam Wyll, Executive Vice President and Chief Operating Officer. Please go ahead, sir.

Thank you. Good morning, everyone. Welcome to American Asset Trust third 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, for a number of reasons including uncertainty related to the scope, severity and duration of the COVID-19 pandemic, the actions taken to contain the pandemic or mitigate its impact and the direct and indirect economic impact effect of the pandemic and containment measures on us and our tenants. And with that, I'll turn the call over to Ernest Rady, our Chairman and CEO to begin the discussion of our third quarter 2020 results. Ernest?

Thank you, Adam. Good job. First and foremost, I would like to wish all of our stakeholders and their loved ones continued health and safety during these truly unprecedented times. We remain optimistic that a vaccine will be forthcoming over the next six to nine months. And trust me; I'm going to be one of the first in line. But nevertheless, we are prepared to endure a prolonged pandemic with our solid balance sheet, world class properties and tenants and incredibly dedicated and competent employees. Fortunately now, the second and third quarters are behind us. And I can tell you that our operations and financial results were nowhere near as catastrophic as my worst case projections that we modeled in April 2020. As most of you know, for many years, many outsiders believed our asset diversification was perceived negatively, relative to many of our best in class peers. However, we now know that our ownership of a combination of irreplaceable office, multifamily, retail and mixed use properties, as opposed to a single asset class provided us with much needed stability and protection from the risk associated with the changes in economic conditions of a particular market, industry or even economy such as those changes created by COVID-19. We have constantly defended our asset class diversity to stockholders and naysayer, but not anymore. And thanks in large to our asset diversification. I wanted to mention that the Board of Directors has approved the quarterly dividend of $0.25 for the third quarter, which is supported by our rent collections in that third quarter. Could we have declared a larger dividend? Yes, probably. And I would have benefited more than anyone. But as fiduciaries store stockholders, and its staunch defenders of our balance sheet, we felt it's most prudent to remain conservative on our dividend until there is more valid visibility into a vaccine and economic recovery. In any case, a year or so from now, once there is a vaccine, we expect to look back and hope that this will be nothing but a bad memory. Adam, Bob and Steve will go into more detail on our various asset segments and financial results. And I will be available for any questions you may have at the conclusion of the prepared marks. I'm now going to turn this call back over to Adam.

Thanks Ernest. One of our primary focuses over the past quarter has been collections in our retail segment; we were pleased to have made meaningful progress on that front where we began the pandemic initially collecting approximately 40% of retail rents in April, to collecting approximately 80% of retail rents in the third quarter, a number that we expect to get better. No doubt this was in large part due to the tireless work of our in-house collection team comprised of our property managers, lease administrators, legal staff and direct engagement by our executives with retailers. And they'll remain sensitive and at times accommodating to the financial challenges of certain impacted tenants. We have certainly taken a more aggressive position with better capitalized tenants. Knowing the high quality of our underlying real estate and the clear rights we have embedded in our leases. We expect those tenants to adhere to their contractual obligations, and we continue to refuse to agree to deals that are not in the best interest of our company and our shareholders. As such, we expect our third quarter collections to improve further as we continue our efforts. And in fact, we know more significant checks and wires are currently in transit from tenants on account of third quarter collections. Our most notable collection challenges in the retail segment remain with our movie theaters, gyms and apparel stores, as well as many of our retailers at Waikiki Beach Walk, which until mid-October had no income in tourism to sustain meaningful revenue for our tenants. It is likely going to take several more months or quarters for us to have better visibility in recovery by these more challenged tenants. That said, our focus continues to prioritize long term strategic growth over the short term. So we've entered into…

Good morning, and thank you, Ernest and Adam. Last night, we reported third quarter 2020 FFO $0.44 per share and net income attributable to common stockholders of $0.08 per share for the third quarter. Let me begin with my perspective that I am optimistic with the overall performance of this portfolio. Even in light of the pandemic we are all going through. We too are feeling the bumps along the road like everyone else in our sectors. What makes me optimistic about our portfolio, and its future is the following. Number one, our collections of monthly recurring billings continue to improve in Q3 over Q2 with total collections of approximately 89% in Q3, versus 83% in Q2. Number two, we believe we have ample liquidity to weather the storm that we are going through. We prepared for the worst case scenario by modeling a $50 million quarterly burn rate at the beginning of this pandemic, not knowing what we were going into. And in Q2, our actual burn rate was approximately $6 million. In Q3, we ended up with a cash surplus of approximately $9 million. And this is after the operating capital expenditures and the dividend. We started Q3 with approximately $146 million of cash on the balance sheet and ended Q3 with approximately $155 million of cash on the balance sheet, primarily as a result of increased cash NOI quarter-over-quarter due to our successful collection efforts outlined earlier by Adam. Number three, we have additional liquidity of $250 million available on our line of credit combined with an entire portfolio of unencumbered properties with the exception of our only mortgage which is on City Center Bellevue. Number four, we believe we have embedded growth and cash flow in our office portfolio with approximately $30 plus million of growth…

Thanks Bob. As Bob said earlier, at the end of the third quarter net of One Beach, which is under redevelopment, our office portfolio stood at over 96% leased with just under 6% expiring through the end of 2021. 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 rental rates, delivering continued NOI growth in our office segment. The weighted average base rent increase for our nine renewals completed during the quarter was 6.7%. And it's also as Bob pointed out earlier, with leases already signed we have locked in approximately $30 million of NOI growth in our office segment priced at approximately $6 million in 2020, $14 million in 2021 and $10 million in 2022. We anticipate significant additional NOI growth in 2022 and 2023 through the redevelopment of leasing of 102,000 square feet at One Beach Street in San Francisco, and 33,000 square feet at 1110 Oregon Square in the Lloyd sub market of Portland. In addition, we have the ability to organically grow our office portfolio by up to an additional 768,000 square feet, or 22% on sites we already own by building tower three of La Jolla Commons, and 213,000 square foot tower this currently into the city for permits, and blocks 90 and 103 Oregon square with two configuration options, one at 392,000 square feet, and the other at 555,000 square feet, which we recently received entitlements on from the Portland Design Review Commission. We continue evaluating market conditions, prospective tenant interest and hopefully decreasing construction costs on these development opportunities. In summary, we have a stable office portfolio with little near term rollover, significant built in NOI growth and additional upside through repositioning and 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.

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

Good morning. You got Ron Kamdem on for Richard Hill. A couple quick ones for me. The first is just on the bad debt. I just would like to dig into that one a little bit more. I think I heard correctly that bad debt is at 39% of accounts receivable and 3% of straight-line rent receivables. So I guess the question number one is, is that - is that been increasing from 2Q to 3Q? It sounds like it has I just want to confirm that and maybe a little bit more color on what's driving that? And are you guys thinking about it? And maybe are you being too conservative and so forth? Thank you.

Good morning, Ron. Thanks for the question. Yes, so if what we said in the script was it is 39% of total accounts receivable, the bad debt, and that's on our allowance for doubtful accounts. So from dollar standpoint, that's about $7 million, we had about another $2.5 million in straight line rent receivables, or bad debt reserves against straight line rent. So the total of the two of those is about $10 million, just a slightly under that. When we look at where we were at the end of Q2, that amount was approximately $3.3 million. On the bad debt reserve, bad debt expense for accounts receivable that increase from $3.3 million to approximately $7.7 million. And the reason why is that each quarter that until we get this vaccine, and it's difficult on the retail tenants. And so in each quarter, what we do is we go through and we evaluate whether what is the likelihood that we will receive what's billed. We'll take a look at if we can receive what's been deferred. And we'll make a decision at that point in time as to whether it's probable we'll receive 95 5% of the remaining cash flows.

Thanks Bob. Ron, this is Ernest. As a matter of policy and strategy, we'd much sooner be on the conservative side than the optimistic side. So Bob has made an accurate assessment as possible. But our strategy has always been if we're going to err, err on the conservative side. And thanks for the question.

Got it. That's helpful. My other question I get that it sort of ties in to the bad debt was just on the guidance. I think historically the team has provided sort of guidance for the next year at that time. And, obviously, I can appreciate there's a lot of moving pieces. But just what was the thought behind even giving it some broad strokes for the retail portfolio, the office portfolio; it feels like you have pretty good visibility on the office portfolio with the presentation you've put out. So, just curious why not sort of put a guidance number out there and help sort of the street, get some broad signposts?

Ron, we'd love to give the guidance that you're asking for, there is just so much uncertainty out there from an economic point of view and a health point of view, that we thought that we have very little to gain, and a lot to lose by saying something that doesn't turn out to be true. So we just assumed remain silent, until we know exactly how this is all going to play out. But I understand your concern, and our concern too, I mean, we're monitoring where we are and where we're going. And we're doing the best we can. But I don't want to; I wouldn't want to mislead anybody, including ourselves.

And, Ron, from time to time in our investor presentations, we'll include some foresight as to what we know, at that point in time. But we're not issuing guidance, as Ernest said.

And I think on the office side, we've given some indication of where our sentiment is. And that's because of the high quality of the assets and the high quality that tenants, there's some, we have some assurance that what we say, will turn out to be true. In the rest of the portfolio, it's so COVID effective. We're just not certain.

Got it. And then my last one, if I may. I think interesting your opening comments about Prop 15 and Prop 21. And I know the governor of California came out an opposition of Prop 21. Just in your mind, obviously, the goal is for none of them to pass, but is one more likely or you're more concerned of than the other. So, if you're thinking out loud, it's Prop 15, maybe a bigger risk of passing than Prop 21. Or you guys just sort of see the same odds across the board. Thanks.

I think Prop 15 is a threat to the entire state, not just to us, as Adam pointed out in his presentation, that there's going to be short term discomfort for us, but long-term pain for the businesses that are involved. And for the residents of California. I saw a survey recently that Prop 15 was going to pass. And now they think it's unlikely to pass somewhat unlikely to pass. So God only knows what's going to happen. But I hope for the sake of California, that Californians and us as long-term residents, that it fails to pass.

Prop 15, our assessment is that it's not going to have a huge impact to us initially, but rather to the customers as a pass through, and then in turn, potentially, on rent growth in California looking forward. So we're definitely opposing Prop 15.

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

Good morning. Thank you. In terms of the reserve for bad debt, primarily being at the foot of a couple of properties. I think I understand Waikiki and Del Monte and I'm guessing Alamo Quarry is somewhat related to regal centers, but why was Carmel Mountain Plaza pushing that bad debt number?

Well, I think a lot of it that you're seeing at Del Monte, Alamo Quarry and Carmel Mountain Plaza. That's where the three theaters are located. So we've gone through and we put a reserve on those particular one and then we just had a lot of in the apparel industry. Adam, maybe you want to talk to some of the negotiations specifically, but in general.

Some of the collection efforts that he's been spearheading?

Yes. I mean, sure, just based on our challenges with a lot of these retailers, not just the mom and pop, but some of the national guys. I mean, I think we're, like Ernest and Bob said, taking a more conservative view of our probability of collections on those guys. So we're still all over these guys and working with them as much as possible. But you want to be more conservative in our presentation and hope to surprise to the upside on these guys.

Would it be safe to say, Adam that everybody's trying everybody on for size, see if there is an opportunity, and we just kind of have to speak up on our own behalf and so far, we're being successful.

That's right. I mean, all these guys are operating as if you don't ask you don't get so virtually everyone is asking for some form of relief from us. And maybe we've given relief to 20% to 30% of these guys so far, only when needed, but we're just trying to be smart about it and take our time and not rush into it. But like we also said those that are unilaterally withholding rents that have the money, those are the ones we're going after, we're not necessarily having to take reserves against those guys, it's the folks that are more challenged financially.

I think our stakeholders can be assured that we're doing everything we can on behalf of our stockholders to collect every rent, dollar of rent that we're entitled. And if we don't collect it, as Adam said in his presentation, we're going to try and get something for what we have to give up. And it's a negotiation with a committee that looks at every opportunity to come up with the transaction that is the best for the company.

Okay, thank you for that. And then I see a somewhat lower rent collection in October versus September for retail. Again, it goes from 82.6 to 77.3. Is that just a matter of timing?

It's probably just a matter of timing, because that's only as of, I think it's like October 16. October, at a certain point, during October, so a lot of it comes in at the end of the month, because it's negotiating and some are slow paying, but we're getting it.

Yes, even those with recurring payments that are making them are starting to pay later in the cycle. So we do expect that number to increase. That's our expectation now anyway.

Great. And then just finally, it looks like you had 71,000 square feet of renewals. Could you categorize those? If you were anchor what type of tenants they were?

On the renewals, that would be in the back of the supplement. I don't have the details on that in front of me, Craig.

What about office?

Because I think Steve covered the office, Craig.

Yes.

No, I was talking retail. But okay, let me re-look at the supplemental.

Ernest, do you want to comment?

Yes. It's 71,000; I have the sheet in front me.

Yes, it's just a mix of different tenants that have come through the system.

Yes, I don't have breakout on it. It's just going to be a mix of tenants that come through. That's a good question, though, Craig, thanks for asking.

Our next question comes from Todd Thomas with KeyBanc.

Hi, thanks. Good morning. Just a couple of questions on the office segment. Curious for an update, I think last quarter there were no changes to the build out and floor plans for Google at landmark. Just curious if you can provide an update there if anything's changed, and then whether there are any other tenants in the portfolio that might be looking to either reconfigure or maybe shed some space.

Jerry has told me that Google is continuing as further as per their original plans. And Steve, are you aware of any thing that we should make Todd - known to Todd?

Why not? The Google and Autodesk is reconfiguring and investing more in their space. So we're fortunate in that regard. Yes, our bigger tenants are moving forward with plans past this, this pandemic.

Okay. Is there any sublease space in the office segment of the portfolio at all today?

So it's market by market, so I'll say starting in San Diego sub lease is really muted. Delver Heights is 0.6% vacancy for sublease space. UTC is 0.7%. Those are our two main markets. San Francisco. there is a lot of sublease space right now. There's been a big uptick there. Fortunately, Autodesk and Google occupy the entire landmark building. And One Beach is under redevelopment. We won't deliver that until 2022. So hopefully we're through the worst of this at that time. Portland again, sublease space is muted; the total sublease vacancy in Portland right now is 1.5%. Bellevue has significant sublease space, but it's really kind of not an indicator there. And that just currently, on the east side mark and Bellevue is part of the east side market. It's a 37 million square foot market. There's 4.3 million square feet of office space under construction on the east side. And it's 96% pre-leased. So that's a big block market. Amazon, Google, Facebook. Obviously, Microsoft and T Mobile have affirmed its commitment to that marketplace on the east side. So it's just very, very strong. We've got one floor available for sublease that Cisco has up. And we just got an RFP yesterday for 52,000 feet, with an engineering firm that's being displaced from a building that's being torn down to new building for Amazon. So Bellevue is just extremely robust, strong. And sub lease space really isn't a big factor there. So hopefully that answers your question.

Fortunately, being in Bellevue as being in the right place at the right time. And I don't know that we're that smart. But we're certainly that lucky. So we're glad to be there. Thanks for the question, Todd.

Great, yes, that's helpful. Do you have a sense for, what employee occupancy looks like in your assets across the office portfolio?

It's low, it's probably sub 20% and most -

About 20% to 25%. But as I look at that circumstance, the associates want to come back to work, and we want them to come back to work. This working from home is not the fun that everybody says. There will be some work from home going forward. But from an operational point of view, and a mental health point of view, and a company point of view, and an individual point of view, back to the office as the way to go is my view. And it will transpire to that or transform to that at some point over the future, depending on what happens to COVID-19.

To add to that I've had conversations with tenant rep brokers that represent some of the biggest companies out there. And they said, behind the scenes, CEOs are saying get the heck back to work.

That's what I say.

And we feel the same way. So it's not a matter of - if it's a matter of when, and Google again, as a good example, that they did not modify their plan due to COVID in terms of configuration, so we will get there.

Okay, and then in terms of the Embassy Suites. Bob, I was wondering if you had any visibility there on occupancy and ADR heading into the fourth quarter, and maybe also an update on bookings as we think about 2021.

Yes, we ended at 66% occupancy for the - on a weighted average basis for the quarter. We've seen, during the third quarter, we've seen it tick up to like 75%. And we've been trending in the last probably month somewhere between 52% to 65%. As you go into the fourth quarter, we'll probably keep it in that range somewhere between 50T to 65%. And right now we do have bookings, and we're looking forward, but it's is - they have the ability to cancel them if depending on the quarantine, if the quarantine, openness of the quarantine in Hawaii remains open. Then we'll see a difference.

Bob, is it safe to say that the ADR is affected by the nature of our tenants now who are mostly government employees and not tourists, and the tourists will, once this thing returns to normal, our ADR will return to normal?

Yes, I think that's been very helpful. We can always lean on the DoD, the DoD has been about 80% of our occupancy and then the local Hawaiians have been the other 20%. And as a result, both of those are at a much lower ADR. The ADR is probably somewhere between 205 and 225 compared to I think we hit 360 last year, if not higher on an average basis, obviously some rooms went much higher and some were a little bit lower. But we are, as I understand it, we are one of two hotels that are open on Waikiki. And we expect more to open as tourism comes back. But that having that open and being able to have a breakeven is have been a win for us during this pandemic. Whereas I think the other eight hotels in Waikiki have been completely closed.

Not that I can guarantee you, but I think once people can travel, they're coming back to Hawaii. They're coming back to Waikiki. It's a great piece of property. And we've used this time to upgrade the property by painting, fixing the spalling, the salt air damage, upgrading the room furniture, so we're ready to go. And this economy, people will be anxious to travel once this damn thing is over. Thank you. And I'm not showing any further questions. At this time, I would now like to turn the call back over to Ernest Rady for any further remarks.

I want to thank you all for your patience during this difficult time. I can assure you that everybody at American Assets Trust is working hard to ensure that when things return to normal, the results that we present will be more than adequate. And during this time, we're doing the best we can. And it's not easy for anybody. It's not easy for us. But we're going to get there. And at some point, we'll look back on this. It's a terrible memory. Thank you all for attending.

Thank you, ladies and gentlemen. This concludes today's conference call. Thank you for participating. You may now disconnect.