Earnings Call Transcript - AAT Q2 2020

Operator, Operator

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.

Adam Wyll, EVP and Chief Operating Officer

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 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, 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?

Ernest Rady, Chairman and CEO

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 what it would be like. We expected 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, acting as a shining light in our portfolio, with high credit tenants in strong markets, and we would like to continue that. 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 on August 1, as a local private university takes possession of approximately 130 units in our San Diego multifamily portfolio, at good rents through 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 while maintaining the long-term sustainability 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. In fact, we’re hopeful that all will. We have a committee comprised of myself, Chris Sullivan, and Adam Wyll that review every tenant request. If a tenant asks for a deferral, we ask for something in return as well. Each one is a negotiation, and we try to make sure that we're getting something fair in return for anything less than a 100% on-time collection of our contractual rents. I truly believe that our management team is second to none and has done an excellent job strategically navigating through this pandemic. American Assets Trust is reflective of the quality people that we have working here, and we appreciate the quality people that we have working in our company, who are focused on creating value for our shareholders each and every day. Lastly, I want to mention that our Board of Directors has approved increasing the quarterly dividend by 25% over the second quarter 2020 dividend of $0.20 to $0.25 for the third quarter based on higher rent collections in the second quarter than we had expected, combined with the significant embedded growth that we continue to expect in our office portfolio and the recent master lease signed in our multifamily portfolio. A year from now, once there is a vaccine, we expect to look back and we hope this is nothing more than a bad memory. I believe that when we come out of this, we will be as good a company or even better than we were at the start. I'm now going to turn the call back over to Adam Wyll, our EVP and Chief Operating Officer, who will give us a quick update on our operations during this pandemic, followed by Bob Barton, our EVP and Chief Financial Officer, and we will end with a quick update on the leasing success that Steve Center, our Vice President of Office Properties is seeing. Adam, please.

Adam Wyll, EVP and Chief Operating Officer

Thanks, Ernest. From an operations perspective, as coronavirus infections 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 believe would damage our industry and economy, like SB 939 in California, which did not pass, and the proposed repeal of Prop 13 for commercial properties in California, which we believe is essentially a targeted tax increase on business that would ultimately be passed on to tenants and customers, many of whom cannot 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 businesses 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 being on a long-term basis, all the while maintaining our best-in-class properties. And we've leveraged 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 well-being, 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?

Bob Barton, EVP and Chief Financial Officer

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, were 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 reserves 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 were at an 85% occupancy at the end of the second quarter, a decrease of approximately 8% from the prior year, as also reflected in our negative same-store cash NOI. However, as Ernest mentioned, we expect this to increase back into the low to mid-90% occupancy once our master lease with a local private university commences on August 1. Our mixed-use property, consisting of the Embassy Suites Hotel and the Waikiki Beach Walk Retail, is located on the Island of Oahu. The state of Hawaii remains in self-quarantine through the end of August, which has significantly impacted the operating results in the second quarter of 2020. The Embassy Suites average occupancy for the second quarter of 2020 was 17%, compared with the prior year's second quarter average occupancy of 92%. A good rule of thumb in our view is that a hotel without any leverage needs to have approximately a 50% to 60% occupancy to break even. Our team in Hawaii forecasted earlier this month an occupancy rate of 46% to 50% by year-end 2020. To our pleasant surprise, we ended June with a 29% occupancy, much higher than the average occupancy of 17% for the quarter. Additionally, in the last 15 days, we have been seeing occupancy ranging from 45% to 55%, with our team in Hawaii expecting to end the month of July at 62% occupancy. Right now, it is our understanding that there are only two hotels remaining open in Waikiki, one of which is our Embassy Suites hotel, which has been completely renovated and is like a brand new hotel. Let's talk about billings and collections. On a company-wide basis, we collected approximately 83% of the total second quarter billings, which primarily consists of base rent and cost reimbursements. We have also collected approximately 83% of July's billings as of the end of last week. We expect those percentages to increase as we continue to work hard on collection efforts. In Q2, our office rent collections were approximately 98%. Our retail rent collections, excluding Waikiki Beach retail, were approximately 62%. And by the way, so far in July, it's about 70%, and our multifamily collections were approximately 95%. Waikiki Beach Walk Retail had an approximately 30% collection rate in Q2. As Ernest noted earlier, the Board of Directors has decided to increase the quarterly dividend from $0.20 to $0.25 per share. The Board took into consideration the increase in collections over what was expected during Q2, combined with the embedded growth in cash flow from the office sector over the next several years, as well as the master lease in the multifamily sector. Using the same 83% collection rate applied to our initial targeted dividend of $0.30 per quarter, it gets you to approximately $0.25 per share per quarter. As we look at the liquidity on our balance sheet, at the end of the second quarter, we had approximately $396 million in liquidity, comprised of $146 million of cash and cash equivalents and $250 million of availability on our line of credit. Only one of our properties is encumbered by a mortgage. Our leverage, which we measure in terms of net debt to EBITDA, was 6.4 times on a quarterly annualized basis, resulting from the lower EBITDA from the added reserves taken in the retail sector during Q2. On a trailing 12-month basis, our EBITDA would be approximately 5.8 times. Our focus is to maintain our net debt to EBITDA at 5.5 times or below. Our interest coverage and fixed charge coverage ratio ended the quarter at 3.8 times on a quarterly annualized basis and at 4.1 times on a trailing 12-month basis. Finally, with respect to the $250 million of unsecured debt maturities that come due in 2021, we expect to extend the $100 million term loan up to three times with each extension for a one-year period, subject to certain conditions, and the remaining $150 million Series A Notes do not mature until October 31, 2021, which we would expect to refinance at lower rates. Regarding our guidance, as we previously disclosed, we withdrew our 2020 guidance on April 3 due to the uncertainty that the pandemic would have on our existing guidance, particularly in our hotel or retail sector. Unfortunately, the economy continues to change day by day, and the current outcome remains uncertain as to impact duration, which is why we will continue to withdraw our 2020 guidance. I'll now turn the call over to Steve Center, Vice President of Office Properties, for a brief update on our successes and opportunities in our office segment. Steve?

Steve Center, Vice President of Office Properties

Thank you, Bob. At the end of the second quarter, net of One Beach, which is under redevelopment, 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 at First & Main in Portland in a total of 131,000 square feet at starting rates nearly 20% above the rates of expiration. 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 of 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 own by building Tower 3 at La Jolla Commons, which is 213,000 square 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 conditions, prospective tenant interest, and hopefully decreasing construction costs, leading to our upcoming commencement of construction. Next, the 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 requests 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 costs 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 and redevelopment within our existing portfolio along with substantial new development on sites we already own. Operator, I'll now turn the call over to you for questions.

Adam Wyll, EVP and Chief Operating Officer

Very good, Steve. Thanks.

Operator, Operator

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

Ron Kamdem, Analyst

Hey. You've got Ron Kamdem on the line for Richard. Just a 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 are not, maybe more reserves coming down the line as the pandemic unfolds? So trying to get a sense of the conservatism in the numbers that you guys took.

Bob Barton, EVP and Chief Financial Officer

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. What it says is that we have to be 75% confident that we're going to receive 95% of the cash flows. In layman's terms, what we look at is whether a tenant is going to survive or not. We have a group of about eight people, including Adam who is involved with the leases, Chris Sullivan, heads up our retail division, and our Controller. It's a whole team effort. We are not trying to be aggressive at all. What we're trying to do is be conservative, but in this pandemic, it changes daily. We continue to evaluate that on a month-to-month basis, and as new developments happen, if the reserves increase over time, as the pandemic lingers, there will probably be more fallout. As a result, we will likely 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.

Ernest Rady, Chairman and CEO

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

Ron Kamdem, Analyst

Just a couple more quick ones. Just on the dividend, I think you decided to raise in Q3 about $0.05. I think you cited just 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 thinks 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 do that. So what went into that decision? What gave you confidence to boost? And how should we think about that going forward?

Ernest Rady, Chairman and CEO

As I said earlier, Ron, going into this pandemic, I was close to panic because I've never seen circumstances like this, and I thought that we were in for a catastrophic situation. The situation has not been as bad as our worst-case thoughts led us to believe. 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 we were facing. But as we came face to face with those unknowns, while they have been very upsetting and difficult, they haven't been as catastrophic as expected. We suggested to the Board that they look at this with a more balanced approach rather than the catastrophic approach from last quarter. We would love to have maintained the dividend at the same level since we went public and increased it over the past 11 or 12 years since we’ve been public. That is just not in the cards given the circumstances we are facing. 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 feel we have in the marketplace, the $0.25 should be able to be continued. With any 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 feasible.

Ron Kamdem, Analyst

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 the work-from-home implications, right. And when they think about your portfolio and just the great amount of demand from the tenants, the numbers have shown that. The question is really, what's the possibility of the office market turning into haves and have-nots? When you think about some of maybe the older stock out there compared to your Class A properties, is there a possibility that those assets are being impacted by work-from-home? And what are you hearing from tenants on the work-from-home front? What sort of thinking do you face? Thank you.

Ernest Rady, Chairman and CEO

When this started, everyone said, 'Well, who needs office?' But I can tell you, as someone who is involved in business on a day-to-day basis, we miss people coming into the office and all the positive results that flow from it, the idea flow, and the training. The theory may be that you don't need office space, but the practice shows that office is a valuable way to operate a 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 our office portfolio in high-quality, high-growth markets, where there is innovation and job creation, will have a market for our office space, and hopefully an expanding market. That's my best guess. I mean, I don't know what the answer is, but if there's anywhere to hear from lots of people, it’s that if it was New York City, I would be more frightened. The West Coast markets are very vibrant, and I think we have a good future with the portfolio we own.

Operator, Operator

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

Todd Thomas, Analyst

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.

Ernest Rady, Chairman and CEO

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

Jerry Gammieri, Executive

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

Todd Thomas, Analyst

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 changes in demand across your markets, any changes in conversations with tenants about how they're thinking about office space rents or their decisions and willingness to sign leases today?

Ernest Rady, Chairman and CEO

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

Steve Center, Vice President of Office Properties

We are 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 is proceeding with their plans. It’s not a matter of when they are moving back in, it’s about when that will happen. What I liked about the message from Jerry is that they are sticking with the design that they previously developed pre-COVID. So that indicates to me a belief that we are going to return to some semblance of normal and get back to business. We've got two deals we are in discussions with in Portland for 2023 deliveries. Those businesses are 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.

Todd Thomas, Analyst

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?

Ernest Rady, Chairman and CEO

The master lease is for two projects along Loma Palisades and Pacific Ridge. Abigail, why don't you take that? Abigail and Adam did a great job in negotiating this transaction.

Abigail Rex, Executive

Sure. Good morning. So that master lease agreement will span between Loma Palisades and Pacific Ridge and consist of about 130 units. It is 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 going through May 31 of 2021. Excuse me, we anticipate that come August when all of the move-ins take place, not only due 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.

Ernest Rady, Chairman and CEO

One thing to consider is that the government is now extending the terms that tenants have to pay the rent. This lease is 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.

Todd Thomas, Analyst

Okay. All right. Great. Thank you.

Ernest Rady, Chairman and CEO

Thank you, Todd. Thanks for your interest.

Operator, Operator

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

Ernest Rady, Chairman and CEO

Good morning, Craig.

Craig Schmidt, Analyst

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?

Ernest Rady, Chairman and CEO

Chris, you want to handle that? Yes. This situation changes day by day, so maybe you have a view to share.

Chris Sullivan, Executive

The largest impact came right after Memorial Day when restaurants were allowed to start reopening inside. That only lasted for a couple of weeks, depending on the county. When they shut down restaurants for inside dining, that really threw a wrench in the system. As you drive around your own town and where you are, you can see that restaurateurs have to try sidewalk dining or patios if they had them. Unfortunately, that lower occupancy has made it challenging for them, and they're all fighting just to cover their costs and keep their remaining chefs and some staff employed. So that has certainly had an effect on retail. That’s the biggest piece I’ve seen, alongside all the other issues of tourism and more that are affecting the situation throughout the country and the whole world.

Ernest Rady, Chairman and CEO

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

Craig Schmidt, Analyst

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?

Ernest Rady, Chairman and CEO

Yes. I think that was the genesis for the lease we signed with the local university, as they were dereferencing, 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 back to normal, when there is a vaccine that has returned to normalcy, we will have the opportunity to fill them up again. But in the meantime, it’s a great step for measure on collectibles.

Operator, Operator

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.

Ernest Rady, Chairman and CEO

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.

Operator, Operator

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