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Debt

6 Months Ended

Jun. 30, 2012

NOTE 8. DEBT

The following is a summary of our total debt outstanding as of June 30, 2012 and December 31, 2011 (in thousands):


	Principal Balance as of						Stated Interest Rate as of June 30, 2012			Stated Maturity Date
Description of Debt	June 30, 2012			December 31, 2011			Stated Interest Rate as of June 30, 2012			Stated Maturity Date
Alamo Quarry Market ⁽¹⁾⁽²⁾	$	94,999		$	96,027			5.67	%		January 8, 2014
160 King Street ⁽³⁾		30,619			31,412			5.68	%		May 1, 2014
Waikele Center ⁽⁴⁾		140,700			140,700			5.15	%		November 1, 2014
The Shops at Kalakaua ⁽⁴⁾		19,000			19,000			5.45	%		May 1, 2015
The Landmark at One Market ⁽²⁾⁽⁴⁾		133,000			133,000			5.61	%		July 5, 2015
Del Monte Center ⁽⁴⁾		82,300			82,300			4.93	%		July 8, 2015
First & Main ⁽⁴⁾		84,500			84,500			3.97	%		July 1, 2016
Imperial Beach Gardens ⁽⁴⁾		20,000			20,000			6.16	%		September 1, 2016
Mariner’s Point ⁽⁴⁾		7,700			7,700			6.09	%		September 1, 2016
South Bay Marketplace ⁽⁴⁾		23,000			23,000			5.48	%		February 10, 2017
Waikiki Beach Walk—Retail ⁽⁴⁾		130,310			130,310			5.39	%		July 1, 2017
Solana Beach Corporate Centre III-IV ⁽⁵⁾		37,330			37,330			6.39	%		August 1, 2017
Loma Palisades ⁽⁴⁾		73,744			73,744			6.09	%		July 1, 2018
One Beach Street ⁽⁴⁾		21,900			—			3.94	%		April 1, 2019
Torrey Reserve—North Court ⁽¹⁾		21,793			21,921			7.22	%		June 1, 2019
Torrey Reserve—VCI, VCII, VCIII ⁽¹⁾		7,337			7,380			6.36	%		June 1, 2020
Solana Beach Corporate Centre I-II ⁽¹⁾		11,714			11,788			5.91	%		June 1, 2020
Solana Beach Towne Centre ⁽¹⁾		39,045			39,293			5.91	%		June 1, 2020

		978,991			959,405

Unamortized fair value adjustment		(14,453	)		(15,926	)

Total Debt Outstanding	$	964,538		$	943,479

(1)	Principal payments based on a 30-year amortization schedule.

(2)	Maturity Date is the earlier of the loan maturity date under the loan agreement, or the “Anticipated Repayment Date” as specifically defined in the loan agreement, which is the date after which substantial economic penalties apply if the loan has not been paid off.

(3)	Principal payments based on a 20-year amortization schedule.

(4)	Interest only.

(5)	Loan is interest only through August 2012. Beginning in September 2012, principal payments are based on a 30-year amortization schedule.

On March 29, 2012, we entered into a seven-year non-recourse mortgage loan with PNC Bank, National Association with an original principal amount of $21.9 million. The loan is secured by a first-priority deed of trust on One Beach Street and an assignment of all leases, rents and security deposits relating to One Beach Street. The loan has a maturity date of April 1, 2019, bears interest at a fixed rate per annum of 3.94% and is interest only.

Certain loans require us to comply with various financial covenants. As of June 30, 2012, we were in compliance with all loan covenants.

Credit Facility

On January 19, 2011, in connection with the Offering, we entered into a credit facility pursuant to which a group of lenders provided commitments for a revolving credit facility allowing borrowings of up to $250.0 million. At June 30, 2012, our maximum allowable borrowing amount was $213.8 million. The credit facility has an accordion feature that may allow us to increase the availability thereunder up to a maximum of $400.0 million, subject to meeting specified requirements and obtaining additional commitments from lenders. No amounts have been borrowed on the credit facility to date. The credit facility bears interest at the rate of either LIBOR or a base rate, in each case plus a margin that will vary depending on our leverage ratio. The amount available for us to borrow under the credit facility is subject to the net operating income of our properties that form the borrowing base of the facility and a minimum implied debt yield of such properties.

On March 7, 2011, the credit facility was amended to allow us or our Operating Partnership to purchase GNMA securities with maturities of up to 30 years. On January 10, 2012, the credit facility was amended a second time to (1) extend the maturity date to January 10, 2016 (with a one-year extension option), (2) decrease the applicable interest rates and (3) modify certain financial covenants contained therein.

The credit facility includes a number of customary financial covenants, including:

•

a maximum leverage ratio (defined as total indebtedness net of certain unrestricted cash and cash equivalents to total asset value) of 60%,

•

a minimum fixed charge coverage ratio (defined as consolidated earnings before interest, taxes, depreciation and amortization to consolidated fixed charges) of 1.50x,

•

a maximum secured leverage ratio (defined as total secured indebtedness to secured total asset value) of 50%,

•

a minimum tangible net worth equal to at least 75% of our tangible net worth at January 19, 2011, plus 85% of the net proceeds of any additional equity issuances (other than additional equity issuances in connection with any dividend reinvestment program), and

•

a $35.0 million limit on the maximum principal amount of recourse indebtedness we may have outstanding at any time, other than under the credit facility.

The credit facility provides that our annual distributions may not exceed the greater of (1) 95.0% of our funds from operations or (2) the amount required for us to (a) qualify and maintain our REIT status and (b) avoid the payment of federal or state income or excise tax. If certain events of default exist or would result from a distribution, we may be precluded from making distributions other than those necessary to qualify and maintain our status as a REIT.

We and certain of our subsidiaries guarantee the obligations under the credit facility, and certain of our subsidiaries pledged specified equity interests in our subsidiaries as collateral for our obligations under the credit facility.

As of June 30, 2012, we were in compliance with all credit facility covenants.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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