UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 8-K
 CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 Date
of Report (Date of earliest event reported): July 1, 2011
 FIRST POTOMAC REALTY TRUST
  Maryland

001-31824

37-1470730(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer Identification No.)
 7600 Wisconsin Avenue
Bethesda, Maryland

20814(Address of principal executive offices)

(Zip Code)
 (301) 986-9200
 N/A
 (Former name or former address, if changed since last report.)
  o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




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Item 8.01. Other Events
  Item 9.01. Financial Statements and Exhibits.
 (a) Financial Statements of Properties Acquired.
 1.
    
    500 First Street, NW, acquired June 30, 2010:
Independent Auditors Report
Statements of Revenues and Certain Expenses for the three months ended March
31, 2010 
(unaudited) and year ended December 31, 2009
Notes to Statements of Revenues and Certain Expenses2.
    
    Redland Corporate Center, acquired November 10, 2010:
Independent Auditors Report
Statements of Revenues and Certain Expenses for the nine months ended September 30, 2010 
(unaudited) and the period from July 1, 2009 (inception) to December 31, 2009
Notes to Statements of Revenues and Certain Expenses3.
    
    840 First Street, NE, acquired March 25, 2011:
Independent Auditors Report
Statement of Revenues and Certain Expenses for the year ended December 31, 2010
Notes to Statements of Revenues and Certain Expenses4.
    
    One Fair Oaks, acquired April 8, 2011:
Independent Auditors Report
Statements of Revenues and Certain Expenses for the three months ended March
31, 2011 
(unaudited) and year ended December 31, 2010
Notes to Statements of Revenues and Certain Expenses
 (b) Pro Forma Financial Information.
  1.
    
    Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2011.2.
    
    Notes to Pro Forma Consolidated Balance Sheet as of March 31, 2011.
  2




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##### 



3.
    
    Unaudited Pro Forma Consolidated Statement of Operations for the three months ended March 31, 2011.4.
    
    Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2010.5.
    
    Notes to Pro Forma Consolidated Statements of Operations.
 (d) Exhibits.
 Exhibit No.23.1
    
    Consent of Independent Registered Public Accounting Firm
  3




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##### 



FIRST POTOMAC REALTY TRUST
 PRO FORMA FINANCIAL INFORMATION
(UNAUDITED)
    
    
    The acquisition of 840 First Street, NE for approximately $97.7 million on March 25,
2011, including the assumption of a $57.2 million mortgage, fair valued at $56.5 million
at acquisition; and
    
    The acquisition of One Fair Oaks for approximately $60.3 million on April 8, 2011,
including the assumption of a $52.4 million mortgage loan, fair valued at $52.9 million
at acquisition.
  
    
    The acquisition of 500 First Street, NW for approximately $67.8 million on June 30,
2010, partially funded with a new $39.0 million mortgage loan;
    
    The acquisition of a 97% interest in Redland Corporate Center for approximately $86.4
million on November 10, 2010; and
    
    The 2011 Acquisitions.
   4




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##### 



FIRST POTOMAC REALTY TRUST  PRO FORMA CONSOLIDATED BALANCE SHEET
As of March 31, 2011
 (Unaudited, in thousands)
 One Fair Oaks
    
    
    Pro FormaHistorical
    
    
    Acquisition
    
    
    First Potomac(A)
    
    
    (B)
    
    
    Realty TrustAssetsRental property, net
    
    $
    1,326,027
    
    
    $
    50,833
    
    
    $
    1,376,860Cash and cash equivalents
    
    
    18,681
    
    
    
    (9,009
    )
    
    
    9,672Escrows and reserves
    
    
    13,504
    
    
    
    3,794
    
    
    
    17,298Accounts and other receivables, net
of allowance for doubtful accounts of
$3,351 and $3,246, respectively
    
    
    8,602
    
    
    
    
    
    
    
    8,602Accrued straight-line rents, net of
allowance for doubtful accounts of
$893 and $894, respectively
    
    
    13,549
    
    
    
    
    
    
    
    13,549Note receivable, net
    
    
    24,760
    
    
    
    
    
    
    
    24,760Investment in affiliates
    
    
    23,994
    
    
    
    
    
    
    
    23,994Deferred costs, net
    
    
    22,260
    
    
    
    199
    
    
    
    22,459Prepaid expenses and other assets
    
    
    14,966
    
    
    
    
    
    
    
    14,966Intangibles assets, net
    
    
    54,673
    
    
    
    7,083
    
    
    
    61,756Total assets
    
    $
    1,521,016
    
    
    $
    52,900
    
    
    $
    1,573,916LiabilitiesMortgage loans
    
    $
    391,573
    
    
    $
    52,900
    
    
    $
    444,473Exchangeable senior notes, net
    
    
    30,076
    
    
    
    
    
    
    
    30,076Senior notes
    
    
    75,000
    
    
    
    
    
    
    
    75,000Secured term loans
    
    
    100,000
    
    
    
    
    
    
    
    100,000Unsecured revolving credit facility
    
    
    116,000
    
    
    
    
    
    
    
    116,000Accounts payable and other liabilities
    
    
    34,342
    
    
    
    
    
    
    
    34,342Accrued interest
    
    
    3,736
    
    
    
    
    
    
    
    3,736Rents received in advance
    
    
    7,234
    
    
    
    
    
    
    
    7,234Tenant security deposits
    
    
    5,620
    
    
    
    
    
    
    
    5,620Deferred market rent, net
    
    
    5,676
    
    
    
    
    
    
    
    5,676Total liabilities
    
    
    769,257
    
    
    
    52,900
    
    
    
    822,157Noncontrolling interests in the Operating Partnership
    
    
    37,420
    
    
    
    
    
    
    
    37,420Total equity
    
    
    714,339
    
    
    
    
    
    
    
    714,339Total liabilities, noncontrolling interests and equity
    
    $
    1,521,016
    
    
    $
    52,900
    
    
    $
    1,573,916
   5




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FIRST POTOMAC REALTY TRUST
 NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 2011
(UNAUDITED)
    6




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##### 



FIRST POTOMAC REALTY TRUST
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Three Months Ended March 31, 2011
 (unaudited, in thousands, except per share amounts)
 840
    
    
    OneFirst
    
    
    Fair
    
    
    OtherHistorical
    
    
    Street, NE
    
    
    Oaks
    
    
    Transactions(A)
    
    
    (B)
    
    
    (B)
    
    
    (C)
    
    
    Pro FormaRevenuesRental revenue
    
    $
    32,359
    
    
    $
    1,544
    
    
    $
    1,304
    
    
    $
    
    
    
    $
    35,207Tenant reimbursement
    
    
    8,111
    
    
    
    1,081
    
    
    
    610
    
    
    
    
    
    
    
    9,802Total revenues
    
    
    40,470
    
    
    
    2,625
    
    
    
    1,914
    
    
    
    
    
    
    
    45,009Operating expensesProperty operating
    
    
    10,958
    
    
    
    611
    
    
    
    435
    
    
    
    
    
    
    
    12,004Real estate taxes and insurance
    
    
    4,002
    
    
    
    378
    
    
    
    158
    
    
    
    
    
    
    
    4,538General and administrative
    
    
    4,008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,008Acquisition costs
    
    
    2,185
    
    
    
    
    
    
    
    
    
    
    
    (1,695
    )
    
    
    490Depreciation and amortization
    
    
    12,770
    
    
    
    2,393
    
    
    
    669
    
    
    
    
    
    
    
    15,832Impairment of real estate assets
    
    
    2,711
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,711Total operating expenses
    
    
    36,634
    
    
    
    3,382
    
    
    
    1,262
    
    
    
    (1,695
    )
    
    
    39,583Operating income (loss)
    
    
    3,836
    
    
    
    (757
    )
    
    
    652
    
    
    
    1,695
    
    
    
    5,426Interest and other expenses, net
    
    
    7,527
    
    
    
    910
    
    
    
    894
    
    
    
    126
    
    
    
    9,457(Loss) income from continuing operations
    
    
    (3,691
    )
    
    
    (1,667
    )
    
    
    (242
    )
    
    
    1,569
    
    
    
    (4,031
    )(Loss) income from continuing
operations attributable to
noncontrolling interests
    
    
    134
    
    
    
    71
    
    
    
    11
    
    
    
    (71
    )
    
    
    145(Loss) income from continuing operations
attributable to First
Potomac Realty Trust
    
    
    (3,557
    )
    
    
    (1,596
    )
    
    
    (231
    )
    
    
    1,498
    
    
    
    (3,886
    )Less: Dividends on preferred shares
    
    
    (1,783
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,783
    )Net (loss) income from continuing
operations available to common
shareholders
    
    $
    (5,340
    )
    
    $
    (1,596
    )
    
    $
    (231
    )
    
    $
    1,498
    
    
    $
    (5,669
    )Loss from continuing operations per share:Basic and diluted
    
    $
    (0.12
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (0.12
    )Weighted average common share outstanding:Basic and diluted
    
    
    49,234
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    49,234
   7




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##### 



FIRST POTOMAC REALTY TRUST
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2010
 (unaudited, in thousands, except per share amounts)
 500 First
    
    
    Redland840 First
    
    
    One Fair
    
    
    Street,
    
    
    Corporate
    
    
    OtherHistorical
    
    
    Street, NE
    
    
    Oaks
    
    
    NW
    
    
    Center
    
    
    Transactions(A)
    
    
    (B)
    
    
    (B)
    
    
    (D)
    
    
    (D)
    
    
    (C)
    
    
    Pro FormaRevenuesRental revenue
    
    $
    111,860
    
    
    $
    7,546
    
    
    $
    5,215
    
    
    $
    2,072
    
    
    $
    4,045
    
    
    $
    
    
    
    $
    130,738Tenant reimbursement
    
    
    26,687
    
    
    
    4,790
    
    
    
    2,544
    
    
    
    650
    
    
    
    2
    
    
    
    
    
    
    
    34,673Total revenues
    
    
    138,547
    
    
    
    12,336
    
    
    
    7,759
    
    
    
    2,722
    
    
    
    4,047
    
    
    
    
    
    
    
    165,411Operating expensesProperty operating
    
    
    33,714
    
    
    
    2,715
    
    
    
    1,795
    
    
    
    739
    
    
    
    1,175
    
    
    
    
    
    
    
    40,138Taxes and insurance
    
    
    12,954
    
    
    
    2,077
    
    
    
    604
    
    
    
    430
    
    
    
    1,060
    
    
    
    
    
    
    
    17,125General and administrative
    
    
    14,523
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,523Acquisition costs
    
    
    7,169
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,972
    
    
    
    9,141Depreciation and amortization
    
    
    42,613
    
    
    
    9,572
    
    
    
    2,674
    
    
    
    1,103
    
    
    
    2,055
    
    
    
    
    
    
    
    58,017Impairment of real estate assets
    
    
    2,386
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,386Contingent consideration related
to property
    
    
    710
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    710Total operating expenses
    
    
    114,069
    
    
    
    14,364
    
    
    
    5,073
    
    
    
    2,272
    
    
    
    4,290
    
    
    
    1,972
    
    
    
    142,040Operations income (loss)
    
    
    24,478
    
    
    
    (2,028
    )
    
    
    2,686
    
    
    
    450
    
    
    
    (243
    )
    
    
    (1,972
    )
    
    
    23,371Interest and other expenses, net
    
    
    33,115
    
    
    
    3,264
    
    
    
    3,576
    
    
    
    1,098
    
    
    
    
    
    
    
    3,335
    
    
    
    44,388Loss from continuing operations
    
    
    (8,637
    )
    
    
    (5,292
    )
    
    
    (890
    )
    
    
    (648
    )
    
    
    (243
    )
    
    
    (5,307
    )
    
    
    (21,017
    )Loss from continuing operations
attributable to noncontrolling interests
    
    
    174
    
    
    
    295
    
    
    
    50
    
    
    
    39
    
    
    
    22
    
    
    
    296
    
    
    
    876Net loss from continuing operations available to
common
Shareholders
    
    $
    (8,463
    )
    
    $
    (4,997
    )
    
    $
    (840
    )
    
    $
    (609
    )
    
    $
    (221
    )
    
    $
    (5,011
    )
    
    $
    (20,141
    )Loss from continuing operations
per share:Basic and diluted
    
    
    ($0.25
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    ($0.56
    )Weighted average common
share outstanding:Basic and diluted
    
    
    36,984
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,984
   8




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FIRST POTOMAC REALTY TRUST
 NOTES TO UNAUDITED PRO FORMA CONSOLIDATED
STATEMENTS OF OPERATIONS
            9




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INDEPENDENT AUDITORS REPORT
 
      
  10




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500 FIRST STREET, NW
 STATEMENTS OF REVENUES AND CERTAIN EXPENSES
 Three months ended March 31, 2010 (unaudited) and Year ended December 31, 2009
 2010
    
    
    2009(unaudited)Revenues:Rental
    
    $
    767,679
    
    
    $
    3,070,715Tenant reimbursement and other
    
    
    253,828
    
    
    
    1,283,765Garage
    
    
    73,368
    
    
    
    293,2321,094,875
    
    
    
    4,647,712Certain expenses:Real estate taxes
    
    
    206,061
    
    
    
    847,781Utilities
    
    
    118,218
    
    
    
    473,085Payroll and Administrative
    
    
    66,673
    
    
    
    238,433Service contracts
    
    
    89,842
    
    
    
    354,352Management fees (note 4)
    
    
    30,000
    
    
    
    120,000Repairs and maintenance
    
    
    47,346
    
    
    
    323,710Insurance
    
    
    9,849
    
    
    
    38,000Other
    
    
    18,293
    
    
    
    54,092586,282
    
    
    
    2,449,453Revenues in excess of certain expenses
    
    $
    508,593
    
    
    $
    2,198,259
   11




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500 FIRST STREET, NW
 NOTES TO STATEMENTS OF REVENUES AND CERTAIN EXPENSES
 Three months ended March 31, 2010 (unaudited) and Year ended December 31, 2009
 (1) Background
  (2) Summary of Significant Accounting Policies and Other Matters
 (a) Basis of Presentation
   (b) Revenue Recognition
  (c) Use of Estimates
  (d) Subsequent Events
  (3) Tenant Leases
  2010
    
    $
    4,360,3922011
    
    
    4,360,3922012
    
    
    4,360,3922013
    
    
    4,360,3922014
    
    
    4,360,392Thereafter
    
    
    6,903,954Total
    
    $
    28,705,914
  12




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(4) Management Fees
   13




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INDEPENDENT AUDITORS REPORT
 
      
  14




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##### 



REDLAND CORPORATE CENTER
 STATEMENTS OF REVENUES AND CERTAIN EXPENSES
 Nine months ended September 30, 2010 (unaudited) and the period July 1, 2009 (inception) to December 31, 2009
 2010
    
    
    2009(unaudited)Revenues:Rental
    
    $
    3,577,6579
    
    
    $
    794,493Other
    
    
    3,419
    
    
    
    113,581,076
    
    
    
    794,504Certain expenses:Real estate taxes
    
    
    785,823
    
    
    
    241,844Utilities
    
    
    404,928
    
    
    
    163,271Payroll and administrative
    
    
    157,599
    
    
    
    63,628Service contracts
    
    
    238,962
    
    
    
    44,628Management fees (note 4)
    
    
    27,315
    
    
    
    18,210Repairs and maintenance
    
    
    68,106
    
    
    
    8,368Insurance
    
    
    75,967
    
    
    
    49,889Other
    
    
    186,644
    
    
    
    72,4771,945,344
    
    
    
    662,315Revenues in excess of certain expenses
    
    $
    1,635,732
    
    
    $
    132,189
   15




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##### 



REDLAND CORPORATE CENTER
 NOTES TO STATEMENTS OF REVENUES AND CERTAIN EXPENSES
 Nine months ended September 30, 2010 (unaudited) and the period from July 1, 2009 (inception) to December 31, 2009
 (1) Background
  (2) Summary of Significant Accounting Policies and Other Matters
 (a) Basis of Presentation
   (b) Revenue Recognition
  (c) Use of Estimates
  (d) Subsequent Events
   16




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##### 



(3) Tenant Leases
  2010
    
    $
    2,444,3732011
    
    
    4,226,5472012
    
    
    4,690,3132013
    
    
    4,690,5122014
    
    
    4,927,753Thereafter
    
    
    31,304,266Total
    
    $
    52,283,764
 (4) Management Fees
   17




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INDEPENDENT AUDITORS REPORT
 
      
  18




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##### 



840 FIRST STREET, NE
 STATEMENT OF REVENUES AND CERTAIN EXPENSES
 Year ended December 31, 2010
 2010Revenues:Rental
    
    $
    7,143,901Tenant Reimbursement
    
    
    4,790,07811,933,979Certain expenses:Real estate taxes
    
    
    2,042,184Utilities
    
    
    1,121,170Service contracts
    
    
    747,581Management fees (note 4)
    
    
    124,191Repair and maintenance expense
    
    
    138,591Insurance
    
    
    34,423Payroll and administrative
    
    
    405,557Other
    
    
    177,8734,791,570Revenues in excess of certain expenses
    
    $
    7,142,409
   19




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##### 



840 FIRST STREET, NE
 NOTES TO STATEMENT OF REVENUES AND CERTAIN EXPENSES
 Year ended December 31, 2010
 (1) Background
  (2) Summary of Significant Accounting Policies and Other Matters
 (a) Basis of Presentation
  (b) Revenue Recognition
  (c) Use of Estimates
  (d) Subsequent Events
  (3) Tenant Leases
  2011
    
    $
    7,845,7562012
    
    
    8,077,2462013
    
    
    5,447,915Total
    
    $
    21,370,917
  20




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##### 



(4) Management Fees
   21




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##### 



INDEPENDENT AUDITORS REPORT
 
      
  22




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##### 



ONE FAIR OAKS
 STATEMENTS OF REVENUES AND CERTAIN EXPENSES
 Three months ended March 31, 2011 (unaudited) and Year ended December 31, 2010
 2011
    
    
    2010(unaudited)Revenues:Rental
    
    $
    1,114,241
    
    
    $
    4,456,959Tenant reimbursement
    
    
    610,196
    
    
    
    2,543,9631,724,437
    
    
    
    7,000,922Certain expenses:Real estate taxes
    
    
    145,756
    
    
    
    552,998Utilities
    
    
    180,102
    
    
    
    610,899Payroll and Administrative
    
    
    44,782
    
    
    
    171,246Service contracts
    
    
    109,154
    
    
    
    488,675Management fees (note 4)
    
    
    46,739
    
    
    
    186,017Repairs and maintenance
    
    
    93,023
    
    
    
    401,906Insurance
    
    
    12,319
    
    
    
    51,115Other
    
    
    8,423
    
    
    
    122,649640,298
    
    
    
    2,585,505Revenues in excess of certain expenses
    
    $
    1,084,139
    
    
    $
    4,415,417
   23




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##### 



ONE FAIR OAKS
 NOTES TO STATEMENTS OF REVENUES AND CERTAIN EXPENSES
 Three months ended March 31, 2011 (unaudited) and Year ended December 31, 2010
 (1) Background
  (2) Summary of Significant Accounting Policies and Other Matters
 (a) Basis of Presentation
   (b) Revenue Recognition
  (c) Use of Estimates
  (d) Subsequent Events
   24




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##### 



(3) Tenant Leases
  2011
    
    $
    5,026,3202012
    
    
    5,156,0102012
    
    
    5,289,0722014
    
    
    5,425,5942015
    
    
    5,533,805Thereafter
    
    
    5,671,147Total
    
    $
    32,101,948
 (4) Management Fees
   25




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##### 



SIGNATURE Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized. FIRST POTOMAC
REALTY TRUST July 1, 2011 /s/ Barry H.
Bass

Barry H. Bass 
Chief Financial Officer  1




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EXHIBIT INDEX Exhibit No.23.1
  
  Consent of KPMG LLP
  2