UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
 For the quarterly period ended June 30, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the transition period from  to
 Commission file number:    1-9900
 PACIFIC OFFICE PROPERTIES TRUST, INC.
  Maryland
    
    86-0602478(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 233 Wilshire Boulevard, Suite 830
Santa Monica, CA  90401
 (310) 395-2083
 (Former name, former address and former fiscal year, if changed since last report)
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller Reporting Company þ
 o þ
 APPLICABLE ONLY TO CORPORATE ISSUERS:




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PACIFIC OFFICE PROPERTIES TRUST, INC.
TABLE OF CONTENTS
FORM 10-Q
 PageExplanatory Note
    
    
    iiPART I  FINANCIAL STATEMENTSItem 1. Financial Statements
    
    
    1Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    26Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    42Item 4. Controls and Procedures
    
    
    42PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    43Item 1A. Risk Factors
    
    
    43Item 6. Exhibits
    
    
    43Certification of the Chief Executive OfficerCertification of the Chief Financial OfficerCertification of the Chief Executive Officer and Chief Financial Officer
  i




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PACIFIC OFFICE PROPERTIES TRUST, INC.
FORM 10-Q
 
 Explanatory Note
  Business Combinations
 ii




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##### 



PART I  FINANCIAL STATEMENTS
 
 Item 1. Financial Statements.
 Pacific Office Properties Trust, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share data)
(unaudited)
 WaterfrontJune 30, 2008
    
    
    December 31, 2007ASSETSInvestments in real estate, net
    
    $
    397,482
    
    
    $
    59,587Cash and cash equivalents
    
    
    11,228
    
    
    
    2,619Restricted cash
    
    
    5,852
    
    
    
    1,708Rents and other receivables
    
    
    4,218
    
    
    
    1,743Intangible assets, net
    
    
    46,664
    
    
    
    6,009Other assets, net
    
    
    4,265
    
    
    
    8,505Goodwill
    
    
    59,388
    
    
    
    Investment in unconsolidated joint ventures
    
    
    7,738
    
    
    
    Total assets
    
    $
    536,835
    
    
    $
    80,171LIABILITIES, MINORITY INTERESTS AND
STOCKHOLDERS EQUITY (MEMBERS DEFICIT)Mortgage and other secured loans
    
    $
    397,094
    
    
    $
    111,000Unsecured notes payable to related parties
    
    
    19,736
    
    
    
    Accounts payable and other liabilities
    
    
    14,698
    
    
    
    5,831Acquired below market leases, net
    
    
    13,008
    
    
    
    107Total liabilities
    
    
    444,536
    
    
    
    116,938Minority Interests
    
    
    86,142
    
    
    
    Stockholders equity (members deficit):Proportionate Voting Preferred Stock
    
    
    
    
    
    
    Preferred stock, $0.0001 par value, 100,000,000 shares authorized,
no shares issued and outstanding at June 30, 2008
    
    
    
    
    
    
    Common Stock, $0.0001 par value, 200,000,000 shares authorized,
3,031,025 shares issued and outstanding at June 30, 2008
    
    
    185
    
    
    
    Class B Common Stock, $0.0001 par value, 200,000 shares authorized,
100 shares issued and outstanding at June 30, 2008
    
    
    
    
    
    
    Additional paid-in capital
    
    
    11,150
    
    
    
    Retained deficit
    
    
    (5,178
    )
    
    
    Members deficit
    
    
    
    
    
    
    (36,767
    )Total stockholders equity (members deficit)
    
    
    6,157
    
    
    
    (36,767
    )Total liabilities, minority interests and stockholders equity
(members deficit)
    
    $
    536,835
    
    
    $
    80,171
  1




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##### 



Pacific Office Properties Trust, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except share and per share data)
(unaudited)
 Pacific Office Properties Trust, Inc.
    
    
    WaterfrontTotal(1)For the
    
    
    For the periodperiod from
    
    
    from March
    
    
    For the period
    
    
    
    
    
    
    For the sixFor the three
    
    
    January 1,
    
    
    20, 2008
    
    
    from January
    
    
    For the three
    
    
    monthsmonths ended
    
    
    2008 through
    
    
    through June
    
    
    1, 2008 through
    
    
    months ended
    
    
    ended JuneJune 30, 2008
    
    
    June 30, 2008
    
    
    30, 2008
    
    
    March 19, 2008
    
    
    June 30, 2007
    
    
    30, 2007Revenue:Rental
    
    $
    11,090
    
    
    $
    15,502
    
    
    $
    12,501
    
    
    $
    3,001
    
    
    $
    3,169
    
    
    $
    6,228Tenant reimbursements
    
    
    4,975
    
    
    
    7,157
    
    
    
    5,587
    
    
    
    1,570
    
    
    
    1,120
    
    
    
    2,316Parking
    
    
    2,048
    
    
    
    2,874
    
    
    
    2,312
    
    
    
    562
    
    
    
    655
    
    
    
    1,322Interest and other
    
    
    141
    
    
    
    209
    
    
    
    180
    
    
    
    29
    
    
    
    218
    
    
    
    112Total revenue
    
    
    18,254
    
    
    
    25,742
    
    
    
    20,580
    
    
    
    5,162
    
    
    
    5,162
    
    
    
    9,978Operating Expenses:Rental property operating
    
    
    10,505
    
    
    
    15,345
    
    
    
    11,729
    
    
    
    3,616
    
    
    
    3,461
    
    
    
    6,643General and administrative
    
    
    1,120
    
    
    
    17,408
    
    
    
    17,378
    
    
    
    30
    
    
    
    2,138
    
    
    
    2,138Depreciation and amortization
    
    
    7,056
    
    
    
    8,763
    
    
    
    7,936
    
    
    
    827
    
    
    
    1,057
    
    
    
    2,108Interest
    
    
    6,653
    
    
    
    9,053
    
    
    
    7,501
    
    
    
    1,552
    
    
    
    1,802
    
    
    
    3,631Other
    
    
    
    
    
    
    143
    
    
    
    35
    
    
    
    108
    
    
    
    
    
    
    
    Total operating expenses
    
    
    25,334
    
    
    
    50,712
    
    
    
    44,579
    
    
    
    6,133
    
    
    
    8,458
    
    
    
    14,520Loss before equity in loss of unconsolidated
joint ventures and minority interests
    
    
    (7,080
    )
    
    
    (24,970
    )
    
    
    (23,999
    )
    
    
    (971
    )
    
    
    (3,296
    )
    
    
    (4,542
    )Equity in loss of unconsolidated
joint ventures
    
    
    (26
    )
    
    
    (29
    )
    
    
    (29
    )
    
    
    
    
    
    
    
    
    
    
    Loss before minority interests
    
    
    (7,106
    )
    
    
    (24,999
    )
    
    
    (24,028
    )
    
    
    (971
    )
    
    
    (3,296
    )
    
    
    (4,542
    )Minority interests
    
    
    5,148
    
    
    
    18,850
    
    
    
    18,850
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    $
    (1,958
    )
    
    $
    (6,149
    )
    
    $
    (5,178
    )
    
    $
    (971
    )
    
    $
    (3,296
    )
    
    $
    (4,542
    )Priority allocation to preferred unit holders
    
    
    
    
    
    
    (493
    )
    
    
    
    
    
    
    (493
    )
    
    
    568
    
    
    
    Net loss available to common stockholders -
basic and diluted
    
    $
    (1,958
    )
    
    $
    (6,642
    )
    
    $
    (5,178
    )
    
    $
    (1,464
    )
    
    $
    (2,728
    )
    
    $
    (4,542
    )Net loss per common share - basic and diluted
    
    $
    (0.65
    )
    
    
    
    
    
    $
    (1.71
    )Weighted average number of common shares
outstanding - basic and diluted
    
    
    3,031,125
    
    
    
    
    
    
    
    3,031,125Net loss per Common Unit
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (0.42
    )
    
    $
    (0.78
    )
    
    $
    (1.30
    )Weighted average number of Common Units
outstanding - basic and diluted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,494,624
    
    
    
    3,494,624
    
    
    
    3,494,624
 
 (1)
    
    Amounts reflected in the Total column represent the sum of
the amounts included herein as the consolidated results of operations of
Waterfront for the period from January 1, 2008 through March 19, 2008 and the consolidated results of operations of the
Company for the period from March 20, 2008 through June 30, 2008.  2




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##### 



Pacific Office Properties Trust, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
 Pacific Office Properties Trust, Inc.
    
    
    WaterfrontTotal(2)For the
    
    
    For the period
    
    
    For the periodperiod from
    
    
    from March
    
    
    from January
    
    
    For the sixJanuary 1,
    
    
    20, 2008
    
    
    1, 2008
    
    
    months2008 through
    
    
    through June
    
    
    through March
    
    
    ended JuneJune 30, 2008
    
    
    30, 2008
    
    
    19, 2008
    
    
    30, 2007Operating activitiesNet loss
    
    $
    (6,149
    )
    
    $
    (5,178
    )
    
    $
    (971
    )
    
    $
    (4,542
    )Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:Depreciation and amortization
    
    
    8,763
    
    
    
    7,936
    
    
    
    827
    
    
    
    2,108Interest amortization
    
    
    251
    
    
    
    251
    
    
    
    
    
    
    
    Share based compensation charge
attributable to the Transaction
    
    
    16,194
    
    
    
    16,194
    
    
    
    
    
    
    
    Other share based compensation
    
    
    13
    
    
    
    13
    
    
    
    
    
    
    
    Minority interests
    
    
    (18,850
    )
    
    
    (18,850
    )
    
    
    
    
    
    
    Below market lease amortization, net
    
    
    (1,001
    )
    
    
    (954
    )
    
    
    (47
    )
    
    
    (92
    )Equity in net loss of unconsolidated joint
ventures
    
    
    29
    
    
    
    29
    
    
    
    
    
    
    
    Net distributions received from
unconsolidated joint ventures
    
    
    112
    
    
    
    112
    
    
    
    
    
    
    
    Other
    
    
    365
    
    
    
    (3
    )
    
    
    368
    
    
    
    12Changes in operating assets and liabilities:Rents and other receivables
    
    
    1,324
    
    
    
    890
    
    
    
    434
    
    
    
    (426
    )Other assets
    
    
    682
    
    
    
    138
    
    
    
    544
    
    
    
    1,054Accounts payable and other liabilities
    
    
    907
    
    
    
    1,124
    
    
    
    (217
    )
    
    
    114Net cash provided by (used in) operating activities
    
    
    2,640
    
    
    
    1,702
    
    
    
    938
    
    
    
    (1,772
    )Investing activitiesAcquisition and improvement of real estate
    
    
    (3,724
    )
    
    
    (3,697
    )
    
    
    (27
    )
    
    
    (318
    )Increase in
leasing commissions
    
    
    (343
    )
    
    
    (343
    )
    
    
    
    
    
    
    Deferred acquisition costs and other
    
    
    (4,059
    )
    
    
    
    
    
    
    (4,059
    )
    
    
    (Increase) decrease in restricted cash
    
    
    (1,382
    )
    
    
    (724
    )
    
    
    (658
    )
    
    
    389Net cash (used in) provided by investing activities
    
    
    (9,508
    )
    
    
    (4,764
    )
    
    
    (4,744
    )
    
    
    71Financing activitiesProceeds from issuance of equity securities
    
    
    6,350
    
    
    
    6,350
    
    
    
    
    
    
    
    Cash held by properties upon Effective Date
    
    
    7,178
    
    
    
    7,178
    
    
    
    
    
    
    
    Repayment of mortgage notes payable
    
    
    (74
    )
    
    
    (74
    )
    
    
    
    
    
    
    Deferred financing costs
    
    
    (752
    )
    
    
    (752
    )
    
    
    
    
    
    
    Security
deposits
    
    
    33
    
    
    
    33
    
    
    
    
    
    
    
    Equity contributions
    
    
    4,167
    
    
    
    
    
    
    
    4,167
    
    
    
    2,136Equity distributions
    
    
    (1,425
    )
    
    
    
    
    
    
    (1,425
    )
    
    
    Net cash provided by financing activities
    
    
    15,477
    
    
    
    12,735
    
    
    
    2,742
    
    
    
    2,136Increase (decrease) in cash and cash equivalents
    
    
    8,609
    
    
    
    9,673
    
    
    
    (1,064
    )
    
    
    435Balance at beginning of period
    
    
    2,619
    
    
    
    1,555
    
    
    
    2,619
    
    
    
    4,548Balance at end of period
    
    $
    11,228
    
    
    $
    11,228
    
    
    $
    1,555
    
    
    $
    4,983Supplemental cash flow informationInterest paid
    
    $
    8,061
    
    
    $
    6,096
    
    
    $
    1,965
    
    
    $
    3,631Supplemental Disclosure of Non-Cash Investing and Financing ActivitiesAssets, net, acquired on the Effective Date
    
    
    
    
    
    $
    484,325
    
    
    $
    
    
    
    $
    Liabilities, net, assumed on the Effective Date
    
    
    
    
    
    $
    325,985
    
    
    $
    
    
    
    $
    Issuance of unsecured notes payable to related parties
to acquire managing interests in joint ventures
    
    
    
    
    
    $
    3,041
    
    
    $
    
    
    
    $
    Issuance of common units to acquire managing joint venture interests
    
    
    
    
    
    $
    4,824
    
    
    $
    
    
    
    $
    
 
 (2)
    
    Amounts reflected in the Total column represent the sum of the amounts included herein as the consolidated cash flows of
Waterfront for the period from January 1, 2008 through March 19, 2008 and the consolidated cash flows of the Company for the
period from March 20, 2008 through June 30, 2008.  3




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##### 



Pacific Office Properties Trust, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2008
 1. Organization and Ownership
 Pacific Office Properties
   TOTALNUMBER OF
    
    PORTFOLIOPROPERTIES
    
    BUILDINGS
    
    SQ. FT.Wholly-owned properties
    
    
    8
    
    
    
    11
    
    
    
    2,257,767Unconsolidated
joint venture properties
    
    
    8
    
    
    
    14
    
    
    
    1,065,253Total
    
    
    19
    
    
    
    25
    
    
    
    3,323,020
 Transactions
  4




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5




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Advisor
   Waterfront
   6




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##### 



2. Summary of Significant Accounting Policies
 Basis of Presentation
      Principles of Consolidation
  Determining Whether a General Partner, or the
General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited
Partners Have Certain Rights.
 Investment in Unconsolidated Joint Ventures
  7




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##### 



2 Summary of Significant Accounting
Policies  Impairment
  Consolidation of Variable Interest
Entities
 Income Taxes
   Earnings per Share
 Pacific Office Properties Trust, Inc.
  8




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Waterfront
  Real Estate Properties
 Acquisitions
 Business Combinations,
      Goodwill and Other Intangible Assets,
 9




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##### 



2. Summary of
Accounting Policies  Impairment
 Depreciation
  Pro Forma Financial Information
   Three months ended June 30,
    
    Six months ended June 30,2008
    
    2007
    
    2008
    
    2007(unaudited and in thousands, except per share data)Pro forma revenue
    
    $
    18,254
    
    
    $
    16,253
    
    
    $
    35,962
    
    
    $
    32,697Pro forma net loss - basic and diluted
    
    $
    (1,958
    )
    
    $
    (1,226
    )
    
    $
    (6,564
    )
    
    $
    (5,789
    )Pro forma net loss per share - basic and diluted
    
    $
    (0.65
    )
    
    $
    (0.40
    )
    
    $
    (2.17
    )
    
    $
    (1.91
    )
  Revenue Recognition
 Revenue Recognition in Financial Statements
   10




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##### 



Accounting for Sales of Real Estate
  Cash and Cash Equivalents
   Restricted Cash
  Impairment
 Accounting for the Impairment or Disposal of Long-Lived Asset
   11




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##### 



Repairs, Maintenance and Major Improvements
  Tenant Receivables
  Deferred Financing Costs
  Fair Value of Financial Instruments
 Disclosures about the Fair Value of Financial Instruments
 Use of Estimates in Financial Statements
  Stock-Based Compensation
 Stock-Based Compensation
 Segments
 Disclosures about Segments of an Enterprise and Related Information
 12




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##### 



Recent Accounting Pronouncements
 FIN 48
 Accounting for Uncertainty in Income Taxes-an Interpretation of FASB
Statement 109
 SFAS No. 157
 Fair Value Measurements,
  SFAS No. 159
 The Fair Value Option for Financial Assets and
Financial Liabilities
 SFAS No. 141R
 Business Combinations Business Combinations
 13




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##### 



SFAS No. 160
 Non-controlling Interests in Consolidated
Financial Statements An Amendment to ARB No. 51.
 3. Investments in Real Estate
  WATERFRONTJUNE 30, 2008
    
    
    DECEMBER 31, 2007Land and land improvements
    
    $
    76,197
    
    
    $
    452Building and building improvements
    
    
    303,014
    
    
    
    60,910Tenant improvements
    
    
    24,683
    
    
    
    5,808Furniture, fixtures and equipment
    
    
    1,166
    
    
    
    729Construction in progress
    
    
    5,846
    
    
    
    474Investments in real estate
    
    
    410,906
    
    
    
    68,373Less: accumulated depreciation
    
    
    (13,424
    )
    
    
    (8,786
    )Investments in real estate, net
    
    $
    397,482
    
    
    $
    59,587
 Acquisitions of Consolidated Properties
 Business Combinations
 14




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##### 



Exchanges of Ownership Interests between Entities under Common Control
 Determination of the Measurement Date for the Market Price
of Acquirer Securities Issued in a Purchase Business Combination,
 Acquisitions of Unconsolidated Joint Ventures
      15




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##### 



4. Intangible Assets and Liabilities
  WaterfrontJune 30, 2008
    
    
    December 31, 2007Acquired leasing commissionsGross amount
    
    $
    8,669
    
    
    $
    3,109Accumulated amortization
    
    
    (2,188
    )
    
    
    (1,688
    )Net balance
    
    $
    6,481
    
    
    $
    1,421Acquired leases in placeGross amount
    
    $
    18,335
    
    
    $
    4,165Accumulated amortization
    
    
    (3,918
    )
    
    
    (2,080
    )Net balance
    
    $
    14,417
    
    
    $
    2,085Acquired legal and marketing costsGross amount
    
    $
    1,413
    
    
    $
    230Accumulated amortization
    
    
    (327
    )
    
    
    (200
    )Net balance
    
    $
    1,086
    
    
    $
    30Acquired tenant relationship costsGross amount
    
    $
    19,027
    
    
    $
    Accumulated amortization
    
    
    (657
    )
    
    
    Net balance
    
    $
    18,370
    
    
    $
    Acquired other intangiblesGross amount
    
    $
    6,587
    
    
    $
    2,692Accumulated amortization
    
    
    (277
    )
    
    
    (219
    )Net balance
    
    $
    6,310
    
    
    $
    2,473Intangible assets, net
    
    $
    46,664
    
    
    $
    6,009Acquired below market leasesGross amount
    
    $
    14,013
    
    
    $
    447Accumulated amortization
    
    
    (1,005
    )
    
    
    (340
    )Acquired below market leases, net
    
    $
    13,008
    
    
    $
    107
 16




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##### 



5. Investment in Unconsolidated Joint Ventures
   ASSETSInvestments in real estate
    
    $
    158,119Less: accumulated depreciation and amortization
    
    
    (13,613
    )Investments in real estate, net
    
    
    144,506Cash and cash equivalents, including restricted cash
    
    
    5,551Rents and other receivables
    
    
    2,782Other assets
    
    
    6,542Total assets
    
    $
    159,381LIABILITIES AND MEMBERS EQUITYMortgage and other secured loans
    
    $
    132,150Accounts payable and other liabilities
    
    
    5,233Acquired below market leases, net
    
    
    4,222Total liabilities
    
    
    141,605Members Equity
    
    
    17,776Total liabilities and members equity
    
    $
    159,381
  Revenue:Rental
    
    $
    3,163Tenant reimbursements
    
    
    489Parking
    
    
    168Interest and other
    
    
    118Total revenue
    
    
    3,938Operating Expenses:Rental property operating
    
    
    1,760General, administrative and other
    
    
    142Depreciation and amortization
    
    
    1,768Interest
    
    
    1,374Total operating expenses
    
    
    5,044Net loss
    
    $
    (1,106
    )Initial Company share based on ownership interest percentages
    
    $
    (135
    )Adjustments for preferential allocations, incentive interests and other
    
    
    109Equity in net loss of unconsolidated joint ventures
    
    $
    (26
    )
 17




---



##### 



6. Mortgage and Other Secured Loans
  OUTSTANDING
    
    UNAMORTIZEDPRINCIPAL
    
    PREMIUM
    
    
    
    
    
    INTEREST RATE
    
    MATURITYPROPERTY
    
    BALANCE
    
    (DISCOUNT)
    
    NET
    
    AT JUNE 30, 2008
    
    DATE
    
    AMORTIZATIONClifford Center
    
    $
    3,870
    
    
    $
    
    
    
    $
    3,870
    
    
    
    7.2500
    %
    
    
    08/15/08
    
    
    183 monthsDavies Pacific
Center
    
    
    95,000
    
    
    
    (1,127
    )
    
    
    93,873
    
    
    
    5.8600
    %
    
    
    11/11/16
    
    
    Interest OnlyFirst Insurance
Center
    
    
    38,000
    
    
    
    (701
    )
    
    
    37,299
    
    
    
    5.7350
    %
    
    
    01/01/16
    
    
    Interest OnlyFirst Insurance
Center
    
    
    14,000
    
    
    
    (261
    )
    
    
    13,739
    
    
    
    5.3950
    %
    
    
    01/06/16
    
    
    Interest OnlyPacific Business
News Building
    
    
    11,867
    
    
    
    86
    
    
    
    11,953
    
    
    
    6.9800
    %
    
    
    04/06/10
    
    
    360 monthsPan Am Building
    
    
    60,000
    
    
    
    (45
    )
    
    
    59,955
    
    
    
    6.1700
    %
    
    
    08/11/16
    
    
    Interest OnlyWaterfront Plaza
    
    
    100,000
    
    
    
    
    
    
    
    100,000
    
    
    
    6.3735
    %
    
    
    09/11/16
    
    
    Interest OnlyWaterfront Plaza
    
    
    11,000
    
    
    
    
    
    
    
    11,000
    
    
    
    6.3735
    %
    
    
    09/11/16
    
    
    Interest OnlyCity Square
    
    
    27,500
    
    
    
    (288
    )
    
    
    27,212
    
    
    
    5.5772
    %
    
    
    09/01/10
    
    
    Interest OnlyCity Square
    
    
    26,612
    
    
    
    
    
    
    
    26,612
    
    
    LIBOR + 2.35%
    
    
    09/01/10
    
    
    Interest OnlySorrento Technology
Center
    
    
    11,800
    
    
    
    (219
    )
    
    
    11,581
    
    
    
    5.7500
    %
    
    
    01/11/16
    
    
    Interest OnlyTotal
    
    $
    399,649
    
    
    $
    (2,555
    )
    
    $
    397,094
 18




---



##### 



AS OFJUNE 30,20082008
    
    $
    3,9382009
    
    
    1462010
    
    
    65,7652011
    
    
    2012
    
    
    Thereafter
    
    
    329,800$
    399,649
 7. Unsecured Notes Payable to Related Parties
    8. Derivative Instruments
  19




---



##### 



9. Commitments and Contingencies
 Minimum Future Ground Rents
  AS OFJUNE 30,2008For the year ending:2008
    
    $
    9302009
    
    
    2,3062010
    
    
    2,4302011
    
    
    2,4402012
    
    
    2,451Thereafter
    
    
    220,740$
    231,297
   Contingencies
  Concentration of Credit Risk
   20




---



##### 



Conditional Asset Retirement Obligations
 Accounting for Conditional Asset Retirement
Obligationsan interpretation of FASB Statement No. 143 Accounting for Asset Retirement
Obligations
 Clifford Center Ground Lease
  Waterfront Ground Lease
  Restaurant Row Theatre Venture Lease Termination
  21




---



##### 



Purchase Commitments
  Tax Protection Arrangements
  10. Description of Equity Securities and Calculation of Minority Interests and Earnings per Share
      22




---



##### 



11. Related Party Transactions
  23




---



##### 



WATERFRONTFor the periodfrom JanuaryFor the period
    
    1, 2008
    
    For the three
    
    For the sixFor the three
    
    from March 20,
    
    through
    
    months
    
    monthsmonths ended
    
    2008 through
    
    March 19,
    
    ended June
    
    ended JuneJune 30, 2008
    
    June 30, 2008
    
    2008
    
    30, 2007
    
    30, 2007Property Management Fees
    
    $
    805
    
    
    $
    950
    
    
    $
    163
    
    
    $
    230
    
    
    $
    362Leasing Commissions
    
    
    63
    
    
    
    187
    
    
    
    
    
    
    
    79
    
    
    
    85Advisory Fee
    
    
    188
    
    
    
    188
    
    
    
    
    
    
    
    
    
    
    
    Interest
    
    
    27
    
    
    
    27
    
    
    
    
    
    
    
    
    
    
    
    Professional Fees
    
    
    20
    
    
    
    21
    
    
    
    3
    
    
    
    2
    
    
    
    3Total
    
    $
    1,103
    
    
    $
    1,373
    
    
    $
    166
    
    
    $
    311
    
    
    $
    450
         24




---



##### 



12. Share-Based Payments
    13. Subsequent Events
  25




---



##### 



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Note Regarding Forward-Looking Statements
     Overview
  26




---



##### 



27




---



##### 



RENTABLEPROPERTY
    
    MARKET
    
    SQ. FT.Waterfront Plaza
    
    Honolulu
    
    
    523,691500 Ala Moana BoulevardDavies Pacific Center
    
    Honolulu
    
    
    355,792841 Bishop StreetPan Am Building
    
    Honolulu
    
    
    211,0971600 Kapiolani BoulevardFirst Insurance Center
    
    Honolulu
    
    
    201,8501100 Ward AvenuePacific Business News Building
    
    Honolulu
    
    
    89,9941833 Kalakaua AvenueClifford Center
    
    Honolulu
    
    
    73,680810 Richards StreetCity Square
    
    Phoenix
    
    
    738,3003800 North Central Avenue
3838 North Central Avenue
4000 North Central AvenueSorrento Technology Center
    
    San Diego
    
    
    63,36310140 Barnes Canyon Road
10180 Barnes Canyon Road
 28




---



##### 



RENTABLE
    
    PERCENTAGEPROPERTY
    
    MARKET
    
    SQ. FT.
    
    OWNERSHIPSeville Plaza
    
    San Diego
    
    
    138,277
    
    
    
    7.50
    %5469 Kearny Villa Road
5471 Kearny Villa Road
5473 Kearny Villa RoadTorrey Hills Corporate Center
    
    San Diego
    
    
    24,066
    
    
    
    32.17
    %11250 El Camino RealPalomar
Heights Plaza
    
    San Diego5860 Owens Avenue (Building A)
    
    
    
    
    
    
    15,947
    
    
    
    32.17
    %5876 Owens Avenue (Building B)
    
    
    
    
    
    
    16,576
    
    
    
    32.17
    %5868 Owens Avenue (Building C)
    
    
    
    
    
    
    13,863
    
    
    
    32.17
    %Palomar Heights Corporate
 Center
    
    San Diego
    
    
    64,796
    
    
    
    32.17
    %5857 Owens AvenueScripps Ranch Business Park9775 Business Park Avenue
    
    San Diego
    
    
    24,312
    
    
    
    32.17
    %10021 Willow Creek Road
    
    San Diego
    
    
    24,972
    
    
    
    32.17
    %Black Canyon Corporate Center
    
    Phoenix
    
    
    220,205
    
    
    
    17.50
    %16404 N. Black Canyon HighwayU.S. Bank Center
    
    Phoenix
    
    
    370,397
    
    
    
    7.50
    %101 N. First Avenue
21 West Van Buren StreetKalakaua Business Center
    
    Honolulu
    
    
    151,842
    
    
    
    17.50
    %2155 Kalakaua Avenue
  29




---



##### 



The Transactions Included in the Master Agreement
    Accounting Acquirer
  Market Information
  Honolulu Office Market
  Phoenix Office Market
  30




---



##### 



San Diego Office Market
  Option Properties
  31




---



##### 



RENTABLEPROPERTY
    
    MARKET
    
    SQ. FT.South Coast Executive Center
    
    Orange County
    
    
    60,9931503 South Coast DriveVia Frontera Business Park
    
    San Diego
    
    
    78,81910965 Via Frontera Drive
10993 Via Frontera DrivePoway Flex
    
    San Diego
    
    
    112,00013550 Stowe DriveCarlsbad Corporate Center
    
    San Diego
    
    
    125,0001950 Camino Vida RobleSavi Tech Center
    
    Orange County
    
    
    372,327Savi Tech -22705 Savi Ranch Parkway
Savi Tech -22715 Savi Ranch Parkway
Savi Tech -22725 Savi Ranch Parkway
Savi Tech -22745 Savi Ranch ParkwayYorba Linda Business Park
    
    Orange County
    
    
    166,04122343-22349 La Palma AvenueGateway Corporate Center
    
    San Gabriel
    
    
    85,4901370 Valley Vista Drive
  Critical Accounting Policies
  32




---



##### 



Investment in Real Estate. Business Combinations Exchanges of Ownership Interests between Entities under Common Control
 Determination of the Measurement Date for the Market Price
of Acquirer Securities Issued in a Purchase Business Combination"
  Impairment of Long-Lived Assets. Accounting for the Impairment or Disposal of Long-Lived Assets
 Goodwill. Goodwill and Other Intangible Assets
 Revenue Recognition. Revenue Recognition in Financial
Statements
 33




---



##### 



Monitoring of Rents and Other Receivables.
 Investments in Joint Ventures Consolidation of Variable Interest Entities Investors Accounting for an
Investee When the Investor Has a Majority of the Voting Interest but the Minority Shareholder or
Shareholders Have Certain Approval or Veto Rights Accounting for
Investments in Real Estate Ventures
  Income Taxes
 34




---



##### 



Results of Operations
  Overview
     Revenues
 Rental Revenue
 Tenant Reimbursements.
 Parking Revenue.
 Interest and Other Revenue.
 Expenses
 Rental Property Operating Expenses.
 General and Administrative
 35




---



##### 



Interest Expense.
 Depreciation and Amortization Expense.
 Liquidity and Capital Resources
 Cash Balances, Available Borrowings and Capital Resources
         36




---



##### 



Indebtedness
 Mortgage and Secured Loans
  BALANCEOUTSTANDING
    
    
    
    
    
    
    
    
    
    DUE ATPRINCIPAL
    
    INTEREST
    
    MATURITY
    
    MATURITY
    
    PREPAYMENT/PROPERTY
    
    BALANCE
    
    RATE
    
    DATE
    
    DATE
    
    DEFEASANCEClifford Center (1)
    
    $
    3,870
    
    
    
    7.25
    %
    
    
    8/15/08
    
    
    $
    3,841
    
    
    
    (2)Davies Pacific Center
    
    
    95,000
    
    
    
    5.86
    %
    
    
    11/11/16
    
    
    
    95,000
    
    
    
    (3)First Insurance Center
    
    
    38,000
    
    
    
    5.74
    %
    
    
    1/1/16
    
    
    
    38,000
    
    
    
    (4)First Insurance Center
    
    
    14,000
    
    
    
    5.40
    %
    
    
    1/6/16
    
    
    
    14,000
    
    
    
    (5)Pacific Business News
Building (6)
    
    
    11,867
    
    
    
    6.98
    %
    
    
    4/6/10
    
    
    
    11,613
    
    
    
    (7)Pan Am Building
    
    
    60,000
    
    
    
    6.17
    %
    
    
    8/11/16
    
    
    
    60,000
    
    
    
    (8)Waterfront Plaza
    
    
    100,000
    
    
    
    6.37
    %
    
    
    9/11/16
    
    
    
    100,000
    
    
    
    (9)Waterfront Plaza
    
    
    11,000
    
    
    
    6.37
    %
    
    
    9/11/16
    
    
    
    11,000
    
    
    
    (10)City Square
    
    
    27,500
    
    
    
    5.58
    %
    
    
    9/1/10
    
    
    
    27,500
    
    
    
    (11)City Square (12)
    
    
    26,612
    
    
    LIBOR + 2.35%
    
    
    9/1/10
    
    
    
    28,500
    
    
    
    (13)Sorrento Technology
Center (14)
    
    
    11,800
    
    
    
    5.75
    % (15)
    
    
    1/11/16
    (15)
    
    
    11,800
    
    
    
    (16)
 
 (1)
    
    Requires monthly principal and interest payments of $38. We expect to extend this loan prior
to its maturity date of August 15, 2008.(2)
    
    Loan is prepayable, subject to prepayment premium equal to greater of 2% of amount prepaid or
yield maintenance.(3)
    
    Loan is prepayable, after second anniversary of its securitization, subject to prepayment
premium equal to greater of (a) 1% of amount prepaid or (b) yield maintenance. No premium due
after August 11, 2016.(4)
    
    Loan is prepayable subject to a prepayment premium in an amount equal to the greater of 3% of
outstanding principal amount or yield maintenance. No premium due after October 1, 2015.
Loan may also be defeased after earlier of December 2008 or two years after the start-up
date of the loan, if securitized.(5)
    
    Loan is not prepayable until October 6, 2015; however, loan may be defeased after earlier of
August 2009 and two years after the start-up date of the loan, if securitized. No premium
is due upon prepayment.(6)
    
    Requires monthly principal and interest payments of $81.(7)
    
    Loan may not be prepaid until February 6, 2010. No premium is due upon prepayment. Loan may
be defeased after the earlier of September 2008 or two years after the start-up date of the
loan, if securitized.(8)
    
    Loan may be prepaid following second anniversary of its securitization subject to a
prepayment premium equal to greater of 1% of principal balance of loan or yield maintenance.
No premium is due after May 11, 2016.(9)
    
    Loan may be prepaid subject to payment of a yield maintenance-based prepayment premium; no
premium is due after June 11, 2016. Loan may also be defeased after the date that is two
years from the start-up date of the loan, if securitized.(10)
    
    Loan may be prepaid subject to payment of a yield maintenance-based prepayment premium; no
premium is due after June 11, 2016.(11)
    
    Loan may not be prepaid until June 1, 2010. Loan may be defeased at any time after the
earlier of October 1, 2008 or the date that is two years after the start-up date of the
loan, if securitized.(12)
    
    Assumes entire loan amount is advanced.(13)
    
    Loan may be prepaid subject to payment of a fee in amount of $285 (until August 21, 2008) or
$142 (after that date).(14)
    
    From and after January 11, 2010, requires monthly principal and interest payments in the
amount of $69.(15)
    
    Although the maturity date is January 11, 2036, January 11, 2016 is the anticipated repayment
date because the interest rate adjusts as of January 11, 2016 to greater of 7.75% or treasury
rate plus 70 basis points, plus 2.7%.(16)
    
    No prepayment is permitted prior to October 11, 2016. Loan may be defeased after the earlier
of December 15, 2009 or second anniversary of the start-up date of the loan, if securitized.   37




---



##### 



Subordinated Promissory Notes
    Distributions
  38




---



##### 



Related Party Transactions
   WATERFRONTFor the periodfrom JanuaryFor the period
    
    1, 2008
    
    For the three
    
    For the sixFor the three
    
    from March 20,
    
    through
    
    months
    
    monthsmonths ended
    
    2008 through
    
    March 19,
    
    ended June
    
    ended JuneJune 30, 2008
    
    June 30, 2008
    
    2008
    
    30, 2007
    
    30, 2007Property Management Fees
    
    $
    805
    
    
    $
    950
    
    
    $
    163
    
    
    $
    230
    
    
    $
    362Leasing Commissions
    
    
    63
    
    
    
    187
    
    
    
    
    
    
    
    79
    
    
    
    85Advisory Fee
    
    
    188
    
    
    
    188
    
    
    
    
    
    
    
    
    
    
    
    Interest
    
    
    27
    
    
    
    27
    
    
    
    
    
    
    
    
    
    
    
    Professional Fees
    
    
    20
    
    
    
    21
    
    
    
    3
    
    
    
    2
    
    
    
    3Total
    
    $
    1,103
    
    
    $
    1,373
    
    
    $
    166
    
    
    $
    311
    
    
    $
    450
      39




---



##### 



40




---



##### 



New Accounting Pronouncements
 FIN 48
 Accounting for Uncertainty in Income Taxes-an Interpretation of FASB
Statement 109
 SFAS No. 157
 Fair Value Measurements,
  SFAS No. 159
 The Fair Value Option for Financial Assets and
Financial Liabilities
 SFAS No. 141R
 Business Combinations Business Combinations
 41




---



##### 



SFAS No. 160
 Non-controlling Interests in Consolidated
Financial Statements An Amendment to ARB No. 51.
 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
  
 Item 4. Controls and Procedures.
   42




---



##### 



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  
 Item 1A. Risk Factors.
 
 
 Item 6. Exhibits.
 Exhibit No.
    
    Description10.1
    
    Purchase and Contribution Agreement and Joint Escrow Instructions dated
as of February 27, 2008 between 5 Torrey Hills Venture, LLC and Shidler West
Investment Partners, LP (Filed herewith).10.2
    
    Purchase and Sale Agreement and Joint Escrow Instructions dated as of
February 27, 2008 by and among Buie Carlsbad Building A, LLC, Buie Carlsbad Lot 10,
LLC and Shidler West Investment Partners, LP (Filed herewith).10.3
    
    Purchase and Sale Agreement and Joint Escrow Instructions dated as of
February 27, 2008 by and among Buie Carlsbad Building B LLC and Shidler West
Investment Partners, LP (Filed herewith).10.4
    
    Purchase and Sale Agreement and Joint Escrow Instructions dated as of
February 27, 2008 between Buie Scripps Ranch Office Building LLC and Shidler West
Investment Partners, LP (Filed herewith).10.5
    
    Purchase and Contribution Agreement and Joint Escrow Instructions dated
as of February 27, 2008 between Buie Carlsbad LLC and Shidler West Investment
Partners, LP (Filed herewith).10.6
    
    Membership Interest Purchase Agreement dated as of April 30, 2008 by and
among the Pacific Office Properties, L.P., and STIRR Black Canyon, LLC, and POP/BC
Mezzanine, L.L.C. (Filed herewith).10.7
    
    Membership Interest Purchase Agreement dated as of May 23, 2008 by and
among the Pacific Office Properties, L.P., STIRR USB Towers, LLC and POP/USB
Partners, LLC (Filed herewith).10.8
    
    Membership Interest Purchase Agreement dated as of May 23, 2008 by and
among the Pacific Office Properties, L.P., STIRR 2155 Kalakaua, LLC and 2155
Mezzanine, LLC (Filed herewith).10.9
    
    First Amendment to Amended and Restated Agreement of Limited Partnership
of Pacific Office Properties, L.P. dated as of April 30, 2008 (Filed herewith).
 43




---



##### 



Exhibit No.
    
    Description10.10
    
    Second Amendment to Amended and Restated Agreement of Limited
Partnership of Pacific Office Properties, L.P. dated as of June 19, 2008 (Filed
herewith).10.11
    
    Form of Promissory Note (Filed herewith).31.1
    
    Certification of Chief Executive Officer pursuant to Item 601(b)(31) of
Regulation S-K. (Filed herewith).31.2
    
    Certification of Chief Financial Officer pursuant to Item 601(b)(31) of
Regulation S-K. (Filed herewith).32.1
    
    Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Item 601(b)(32) of Regulation S-K. (Filed herewith).
 44




---



##### 



SIGNATURES
  PACIFIC OFFICE PROPERTIES TRUST, INC.Date:  August 14, 2008
    /s/ James M. KasimJames M. KasimChief Financial Officer 45