UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q/A
 (Amendment No. 1)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2009
 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
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ
 APPLICABLE ONLY TO CORPORATE ISSUERS:




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PACIFIC OFFICE PROPERTIES TRUST, INC.
TABLE OF CONTENTS
FORM 10-Q/A
 PageExplanatory Note
    
    3PART I  FINANCIAL INFORMATIONItem 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    4PART II  OTHER INFORMATIONItem 1A. Risk Factors
    
    20Item 6. Exhibits
    
    21Certification of the Chief Executive OfficerCertification of the Chief Financial Officer
  2




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PACIFIC OFFICE PROPERTIES TRUST, INC.
FORM 10-Q/A
 
 Explanatory Note
    3




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PART I  FINANCIAL INFORMATION
 
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Note Regarding Forward-Looking Statements
     4




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Overview
   www.pacificofficeproperties.com
  Consolidated Properties
 RENTABLEPROPERTY
    
    MARKET
    
    
    BUILDINGS
    
    
    SQ. FT.Waterfront Plaza
    
    Honolulu
    
    
    1
    
    
    
    534,475500 Ala Moana BoulevardDavies Pacific Center
    
    Honolulu
    
    
    1
    
    
    
    353,224841 Bishop StreetPan Am Building
    
    Honolulu
    
    
    1
    
    
    
    209,8891600 Kapiolani BoulevardFirst Insurance Center
    
    Honolulu
    
    
    1
    
    
    
    202,9921100 Ward AvenuePacific Business News Building
    
    Honolulu
    
    
    1
    
    
    
    90,5591833 Kalakaua AvenueClifford Center
    
    Honolulu
    
    
    1
    
    
    
    72,415810 Richards StreetCity Square
    
    Phoenix
    
    
    3
    
    
    
    738,4223800 North Central Avenue3838 North Central Avenue4000 North Central AvenueSorrento Technology Center
    
    San Diego
    
    
    2
    
    
    
    63,36310140 Barnes Canyon Road10180 Barnes Canyon RoadTotal  Consolidated Properties
    
    
    
    
    
    
    11
    
    
    
    2,265,339
  5




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Joint Venture Properties
 RENTABLE
    
    PERCENTAGEPROPERTY
    
    MARKET
    
    BUILDINGS
    
    SQ. FT.
    
    OWNERSHIPSeville Plaza
    
    San Diego
    
    
    3
    
    
    
    138,576
    
    
    
    7.50
    %5469 Kearny Villa Road5471 Kearny Villa Road5473 Kearny Villa RoadTorrey Hills Corporate Center
    
    San Diego
    
    
    1
    
    
    
    24,066
    
    
    
    32.17
    %11250 El Camino RealPalomar Heights Plaza
    
    San Diego
    
    
    3
    
    
    
    45,538
    
    
    
    32.17
    %5860 Owens Avenue (Building A)5876 Owens Avenue (Building B)5868 Owens Avenue (Building C)Palomar Heights Corporate Center
    
    San Diego
    
    
    1
    
    
    
    64,812
    
    
    
    32.17
    %5857 Owens Avenue (Corporate Center)Scripps Ranch Business Park
    
    San Diego
    
    
    2
    
    
    
    47,248
    
    
    
    32.17
    %9775 Business Park Avenue10021 Willow Creek RoadBlack Canyon Corporate Center
    
    Phoenix
    
    
    1
    
    
    
    218,694
    
    
    
    17.50
    %16404 N. Black Canyon HighwayU.S. Bank Center
    
    Phoenix
    
    
    2
    
    
    
    372,676
    
    
    
    7.50
    %101 N. First Avenue21 West Van Buren StreetBank of Hawaii Waikiki Center
    
    Honolulu
    
    
    1
    
    
    
    152,288
    
    
    
    17.50
    %2155 Kalakaua AvenueSouth Coast Executive Center
    
    Orange County
    
    
    1
    
    
    
    61,025
    
    
    
    10.00
    %1503 South Coast DriveVia Frontera Business Park
    
    San Diego
    
    
    2
    
    
    
    78,819
    
    
    
    10.00
    %10965 Via Frontera Drive10993 Via Frontera DrivePoway Flex
    
    San Diego
    
    
    1
    
    
    
    112,000
    
    
    
    10.00
    %13550 Stowe Drive (Poway)Carlsbad Corporate Center
    
    San Diego
    
    
    1
    
    
    
    121,528
    
    
    
    10.00
    %1950 Camino Vida RobleSavi Tech Center
    
    Orange County
    
    
    4
    
    
    
    372,327
    
    
    
    10.00
    %Savi Tech -22705 Savi Ranch ParkwaySavi Tech -22715 Savi Ranch ParkwaySavi Tech -22725 Savi Ranch ParkwaySavi Tech -22745 Savi Ranch ParkwayYorba Linda Business Park
    
    Orange County
    
    
    5
    
    
    
    166,042
    
    
    
    10.00
    %22343 La Palma Avenue22345 La Palma Avenue22347 La Palma Avenue22349 La Palma Avenue22833 La Palma AvenueGateway Corporate Center
    
    San Gabriel
    
    
    1
    
    
    
    85,216
    
    
    
    10.00
    %1370 Valley Vista DriveTotal  Joint Venture Properties
    
    
    
    
    
    
    29
    
    
    
    2,060,855PORTFOLIO TOTALS:
    
    
    
    
    
    
    40
    
    
    
    4,326,194
  6




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The Transactions Included in the Master Agreement
    Market Information
  Honolulu Segment
 Honolulu Office Market
  7




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Western United States Segment
 Phoenix Office Market
  San Diego Office Market
  Critical Accounting Policies
  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
 8




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Impairment of Long-Lived Assets. Accounting for the Impairment or
Disposal of Long-Lived Assets
 Goodwill. Goodwill and Other Intangible Assets
 Revenue Recognition.
   9




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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 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.
 Income Taxes
  Results of Operations
  Overview
  10




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Comparison of three months ended March 31, 2009 to the three months ended March 31, 2008
 Revenues
 Rental Revenue
 Tenant Reimbursements.
 Parking Revenue.
 Expenses
 Rental Property Operating Expenses.
 General and Administrative
 Depreciation and Amortization Expense.
 11




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Interest Expense.
 Liquidity and Capital Resources
 Cash Balances, Available Borrowings and Capital Resources
      Cash Flows
   12




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Indebtedness
 Mortgage and Collateralized Loans
  BALANCEDUE ATINTEREST
    
    
    MATURITY
    
    
    MATURITY
    
    
    PREPAYMENT/PROPERTY
    
    AMOUNT
    
    
    RATE
    
    
    DATE
    
    
    DATE
    
    
    DEFEASANCEClifford Center (1)
    
    
    3,675
    
    
    
    6.00
    %
    
    
    8/15/2011
    
    
    
    3,032
    
    
    
    (2
    )Davies Pacific Center
    
    
    95,000
    
    
    
    5.86
    %
    
    
    11/11/2016
    
    
    
    95,000
    
    
    
    (3
    )First Insurance Center
    
    
    38,000
    
    
    
    5.74
    %
    
    
    1/1/2016
    
    
    
    38,000
    
    
    
    (4
    )First Insurance Center
    
    
    14,000
    
    
    
    5.40
    %
    
    
    1/6/2016
    
    
    
    14,000
    
    
    
    (5
    )Pacific Business News Building (6)
    
    
    11,760
    
    
    
    6.98
    %
    
    
    4/6/2010
    
    
    
    11,613
    
    
    
    (7
    )Pan Am Building
    
    
    60,000
    
    
    
    6.17
    %
    
    
    8/11/2016
    
    
    
    60,000
    
    
    
    (8
    )Waterfront Plaza
    
    
    100,000
    
    
    
    6.37
    %
    
    
    9/11/2016
    
    
    
    100,000
    
    
    
    (9
    )Waterfront Plaza
    
    
    11,000
    
    
    
    6.37
    %
    
    
    9/11/2016
    
    
    
    11,000
    
    
    
    (10
    )City Square
    
    
    27,500
    
    
    
    5.58
    %
    
    
    9/1/2010
    
    
    
    27,500
    
    
    
    (11
    )City Square (12)
    
    
    26,612
    
    
    LIBOR + 2.35%
    
    
    9/1/2010
    
    
    
    26,612
    
    
    
    (13
    )Sorrento Technology Center (14)
    
    
    11,800
    
    
    
    5.75
    %(15)
    
    
    1/11/2016
    (15)
    
    
    11,800
    
    
    
    (16
    )Subtotal
    
    $
    399,347Revolving line of credit (17)
    
    
    3,000
    
    
    Prime Rate +2.25%or 

LIBOR +3.50%
    
    
    8/25/2010
    
    
    
    3,000Outstanding principal balance
    
    $
    402,347Less: Unamortized discount, net
    
    
    (2,267
    )Net
    
    $
    400,080
 
 (1)
    
    Requires monthly principal and interest payments of $39.8. The initial maturity date is
August 15, 2011. We have the option to extend the maturity date to August, 15, 2014 for a
nominal fee. 13




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(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.(12)
    
    Maximum loan amount to be advanced is $28.5 million. In addition, the Company has an interest
rate cap on this loan for the notional amount of $28.5 million, which effectively limits the
LIBOR rate on this loan to 7.45%. The interest rate cap expires on September 1, 2010,
commensurate with the maturity date of this note payable.(13)
    
    Loan may be prepaid subject to payment of a fee in amount of $142.(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 2.0%.(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.(17)
    
    The revolving line of credit matures on August 15, 2010, but may be extended to February 25,
2011, subject to the satisfaction of certain conditions, including the compliance of debt
covenants and payment of a fee. At December 31, 2008, the interest rate on the revolving line
of credit was 5.50% per annum, based on KeyBank National Associations Prime Rate plus a
spread of 2.25% per annum. The 30-day LIBOR rate at March 31, 2009 was 0.50063%.  14




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Revolving Line of Credit
    Subordinated Promissory Notes
   15




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Derivative Instruments
  Distributions
       16




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Related Party Transactions
  New Accounting Pronouncements
 SFAS No. 157
 Fair Value Measurements,
 SFAS No. 141(R)
 Business Combinations Business Combinations
 SFAS No. 160
 Non-controlling Interests in Consolidated
Financial StatementsAn Amendment of ARB No. 51.
 Classification and Measurement of Redeemable
Securities
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Treatment of Minority Interests in Certain Real Estate Investment Trusts Implementation Issues Related to the Treatment of Minority Interests in
Certain Real Estate Investment Trusts
 FSP EITF 03-6-1
 Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating Securities
 EITF No. 08-6
 Equity Method Investment Accounting
Considerations
 FSP FAS 142-3
 Determination of the Useful Life of Intangible
Assets Goodwill and Other Intangibles
 FSP 107-1 and APB 28-1
 Interim Disclosures about Fair Value of
Financial Instruments Disclosures about Fair Value of Financial
Instruments Interim Financial Reporting
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FSP No. FAS 141(R)  1
 Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arises from Contingencies
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PART II  OTHER INFORMATION
 
 Item 1A. Risk Factors.
 If we fail to remain qualified as a REIT, we will be subject to taxation as a regular corporation
and could face substantial tax liability.
   
    
    we would not be required to make distributions to our shareholders;
    
    we would not be allowed to deduct distributions to our shareholders in computing our
taxable income;
    
    we would be subject to federal income tax, including any applicable alternative minimum
tax, at regular corporate rates; and
    
    any resulting tax liability could be substantial and could require us to borrow money or
sell assets to pay such liability, and would reduce the amount of cash available for
distribution to shareholders. Unless we were entitled to relief under applicable statutory
provisions, we would be disqualified from treatment as a REIT for the subsequent four
taxable years following the year during which we lost our qualification, and thus, our cash
available for distribution to shareholders would be reduced for each of the years during
which we did not qualify as a REIT.
   20




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Item 6. Exhibits.
 Exhibit No.
    
    Description31.1
    
    Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)31.2
    
    Certification of Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
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SIGNATURES
  PACIFIC OFFICE PROPERTIES TRUST, INC.Date: May 19, 2009
    /s/ Dallas E. LucasDallas E. LucasChief Executive Officer/s/ James M. KasimJames M. KasimChief Financial Officer 22