##### Table of Contents



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 March 31, 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 830Santa Monica, CA
    
    90401(Address of principal executive offices)
    
    (Zip Code)
 (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
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ
 APPLICABLE ONLY TO CORPORATE ISSUERS:




---



##### 



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 or Plan of Operation
    
    
    22Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    35Item 4. Controls and Procedures
    
    
    35PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    37Item 1A. Risk Factors
    
    
    37Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    50Item 3. Defaults Upon Senior Securities
    
    
    51Item 4. Submission of Matters to a Vote of Security Holders
    
    
    51Item 5. Other Information
    
    
    53Item 6. Exhibits
    
    
    53Amended and Restated Agreement of Limited PartnershipCertification of Chief Executive OfficerCertification of Chief Financial OfficerCertification of CEO and CFO
  i




---



##### Table of Contents



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




---



##### Table of Contents



PART I  FINANCIAL STATEMENTS
 
 Item 1. Financial Statements.
 Pacific Office Properties Trust, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share data)
 Waterfront (1)March 31, 2008
    
    
    December 31, 2007ASSETSNet investments in real estate
    
    $
    420,563
    
    
    $
    59,587Cash and cash equivalents
    
    
    14,187
    
    
    
    2,619Restricted cash
    
    
    6,127
    
    
    
    1,708Rents and other receivables
    
    
    5,374
    
    
    
    1,743Intangible assets, net
    
    
    51,533
    
    
    
    6,009Other assets, net
    
    
    4,751
    
    
    
    8,505Goodwill
    
    
    59,388
    
    
    
    Total assets
    
    $
    561,923
    
    
    $
    80,171LIABILITIES, MINORITY INTERESTS AND
STOCKHOLDERS EQUITY (MEMBERS
DEFICIT)Mortgage and other secured loans
    
    $
    421,708
    
    
    $
    111,000Unsecured notes payable
    
    
    16,695
    
    
    
    Accounts payable and other liabilities
    
    
    14,123
    
    
    
    5,831Acquired below market leases, net
    
    
    14,064
    
    
    
    107Total liabilities
    
    
    466,590
    
    
    
    116,938Minority interests
    
    
    88,391
    
    
    
    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 March 31, 2008
    
    
    
    
    
    
    Common Stock, $0.0001 par value,
200,000,000 shares authorized,
3,031,025 shares issued and
outstanding at March 31, 2008
    
    
    185
    
    
    
    Class B Common Stock, $0.0001 par
value, 200,000 shares authorized,
100 shares issued and
outstanding at March 31, 2008
    
    
    
    
    
    
    Additional paid-in capital
    
    
    9,977
    
    
    
    Retained deficit
    
    
    (3,220
    )
    
    
    Members deficit
    
    
    
    
    
    
    (36,767
    )Total stockholders equity (members
deficit)
    
    
    6,942
    
    
    
    (36,767
    )Total liabilities, minority
interests and stockholders
equity
(members deficit)
    
    $
    561,923
    
    
    $
    80,171
 
 (1)
    
    Balances represent that of Waterfront Partners OP, LLC at December 31, 2007.
See Explanatory Note on page ii of this Quarterly Report on Form 10-Q for further
information.  1




---



##### Table of Contents



Pacific Office Properties Trust, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except share data)
(unaudited)
 Total
    
    
    
    
    
    
    Waterfront (2)For the period
    
    
    For the period
    
    
    For the period
    
    
    For the periodfrom January 1,
    
    
    from March 20,
    
    
    from January 1,
    
    
    from January 1,2008 through
    
    
    2008 through
    
    
    2008 through
    
    
    2007 throughMarch 31, 2008
    
    
    March 31, 2008
    
    
    March 19, 2008
    
    
    March 31, 2007Revenue:Rental
    
    $
    4,521
    
    
    $
    1,520
    
    
    $
    3,001
    
    
    $
    3,059Tenant reimbursements
    
    
    2,188
    
    
    
    618
    
    
    
    1,570
    
    
    
    1,196Parking
    
    
    826
    
    
    
    264
    
    
    
    562
    
    
    
    667Interest and other
    
    
    70
    
    
    
    41
    
    
    
    29
    
    
    
    56Total revenue
    
    
    7,605
    
    
    
    2,443
    
    
    
    5,162
    
    
    
    4,978Operating Expenses:Rental property operating
    
    
    4,897
    
    
    
    1,281
    
    
    
    3,616
    
    
    
    3,182General and administrative
    
    
    16,293
    
    
    
    16,263
    
    
    
    30
    
    
    
    Depreciation and amortization
    
    
    1,750
    
    
    
    923
    
    
    
    827
    
    
    
    1,051Interest
    
    
    2,454
    
    
    
    902
    
    
    
    1,552
    
    
    
    1,829Other
    
    
    143
    
    
    
    35
    
    
    
    108
    
    
    
    162Total operating expenses
    
    
    25,537
    
    
    
    19,404
    
    
    
    6,133
    
    
    
    6,224Loss before minority interests
    
    
    (17,932
    )
    
    
    (16,961
    )
    
    
    (971
    )
    
    
    (1,246
    )Minority interests
    
    
    13,741
    
    
    
    13,741
    
    
    
    
    
    
    
    Net loss
    
    $
    (4,191
    )
    
    $
    (3,220
    )
    
    $
    (971
    )
    
    $
    (1,246
    )Priority allocation to preferred unit holders
    
    
    (493
    )
    
    
    
    
    
    
    (493
    )
    
    
    (568
    )Net loss available to common stockholders  basic
and diluted
    
    $
    (4,684
    )
    
    $
    (3,220
    )
    
    $
    (1,464
    )
    
    $
    (1,814
    )Net loss per common share  basic and diluted
    
    
    
    
    
    $
    (1.06
    )Weighted average number of common shares
outstanding  basic and diluted
    
    
    
    
    
    
    3,031,125Net loss per Common Unit
    
    
    
    
    
    
    
    
    
    $
    (0.42
    )
    
    $
    (0.52
    )Weighted average number of Common Units
outstanding  basic and diluted
    
    
    
    
    
    
    
    
    
    
    3,494,624
    
    
    
    3,494,624
 
 (2)
    
    Amounts represent that of Waterfront Partners OP, LLC for the three month period ended March
31, 2007 and for the period from January 1, 2008 to March 19, 2008. See Explanatory Note on
page ii of this Quarterly Report on Form 10-Q for further information.  2




---



##### Table of Contents



Pacific Office Properties Trust, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
 Total
    
    
    
    
    
    
    Waterfront (3)For the period
    
    
    For the period
    
    
    For the period
    
    
    For the periodfrom January 1,
    
    
    from March 20,
    
    
    from January 1,
    
    
    from January 1,2008 through
    
    
    2008 through
    
    
    2008 through
    
    
    2007 throughMarch 31, 2008
    
    
    March 31, 2008
    
    
    March 19, 2008
    
    
    March 31, 2007Operating activitiesNet loss
    
    $
    (4,191
    )
    
    $
    (3,220
    )
    
    $
    (971
    )
    
    $
    (1,246
    )Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:Depreciation and amortization
    
    
    1,750
    
    
    
    923
    
    
    
    827
    
    
    
    1,051Interest amortization
    
    
    30
    
    
    
    30
    
    
    
    
    
    
    
    Share based compensation charge attributable to the Transactions
    
    
    16,194
    
    
    
    16,194
    
    
    
    
    
    
    
    Minority interests
    
    
    (13,741
    )
    
    
    (13,741
    )
    
    
    
    
    
    
    Below market lease and other amortization, net
    
    
    (155
    )
    
    
    (108
    )
    
    
    (47
    )
    
    
    (36
    )Other
    
    
    368
    
    
    
    
    
    
    
    368
    
    
    
    Changes in operating assets and liabilitiesRents and other receivables
    
    
    431
    
    
    
    (3
    )
    
    
    434
    
    
    
    (226
    )Other assets
    
    
    413
    
    
    
    (131
    )
    
    
    544
    
    
    
    124Accounts payable and other liabilities
    
    
    (36
    )
    
    
    181
    
    
    
    (217
    )
    
    
    53Net cash provided by (used in) operating activities
    
    
    1,063
    
    
    
    125
    
    
    
    938
    
    
    
    (280
    )Investing activitiesAcquisition and improvement of real estate
    
    
    (564
    )
    
    
    (537
    )
    
    
    (27
    )
    
    
    (298
    )Deferred acquisition costs
    
    
    (4,059
    )
    
    
    
    
    
    
    (4,059
    )
    
    
    (967
    )(Increase) decrease in restricted cash
    
    
    (1,203
    )
    
    
    (545
    )
    
    
    (658
    )
    
    
    1,073Net cash used in investing activities
    
    
    (5,826
    )
    
    
    (1,082
    )
    
    
    (4,744
    )
    
    
    (192
    )Financing activitiesProceeds from issuance of equity securities
    
    
    6,350
    
    
    
    6,350
    
    
    
    
    
    
    
    Cash held by properties upon Effective Date
    
    
    8,005
    
    
    
    8,005
    
    
    
    
    
    
    
    Repayment of mortgage notes payable
    
    
    (14
    )
    
    
    (14
    )
    
    
    
    
    
    
    Deferred financing costs
    
    
    (752
    )
    
    
    (752
    )
    
    
    
    
    
    
    Equity contributions
    
    
    4,167
    
    
    
    
    
    
    
    4,167
    
    
    
    1,129Equity distributions
    
    
    (1,425
    )
    
    
    
    
    
    
    (1,425
    )
    
    
    Net cash provided by financing activities
    
    
    16,331
    
    
    
    13,589
    
    
    
    2,742
    
    
    
    1,129Increase (decrease) in cash and cash equivalents
    
    
    11,568
    
    
    
    12,632
    
    
    
    (1,064
    )
    
    
    657Balance at beginning of period
    
    
    2,619
    
    
    
    1,555
    
    
    
    2,619
    
    
    
    4,548Balance at end of period
    
    $
    14,187
    
    
    $
    14,187
    
    
    $
    1,555
    
    
    $
    5,205Supplemental cash flow informationInterest paid
    
    $
    2,217
    
    
    $
    252
    
    
    $
    1,965
    
    
    $
    1,769Supplemental Disclosure of Non-Cash Investing and Financing ActivitiesAssets, net, acquired on the Effective Date
    
    
    
    
    
    $
    484,325Liabilities, net, assumed on the Effective Date
    
    
    
    
    
    $
    325,985
 
 (3)
    
    Amounts represent that of Waterfront Partners OP, LLC for the three month period ended March
31, 2007 and for the period from January 1, 2008 to March 19, 2008. See Explanatory Note on
page ii of this Quarterly Report on Form 10-Q for further information.  3




---



##### Table of Contents



Pacific Office Properties Trust, Inc.
Notes to Condensed Consolidated Financial Statements
March 31, 2008
 1. Organization and Ownership
 Pacific Office Properties
   TOTALNUMBER OF
    
    PORTFOLIOPROPERTIES
    
    BUILDINGS
    
    SQ. FT.Wholly-owned properties
    
    
    8
    
    
    
    11
    
    
    
    2,257,767Consolidated joint venture
    
    
    1
    
    
    
    3
    
    
    
    138,277Total
    
    
    9
    
    
    
    14
    
    
    
    2,396,044
 Transactions
  4




---



##### Table of Contents



5




---



##### Table of Contents



Advisor
  Waterfront
   2. Summary of Significant Accounting Policies
 Basis of Presentation
  6




---



##### Table of Contents



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
  7




---



##### Table of Contents



Income Taxes
   Earnings per Share
 Pacific Office Properties Trust, Inc.
  Waterfront
  Real Estate Properties
 Acquisitions
 Business Combinations,
    8




---



##### Table of Contents



Depreciation
  Revenue Recognition
 Revenue Recognition in Financial Statements
    Accounting for Sales of Real Estate
  9




---



##### Table of Contents



Cash and Cash Equivalents
   Restricted Cash
  Impairment
 Accounting for the Impairment or Disposal of Long-Lived Assets
 Repairs, Maintenance and Major Improvements
  Tenant Receivables
  Deferred Financing Costs
  Fair Value of Financial Instruments
 Disclosures about the Fair Value of Financial Instruments
 10




---



##### Table of Contents



Use of Estimates in Financial Statements
  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
 11




---



##### Table of Contents



SFAS No. 141R
 Business Combinations Business Combinations
 SFAS No. 160
 Non-controlling Interests in Consolidated
Financial Statements An Amendment to ARB No. 51.
 3. Investments in Real Estate and Pro Forma Financial Information
  WATERFRONTMARCH 31,
    
    DECEMBER 312008
    
    2007Land and land improvements
    
    $
    83,438
    
    
    $
    452Building and building improvements
    
    
    317,495
    
    
    
    60,910Tenant improvements
    
    
    25,169
    
    
    
    5,808Furniture, fixtures and equipment
    
    
    729
    
    
    
    729Construction in progress
    
    
    4,912
    
    
    
    474Investments in real estate
    
    
    431,743
    
    
    
    68,373Less: accumulated depreciation
    
    
    (11,180
    )
    
    
    (8,786
    )Net investments in real estate
    
    $
    420,563
    
    
    $
    59,587
 Acquisitions
 Business Combinations
 12




---



##### Table of Contents



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
  For the period
    
    
    For the periodfrom January 1,
    
    
    from January 1,2008 through
    
    
    2007 throughMarch 19, 2008
    
    
    March 31, 2007(unaudited)Pro forma revenue
    
    $
    (4,387
    )
    
    $
    (4,998
    )Pro forma net loss available to common stockholders  basic and diluted
    
    $
    (4,703
    )
    
    $
    (4,946
    )Pro forma net loss available to common stockholders per share  basic and diluted
    
    $
    (1.35
    )
    
    $
    (1.42
    )
 4. Intangible Assets and Liabilities
  13




---



##### Table of Contents



WATERFRONTMARCH 31,
    
    DECEMBER 31,2008
    
    2007Acquired leasing commissionsGross amount
    
    $
    9,266
    
    
    $
    3,109Accumulated amortization
    
    
    (2,187
    )
    
    
    (1,688
    )Net balance
    
    
    7,079
    
    
    
    1,421Acquired leases in placeGross amount
    
    
    19,887
    
    
    
    4,165Accumulated amortization
    
    
    (3,331
    )
    
    
    (2,080
    )Net balance
    
    
    16,556
    
    
    
    2,085Acquired legal and marketing costsGross amount
    
    
    1,573
    
    
    
    230Accumulated amortization
    
    
    (301
    )
    
    
    (200
    )Net balance
    
    
    1,272
    
    
    
    30Acquired tenant relationship costsGross amount
    
    
    20,953
    
    
    
    Accumulated amortization
    
    
    (677
    )
    
    
    Net balance
    
    
    20,276
    
    
    
    Acquired other intangiblesGross amount
    
    
    6,588
    
    
    
    2,692Accumulated amortization
    
    
    (238
    )
    
    
    (219
    )Net balance
    
    
    6,350
    
    
    
    2,473Intangible assets, net
    
    $
    51,533
    
    
    $
    6,009Acquired below market leasesGross amount
    
    $
    14,652
    
    
    $
    447Accumulated amortization
    
    
    (588
    )
    
    
    (340
    )Acquired below market leases, net
    
    $
    14,064
    
    
    $
    107
    14




---



##### Table of Contents



5. Mortgage Notes Payable
  OUTSTANDING AS OF MARCH 31, 2008TOTAL
    
    PREMIUM
    
    FAIR MARKET
    
    INTEREST RATE AT
    
    MATURITYPROPERTY
    
    MORTGAGE
    
    (DISCOUNT)
    
    VALUE
    
    MARCH 31, 2008
    
    DATE
    
    AMORTIZATIONClifford Center
    
    $
    3,898
    
    
    $
    
    
    
    $
    3,898
    
    
    
    7.5000
    %
    
    
    08/15/08
    
    
    183 monthsDavies Pacific Center
    
    
    95,000
    
    
    
    (1,161
    )
    
    
    93,839
    
    
    
    5.8600
    %
    
    
    11/11/16
    
    
    Interest OnlyFirst Insurance Center
    
    
    38,000
    
    
    
    (725
    )
    
    
    37,275
    
    
    
    5.7350
    %
    
    
    01/01/16
    
    
    Interest OnlyFirst Insurance Center
    
    
    14,000
    
    
    
    (270
    )
    
    
    13,730
    
    
    
    5.3950
    %
    
    
    01/06/16
    
    
    Interest OnlyPacific Business News Building
    
    
    11,899
    
    
    
    99
    
    
    
    11,998
    
    
    
    6.9800
    %
    
    
    04/06/10
    
    
    360 monthsPan Am Building
    
    
    60,000
    
    
    
    (46
    )
    
    
    59,954
    
    
    
    6.1700
    %
    
    
    08/11/16
    
    
    Interest OnlyWaterfront Plaza
    
    
    111,000
    
    
    
    
    
    
    
    111,000
    
    
    
    6.3735
    %
    
    
    09/11/16
    
    
    Interest OnlySeville Plaza
    
    
    21,650
    
    
    
    
    
    
    
    21,650
    
    
    
    6.0493
    %
    
    
    01/01/11
    
    
    Interest OnlySeville Plaza
    
    
    3,000
    
    
    
    
    
    
    
    3,000
    
    
    
    9.1940
    %
    
    
    01/01/11
    
    
    Interest OnlyCity Square
    
    
    27,500
    
    
    
    (322
    )
    
    
    27,178
    
    
    
    5.5772
    %
    
    
    09/01/10
    
    
    Interest OnlyCity Square (1)
    
    
    26,612
    
    
    
    
    
    
    
    26,612
    
    
    LIBOR + 2.35
    %
    
    
    09/01/10
    
    
    Interest OnlySorrento Technology Center
    
    
    11,800
    
    
    
    (226
    )
    
    
    11,574
    
    
    
    5.7500
    %
    
    
    01/11/16
    
    
    Interest OnlyTotal
    
    $
    424,359
    
    
    $
    (2,651
    )
    
    $
    421,708
 
 (1)
    
    30 Day LIBOR is capped at 5% until September 2008.   15




---



##### Table of Contents



AS OFMARCH 31, 20082008
    
    $
    3,9992009
    
    
    1452010
    
    
    65,7652011
    
    
    24,6502012
    
    
    Thereafter
    
    
    329,800$
    424,359
  6. Unsecured Notes Payable
  7. Derivative Instruments
  8. Commitments and Contingencies
 Minimum Future Ground Rents
  AS OFMARCH 31, 2008For the year ending:2008
    
    $
    1,3942009
    
    
    2,3062010
    
    
    2,4302011
    
    
    2,4402012
    
    
    2,451Thereafter
    
    
    220,740$
    231,761
  16




---



##### Table of Contents



Contingencies
  Concentration of Credit Risk
   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
  17




---



##### Table of Contents



Waterfront Ground Lease
  Restaurant Row Theatre Venture Lease Termination
  Purchase Commitments
  Tax Protection Arrangements
  9. Description of Equity Securities and Calculation of Minority Interests and Earnings Per Share
   18




---



##### Table of Contents



19




---



##### Table of Contents



10. Share-Based Payments
  11. Related Party Transactions
   WATERFRONTFOR THE
    
    FOR THE
    
    FOR THEPERIOD FROM
    
    PERIOD FROM
    
    PERIOD FROMMARCH 20, 2008
    
    JANUARY 1, 2008
    
    JANUARY 1, 2007THROUGH
    
    THROUGH
    
    THROUGHMARCH 31,
    
    MARCH 19,
    
    MARCH 31,2008
    
    2008
    
    2007Property Management Fees
    
    $
    145
    
    
    $
    163
    
    
    $
    132Leasing Commissions
    
    
    124
    
    
    
    
    
    
    
    6Professional Fees
    
    
    1
    
    
    
    3
    
    
    
    1Total
    
    $
    270
    
    
    $
    166
    
    
    $
    139
  20




---



##### Table of Contents



12. Subsequent Events
  21




---



##### Table of Contents



Item 2. Managements Discussion and Analysis or Plan of Operation.
  Note Regarding Forward-Looking Statements
     Overview
   22




---



##### Table of Contents



RENTABLE
    
    PERCENTAGEPROPERTY
    
    MARKET
    
    SQ. FT.
    
    OWNERSHIPWaterfront Plaza
    
    Honolulu
    
    
    523,691
    
    
    
    100.0
    %500 Ala Moana BoulevardDavies Pacific Center
    
    Honolulu
    
    
    355,792
    
    
    
    100.0
    %841 Bishop StreetPan Am Building
    
    Honolulu
    
    
    211,097
    
    
    
    100.0
    %1600 Kapiolani BoulevardFirst Insurance Center
    
    Honolulu
    
    
    201,850
    
    
    
    100.0
    %1100 Ward AvenuePacific Business News Building
    
    Honolulu
    
    
    89,994
    
    
    
    100.0
    %1833 Kalakaua AvenueClifford Center
    
    Honolulu
    
    
    73,680
    
    
    
    100.0
    %810 Richards StreetCity Square
    
    Phoenix
    
    
    738,300
    
    
    
    100.0
    %3800 North Central Avenue
3838 North Central Avenue
4000 North Central AvenueSorrento Technology Center
    
    San Diego
    
    
    63,363
    
    
    
    100.0
    %10140 Barnes Canyon Road
10180 Barnes Canyon RoadSeville Plaza
    
    San Diego
    
    
    138,277
    
    
    
    7.5
    %5469 Kearny Villa Road
5471 Kearny Villa Road
5473 Kearny Villa Road
  23




---



##### Table of Contents



The Transactions Included in the Master Agreement
    Accounting Acquirer
  Market Information
 .
 Honolulu Office Market
  24




---



##### Table of Contents



Phoenix Office Market
  San Diego Office Market
  Option Properties
   25




---



##### Table of Contents



RENTABLEPROPERTY
    
    MARKET
    
    SQ. FT.Black Canyon Corporate Center
    
    Phoenix
    
    
    220,20516404 N. Black Canyon HighwayTorrey Hills Corporate Center
    
    San Diego
    
    
    24,06611250 El Camino RealPalomar Heights Plaza Building C
    
    Carlsbad
    
    
    13,8635868 Owens AvenuePalomar Heights Plaza Building A
    
    Carlsbad
    
    
    15,9475860 Owens Avenue
   RENTABLEPROPERTY
    
    MARKET
    
    SQ. FT.Palomar Heights Corporate Center 
5857 Owens Avenue
    
    San Diego
    
    
    64,796Scripps Ranch Business Park 1
9775 Business Park Avenue
    
    San Diego
    
    
    24,312Scripps Ranch Business Park 2
10021 Willow Creek Road
    
    San Diego
    
    
    24,9725876 Owens Avenue (Owens B) 
Carlsbad, CA 92008
    
    San Diego
    
    
    16,576Kalakaua Business Center 
2155 Kalakaua Avenue
    
    Honolulu
    
    
    151,842U.S. Bank Center
    
    Phoenix
    
    
    354,972101 N. First AvenueU.S. Bank Center
    
    Phoenix
    
    
    15,42521 West Van Buren StreetCarlsbad Corporate Center 
1950 Camino Vida Roble
    
    San Diego
    
    
    125,000Via Frontera Business Park 
10965, 10993 Via Frontera Drive
    
    San Diego
    
    
    78,81913550 Stowe Drive
    
    San Diego
    
    
    112,000Savi Tech Center 
22705-22745 Savi Ranch Parkway
    
    Orange County
    
    
    372,327Yorba Linda Business Park 
22343-22349 La Palma Avenue
    
    Orange County
    
    
    166,041South Coast Executive Center 
1503 South Coast Drive
    
    Orange County
    
    
    60,993Gateway Corporate Center 
1370 Valley Vista Drive
    
    San Gabriel
    
    
    85,490
 Critical Accounting Policies
  Investment in Real Estate. Business Combinations
 26




---



##### Table of Contents



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
 Revenue Recognition. Revenue Recognition in Financial
Statements
    Monitoring of Rents and Other Receivables.
 27




---



##### Table of Contents



Investments in Consolidated 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
 Results of Operations
  Revenues
 Rental Revenue
 Tenant Reimbursements.
 Parking Revenue.
 28




---



##### Table of Contents



Interest and Other Revenue.
 Expenses
 Rental Property Operating Expenses.
 General and Administrative
 Interest Expense.
 Other Expense.
 Depreciation and Amortization Expense.
 Interest Expense
 Liquidity and Capital Resources
 Cash Balances, Available Borrowings and Capital Resources
  29




---



##### Table of Contents



Indebtedness
 Mortgage Loans
  30




---



##### Table of Contents



BALANCEDUE ATPRINCIPAL
    
    
    INTEREST
    
    MATURITY
    
    MATURITY
    
    PREPAYMENT/PROPERTY
    
    BALANCE
    
    
    RATE
    
    DATE
    
    DATE
    
    DEFEASANCEClifford Center (1)
    
    $
    3,899
    
    
    7.5%
    
    8/15/08
    
    $3,841
    
    (2)Davies Pacific Center
    
    
    95,000
    
    
    5.86%
    
    11/11/16
    
    95,000
    
    (3)First Insurance Center
    
    
    38,000
    
    
    5.735%
    
    1/1/16
    
    38,000
    
    (4)First Insurance Center
    
    
    14,000
    
    
    5.395%
    
    1/6/16
    
    14,000
    
    (5)Pacific Business News Building (6)
    
    
    11,899
    
    
    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
    
    
    6.3735%
    
    9/11/16
    
    100,000
    
    (9)Waterfront Plaza
    
    
    11,000
    
    
    6.3735%
    
    9/11/16
    
    11,000
    
    (10)City Square
    
    
    27,500
    
    
    5.5772%
    
    9/1/10
    
    27,500
    
    (11)City Square
    
    
    26,612
    
    
    LIBOR + 2.35%
    
    9/1/10
    
    28,500
    (12)
    (13)Sorrento Technology Center (14)
    
    
    11,800
    
    
    5.75%
    (15)
    1/11/16
    (15)
    11,800
    
    (16)Seville Plaza (17)
    
    
    24,650
    
    
    6.432%
    
    1/1/11
    
    24,650
    
    (18)
 
 (1)
    
    Requires monthly principal and interest payments of $38.(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.(17)
    
    Current percentage ownership for this property is 7.5%; stated loan amount, however,
applies to 100% of the property, rather than only 7.5% interest.(18)
    
    No prepayment permitted prior to July 11, 2010. Any prepayment is subject to payment
of prepayment premium in an amount equal to greater of 1% of amount of prepayment or yield
maintenance. Loan may also be defeased from December 12, 2005 and ending on earlier of
December 12, 2008 or second anniversary of the start-up date of the loan, if securitized.     31




---



##### Table of Contents



Subordinated Promissory Notes
  Distributions
  Related Party Transactions
   32




---



##### Table of Contents



WATERFRONTFOR THE
    
    
    FOR THE
    
    
    FOR THEPERIOD FROM
    
    
    PERIOD FROM
    
    
    PERIOD FROMMARCH 20, 2008
    
    
    JANUARY 1, 2008
    
    
    JANUARY 1, 2007THROUGH
    
    
    THROUGH
    
    
    THROUGHMARCH 31,
    
    
    MARCH 19,
    
    
    MARCH 31,2008
    
    
    2008
    
    
    2007Property Management Fees
    
    $
    145
    
    
    $
    163
    
    
    $
    132Leasing Commissions
    
    
    124
    
    
    
    
    
    
    
    6Professional Fees
    
    
    1
    
    
    
    3
    
    
    
    1Total
    
    $
    270
    
    
    $
    166
    
    
    $
    139
       Subsequent Events
  33




---



##### Table of Contents



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
 34




---



##### Table of Contents



SFAS No. 141R
 Business Combinations Business Combinations
 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.
   35




---



##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  
 Item 1A. Risk Factors.
 
 Risks Related to Our Business and Properties
 All of our properties are located in San Diego, Phoenix, and Honolulu, and we are dependent on the
Southern California, Phoenix and Honolulu office markets and economies, and we are therefore
susceptible to adverse local regulations and natural disasters in those areas.
  Our operating performance is subject to risks associated with the real estate industry.
  
    
    Adverse changes in economic and demographic conditions
    
    Vacancies or our inability to rent space on favorable terms
    
    Adverse changes in financial conditions of buyers, sellers and tenants of properties
    
    Inability to collect rent from tenants
    
    Competition from other real estate investors with significant capital, including other
real estate operating companies, publicly traded REITs and institutional investment funds
    
    Reductions in the level of demand for office space, and changes in the relative popularity of properties
    
    Increases in the supply of office space
 36




---



##### Table of Contents




    
    Fluctuations in interest rates, which could adversely affect our ability, or the
ability of buyers and tenants of properties, to obtain financing on favorable terms or at
all
    
    Increases in expenses, including insurance costs, labor costs, energy prices, real
estate assessments and other taxes and costs of compliance with laws, regulations and
governmental policies, and our inability to pass on some or all of these increases to our
tenants and
    
    Changes in, and changes in enforcement of, laws, regulations and governmental policies,
including, without limitation, health, safety, environmental, zoning and tax laws,
governmental fiscal policies and the Americans with Disabilities Act of 1990 (the ADA).
  We have a substantial amount of indebtedness outstanding on a consolidated basis, which may affect
our ability to pay dividends, may expose us to interest rate fluctuation risk and may expose us to
the risk of default under our debt obligations.
   
    
    Our cash flow may be insufficient to meet our required principal and interest payments
    
    We may be unable to borrow additional funds as needed or on favorable terms, which
could adversely affect our liquidity for acquisitions or operations
    
    We may be unable to refinance our indebtedness at maturity or the refinancing terms may
be less favorable than the terms of our original indebtedness
    
    We may be forced to dispose of one or more of our properties, possibly on
disadvantageous terms
    
    We will be exposed to interest and future interest rate volatility with respect to
indebtedness that is variable rate and
    
    Any property-owning entity may default on its obligations and the lenders or mortgagees
may foreclose on our properties and execute on any collateral that secures their loans.
  37




---



##### Table of Contents



We are subject to risks and liabilities unique to joint venture relationships.
  
    
    co-members or joint venturers may control or share certain approval rights over major decisions
    
    co-members or joint venturers may fail to fund their share of any required capital commitments
    
    co-members or joint venturers might have economic or other business interests or goals
that are inconsistent with our business interests or goals that would affect our ability to
operate the property
    
    co-members or joint venturers may have the power to act contrary to our instructions
and policies, including our current policy with respect to maintaining our REIT
qualification
    
    joint venture agreements often restrict the transfer of a members or joint venturers
interest or buy-sell or may otherwise restrict our ability to sell the interest when we
desire or on advantageous terms
    
    disputes between us and our co-members or joint venturers may result in litigation or
arbitration that would increase our expenses and divert attention from other elements of
our business and result in subjecting the properties owned by the applicable joint venture
to additional risk and
    
    we may in certain circumstances be liable for the actions of our co-members or joint
venturers.
  The actual rents we receive for the properties in our portfolio may be less than our asking rents,
and we may experience lease roll down from time to time.
  
    
    Competitive pricing pressure in our submarkets
    
    Adverse conditions in the Southern California, Phoenix or Honolulu real estate markets
    
    General economic downturn and
    
    The desirability of our properties compared to other properties in our submarkets.
  38




---



##### Table of Contents



We may be unable to renew leases or lease vacant space .
  Potential losses may not be covered by insurance.
    Our properties may contain or develop harmful mold, which could lead to liability for adverse
health effects and costs of remediating the problem.
  39




---



##### Table of Contents



Terrorism and other factors affecting demand for our properties could harm our operating results.
  We face intense competition, which may decrease or prevent increases of the occupancy and rental
rates of our properties.
  Because we will own real property, we will be subject to extensive environmental regulation, which
creates uncertainty regarding future environmental expenditures and liabilities.
    40




---



##### Table of Contents



Compliance with the Americans with Disabilities Act and fire, safety and other regulations may
require us to make unanticipated expenditures that could significantly reduce the cash available
for distribution to our stockholders.
   We may be unable to complete acquisitions that would grow our business and, even if consummated, we
may fail to successfully integrate and operate acquired properties.
  
    
    We may be unable to acquire desired properties because of competition from other real
estate investors with better access to less expensive capital, including other real estate
operating companies, publicly traded REITs and investment funds
    
    We may acquire properties that are not accretive to our results upon acquisition, and
we may not successfully manage and lease those properties to meet our expectations
    
    Competition from other potential acquirers may significantly increase purchase prices
    
    We may be unable to generate sufficient cash from operations, or obtain the necessary
debt or equity financing to consummate an acquisition on favorable terms or at all
    
    We may need to spend more than anticipated amounts to make necessary improvements or
renovations to acquired properties
    
    We may spend significant time and money on potential acquisitions that we do not consummate
    
    We may be unable to quickly and efficiently integrate new acquisitions into our existing operations
    
    We may suffer higher than expected vacancy rates and/or lower than expected rental rates and
 41




---



##### Table of Contents




    
    We may acquire properties without any recourse, or with only limited recourse, for
liabilities, against the former owners of the properties.
  We may be unable to successfully expand our operations into Los Angeles or other new markets in the
western United States.
  If we default on the ground leases to which two of the Contributed Properties are subject, our
business could be adversely affected.
  Our property taxes could increase due to property tax rate changes or reassessment, which would
impact our cash flows.
  If we fail to develop and maintain an effective system of integrated internal controls, we may not
be able to accurately report our financial results.
  We have incurred significant costs and expenses in connection with the Transactions, which could
result in our not realizing some or all of the anticipated benefits of the Transactions.
  42




---



##### Table of Contents



We assumed liabilities, including unknown liabilities, in the Transactions.
  We are prohibited from disposing of or refinancing the Contributed Properties under certain
circumstances for ten years after the Effective Date.
   Risks Related to Conflicts of Interest and Certain Relationships
 There will be various conflicts of interest resulting from the relationships among us, our
management, the Advisor and other parties.
  
    
    Certain of our affiliates are also stockholders, directors or officers of the Advisor
and may, therefore, benefit from the compensation arrangements relating to the Advisor
under the Advisory Agreement
    
    The sole director and certain of the officers of the Advisor, and certain of the
individuals that serve as our officers and directors, currently are engaged, and in the
future will engage, in the management of other business entities and properties in other
business activities, resulting in a potential conflict with respect to the allocation of
the time of such key personnel of the Advisor
 43




---



##### Table of Contents




    
    Venture granted an option to the UPREIT to acquire additional office properties
following the consummation of the Transactions. In light of his financial interest in
various affiliates of Venture and service to us as Chairman of our Board of Directors, Mr.
Shidler may experience a conflict of interest to the extent that the price that the UPREIT
would pay for any option properties exceeds the market value of such property or properties
    
    In the event that the sale by us of any of the Contributed Properties would be
beneficial to us but would negatively impact the tax treatment of Venture, it is possible
that any of our directors or officers with a financial interest in Venture may experience a
conflict of interest
    
    The registration rights agreement we executed as part of the Transactions retains
certain rights to defer registration in circumstances where such registration would be
detrimental to the Company. It is possible that any of our directors, officers or other
affiliates having a financial interest in Venture or its affiliates receiving registration
rights may experience a conflict of interest in circumstances where a registration would be
advantageous to such persons, but detrimental to us and
    
    Members of Venture hold promissory notes payable by the UPREIT. Both parties will have
rights under these promissory notes, and their exercise of these rights and pursuit of
remedies may be affected by their relationship with each other.
  Termination of the Advisory Agreement with the Advisor may be costly.
  We are substantially controlled by Jay H. Shidler.
  Jay H. Shidler may compete with us and, therefore, may have conflicts of interest with us.
  44




---



##### Table of Contents




    
    Business conducted on our behalf
    
    Investments in which Mr. Shidler obtained an interest prior to the Transactions
    
    Investments in areas in which we do not own office property at the time of such
investment
    
    Activities of First Industrial Realty Trust, Inc., Corporate Office Properties Trust
and their respective affiliates
    
    Investment opportunities considered and rejected by us
    
    Activities contemplated by the option to require additional properties that Venture
will grant to us and
    
    Investments in any entity as long as Mr. Shidler does not own more than 4.9% of the
entity and is not actively engaged in the management of such entity.
  Risks Related to Our Status as a REIT
 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 stockholders
    
    We would not be allowed to deduct distributions to our stockholders in computing our
taxable income
    
    We would be subject to federal income 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 stockholders. 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 stockholders would be reduced for each of the years during
which we did not qualify as a REIT.
 45




---



##### Table of Contents



Even if we remain qualified as a REIT, we may face other tax liabilities that reduce our cash flow.
  Complying with REIT requirements may force us to borrow to make distributions to stockholders.
   We may be subject to adverse legislative or regulatory tax changes that could reduce the market
price of our Common Stock.
  REIT restrictions on ownership of our Common Stock may delay or prevent our acquisition by a third
party, even if an acquisition is in the best interests of our stockholders.
  46




---



##### Table of Contents



Risks Related to our Common Stock
 Securities eligible for future sale may have adverse effects on our share price.
   We have recently paid only limited dividends to holders of our Common Stock, and there can be no
assurance of our ability to pay dividends.
  Provisions in our Charter and Bylaws, and Maryland law may delay or prevent our acquisition by a
third party, even if such acquisition were in the best interests of our stockholders.
  Removal of directors
 Limitation on stockholder requested special meetings
 Advance notice provisions for stockholder nominations and proposals
 47




---



##### Table of Contents



Exclusive authority of our board to amend our Bylaws
 Preferred Stock
 Duties of directors with respect to unsolicited takeovers.
 Ownership Limit.
 Maryland Business Combination Act.
 Unsolicited Takeovers.
 48




---



##### Table of Contents



The partnership units of the UPREIT, future offerings of debt, securities and preferred stock may
dilute the holdings of our existing stockholders and may adversely affect the market price of our
Common Stock.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
    49




---



##### Table of Contents



Item 3. Defaults Upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
   Shares Voted
    
    Shares Voted
    
    Shares VotedFOR
    
    AGAINST
    
    WITHHELD987,997
    
    38,211
    
    2,900
  Shares Voted
    
    Shares Voted
    
    Shares VotedFOR
    
    AGAINST
    
    WITHHELD984,911
    
    38,792
    
    5,405
  Shares Voted
    
    Shares Voted
    
    Shares VotedFOR
    
    AGAINST
    
    WITHHELD985,026
    
    39,812
    
    4,270
  Shares Voted
    
    Shares Voted
    
    Shares VotedFOR
    
    AGAINST
    
    WITHHELD968,846
    
    56,857
    
    3,405
  Shares Voted
    
    Shares Voted
    
    Shares VotedFOR
    
    AGAINST
    
    WITHHELD969,712
    
    55,281
    
    4,115
 50




---



##### Table of Contents



Shares Voted
    
    Shares Voted
    
    Shares VotedFOR
    
    AGAINST
    
    WITHHELD967,815
    
    56,928
    
    4,365
  Shares Voted
    
    Shares Voted
    
    Shares VotedFOR
    
    AGAINST
    
    WITHHELD966,872
    
    57,621
    
    4,615
  Shares Voted
    
    Shares Voted
    
    Shares VotedFOR
    
    AGAINST
    
    WITHHELD963,290
    
    62,048
    
    3,770
  Shares Voted
    
    Shares Voted
    
    Shares VotedFOR
    
    AGAINST
    
    WITHHELD963,211
    
    62,252
    
    3,645
  Votes
    
    VotesName of Nominee
    
    FOR
    
    WITHHELDThomas R. Hislop
    
    
    1,496,736
    
    
    
    20,271Robert L. Blackwell
    
    
    1,506,181
    
    
    
    10,826Burton P. Freireich
    
    
    1,506,758
    
    
    
    10,249David W. Miller
    
    
    1,479,570
    
    
    
    37,437
  Shares Voted
    
    Shares Voted
    
    Shares VotedFOR
    
    AGAINST
    
    WITHHELD1,455,138
    
    57,843
    
    4,026
 51




---



##### Table of Contents



Item 5. Other Information.
  
 Item 6. Exhibits.
 Exhibit No.
    
    Description3.1
    
    Amended and Restated Charter (Incorporated by reference to Exhibit 3.1 of
the Current Report on Form 8-K dated March 25, 2008 of the Company).3.2
    
    Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 of
the Current Report on Form 8-K dated March 25, 2008 of the Company).3.3
    
    Articles Supplementary Classifying and Designating Proportionate Voting
Preferred Stock (Incorporated by reference to Exhibit 3.3 of the Current Report on
Form 8-K dated March 25, 2008 of the Company).10.1
    
    Advisory Agreement, dated as of March 19, 2008, among Pacific Office
Properties Trust, Inc., Pacific Office Properties, L.P. and Pacific Office
Management, Inc. (Incorporated by reference to Exhibit 10.1 of the Current Report on
Form 8-K dated March 25, 2008 of the Company).10.2
    
    Amended and Restated Agreement of Limited Partnership as of March 19,
2008 of Pacific Office Properties, L.P. (Filed herewith).10.3
    
    Master Registration Rights Agreement, dated as of March 19, 2008
(Incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K dated
March 25, 2008 of the Company).10.4
    
    Noncompetition Agreement, dated as of March 19, 2008, between Pacific
Office Properties, L.P. and Jay H. Shidler (Incorporated by reference to Exhibit
10.4 of the Current Report on Form 8-K dated March 25, 2008 of the Company).10.5
    
    Form of Indemnity Agreement, dated as of March 19, 2008 (Incorporated by
reference to Exhibit 10.5 of the Current Report on Form 8-K dated March 25, 2008 of
the Company).14.1
    
    Code of Ethics (Incorporated by reference to Exhibit 3.1 of the Current
Report on Form 8-K dated March 25, 2008 of the Company).31.1
    
    Certification of Chief Executive Officer pursuant to Item 601(b)(31) of
Regulation S-K. (Filed herewith).
 52




---



##### Table of Contents



Exhibit No.
    
    Description31.2
    
    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).
 53




---



##### Table of Contents



SIGNATURES
  PACIFIC OFFICE PROPERTIES TRUST, INC.Date:  May 15, 2008
    /s/ James M. KasimJames M. KasimChief Financial Officer 54